10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024

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.)

2200 Energy Drive, Canonsburg, Pennsylvania     15317

(Address of principal executive offices)     (Zip code)

(724) 271-7600

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, no par value	ETRN	New York Stock Exchange

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  ☒  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  ☒  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	☐	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  ☒

The number of shares of common stock outstanding (in thousands), as of July 18, 2024: 435,013

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 Consolidated Comprehensive Income for the Three and Six Months Ended June 30, 2024 and 2023	5
		Statements of Consolidated Cash Flows for the Six Months Ended June 30, 2024 and 2023	6
		Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023	7
		Statements of Consolidated Equity and Mezzanine Equity for the Three and Six Months Ended June 30, 2024 and 2023	8
		Notes to Consolidated Financial Statements	10
Item 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.		Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.		Controls and Procedures	33
Part II.	Other Information:
Item 1.		Legal Proceedings	34
Item 1A.		Risk Factors	36
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 5.		Other Information	37
Item 6.		Exhibits	38
Signature			39

2

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.

Amended EQM Credit Facility – that certain Third Amended and Restated Credit Agreement, dated as of October 31, 2018, among EQM, as borrower, Wells Fargo Bank, National Association, as the administrative agent, swing line lender, and a letter of credit (L/C) issuer, the lenders party thereto from time to time and any other persons party thereto from time to time (as amended by that certain First Amendment to Third Amended and Restated Credit Agreement, dated as of March 30, 2020, by that certain Second Amendment to Third Amended and Restated Credit Agreement, dated April 16, 2021, by that certain Third Amendment to the Third Amended and Restated Credit Agreement, dated as of April 22, 2022, by that certain Fourth Amendment to Third Amended and Restated Credit Agreement, dated as of October 6, 2023, by that certain Fifth Amendment to Third Amended and Restated Credit Agreement, dated as of February 15, 2024, and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time). For the avoidance of doubt, any reference to the Amended EQM Credit Facility as of any particular date shall mean the Amended EQM Credit Facility as in effect on such date.

Annual Revenue Commitments (ARC or ARCs) – contractual term in a water services agreement that obligates the customer to pay for a fixed amount of water services annually.

Appalachian Basin – the area of the United States composed of those portions of West Virginia, Pennsylvania, Ohio, Maryland, Kentucky and Virginia that lie in the Appalachian Mountains.

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

Code – the U.S. Internal Revenue Code of 1986, as amended, and the regulations and interpretations promulgated thereunder.

delivery point – the point where gas is delivered into a downstream gathering system or transmission pipeline.

EEP project – designed to provide north-to-south capacity on the mainline Equitrans, L.P. system, including primarily for deliveries to the MVP, providing capacity of approximately 600 MMcf per day and offering access to several markets through interconnects with Texas Eastern Transmission, Eastern Gas Transmission and Columbia Gas Transmission.

EQM – EQM Midstream Partners, LP and its subsidiaries. EQM is a wholly owned subsidiary of Equitrans Midstream Corporation.

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

EQT Global GGA – that certain Gas Gathering and Compression Agreement entered into on February 26, 2020 (the EQT Global GGA Effective Date) by the Company with EQT and certain affiliates of EQT for the provision of certain gas gathering services to EQT in the Marcellus and Utica Shales of Pennsylvania and West Virginia, as subsequently amended.

EQT Transaction – that certain proposed acquisition of the Company by EQT pursuant to that certain Agreement and Plan of Merger (the Merger Agreement), dated as of March 10, 2024, by and among Equitrans Midstream Corporation, EQT Corporation (Parent), Humpty Merger Sub Inc., an indirect wholly owned subsidiary of Parent (Merger Sub), and Humpty Merger Sub LLC, an indirect wholly owned subsidiary of Parent (LLC Sub), pursuant to which, among other things, Merger Sub will merge with and into the Company (the First Merger), with the Company surviving the First Merger as an indirect wholly owned subsidiary of Parent (the First Step Surviving Corporation) and, as the second step in a single integrated transaction, the First Step Surviving Corporation will merge with and into LLC Sub (the Second Merger and, together with the First Merger, the Mergers), with LLC Sub surviving the Second Merger as an indirect wholly owned subsidiary of Parent.

Equitrans Midstream Preferred Shares – the Equitrans Midstream Corporation Series A Perpetual Convertible Preferred Shares, no par value.

firm contracts – contracts for gathering, transmission, storage and water 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.

3

firm reservation fee revenues – contractually obligated revenues that include fixed monthly charges under firm contracts and fixed volumetric charges under MVC (as defined below) and ARC (as defined above) contracts.

gas – natural gas.

Hammerhead pipeline – a 1.6 Bcf per day gathering header pipeline that is primarily designed to connect natural gas produced in Pennsylvania and West Virginia to the MVP, Texas Eastern Transmission and Eastern Gas Transmission.

Minimum volume commitments (MVC or MVCs) – contracts for gathering or water services that obligate the customer to pay for a fixed amount of volumes daily, monthly, annually or over the life of the contract.

Mountain Valley Pipeline (MVP) – a 303-mile, 42-inch diameter natural gas interstate pipeline with a targeted capacity of 2.0 Bcf per day that spans from the Company's existing transmission and storage system in Wetzel County, West Virginia to Pittsylvania County, Virginia, providing access to the growing Southeast demand markets.

Mountain Valley Pipeline, LLC (MVP Joint Venture) – a joint venture formed among the Company and, as applicable, affiliates of each of NextEra Energy, Inc., Consolidated Edison, Inc. (Con Edison), AltaGas Ltd. and RGC Resources, Inc. (RGC) for purposes of the MVP and the MVP Southgate (as defined below) projects.

MVP Southgate – an estimated 31-mile, 30-inch diameter natural gas interstate pipeline with a targeted capacity of 550,000 dekatherms per day that is designed to span from the terminus of the MVP in Pittsylvania County, Virginia to planned new delivery points in Rockingham County, North Carolina.

Preferred Interest – the preferred interest that the Company has in EQT Energy Supply, LLC (EES), a subsidiary of EQT.

Rager Mountain natural gas storage field incident – that certain venting of natural gas in 2022 at a storage well (well 2244) at Equitrans, L.P.'s Rager Mountain natural gas storage facility, located in Jackson Township, a remote section of Cambria County, Pennsylvania, which venting was successfully halted on November 19, 2022.

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

Unless the context otherwise requires, a reference to a “Note” herein refers to the accompanying Notes to the Consolidated Financial Statements contained in Part I, "Item 1. Financial Statements" of this Quarterly Report on Form 10-Q and all references to "we," "us," "our" and "the Company" refer to Equitrans Midstream Corporation and its subsidiaries.

Abbreviations	Measurements
ASC – Accounting Standards Codification	Btu = one British thermal unit
ASU – Accounting Standards Update	BBtu = billion British thermal units
FASB – Financial Accounting Standards Board	Bcf   = billion cubic feet
FERC – United States Federal Energy Regulatory Commission	Mcf = thousand cubic feet
GAAP – United States Generally Accepted Accounting Principles	MMBtu = million British thermal units
IRS – United States Internal Revenue Service	MMcf  = million cubic feet
NGA – Natural Gas Act of 1938, as amended	MMgal  = million gallons
NYMEX – New York Mercantile Exchange
NYSE – New York Stock Exchange
PHMSA – Pipeline and Hazardous Materials Safety Administration of the United States Department of Transportation
SEC – United States Securities and Exchange Commission

4

PART I.  FINANCIAL INFORMATION

Item 1. Financial Statements

EQUITRANS MIDSTREAM CORPORATION

Statements of Consolidated Comprehensive Income (Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(Thousands, except per share amounts)
Operating revenues	$	361,595	$	318,469	$	725,869	$	694,806
Operating expenses:
Operating and maintenance	48,006		45,767		93,234		88,629
Selling, general and administrative	45,653		56,932		89,982		89,554
Transaction costs	2,011		—		7,695		—
Depreciation	73,188		70,031		144,860		139,435
Amortization of intangible assets	16,205		16,205		32,410		32,410
Total operating expenses	185,063		188,935		368,181		350,028
Operating income	176,532		129,534		357,688		344,778
Equity income (a)	18,814		23,686		91,819		23,808
Other income (expense), net	3,602		19,809		(374)		11,707
Net interest expense	(120,129)		(103,644)		(239,025)		(208,601)
Income before income taxes	78,819		69,385		210,108		171,692
Income tax expense (benefit)	7,105		465		26,505		(3,319)
Net income	71,714		68,920		183,603		175,011
Net income attributable to noncontrolling interest	1,325		1,675		4,215		6,084
Net income attributable to Equitrans Midstream	70,389		67,245		179,388		168,927
Preferred dividends	20,516		14,628		35,144		29,256
Net income attributable to Equitrans Midstream common shareholders	$	49,873	$	52,617	$	144,244	$	139,671
Earnings per share of common stock attributable to Equitrans Midstream common shareholders - basic	$	0.11	$	0.12	$	0.33	$	0.32
Earnings per share of common stock attributable to Equitrans Midstream common shareholders - diluted	$	0.11	$	0.12	$	0.33	$	0.32
Weighted average common shares outstanding - basic	434,606		433,961		434,551		433,834
Weighted average common shares outstanding - diluted	441,771		435,476		441,238		434,640
Statement of comprehensive income:
Net income	$	71,714	$	68,920	$	183,603	$	175,011
Other comprehensive income, net of tax:
Pension and other post-retirement benefits liability adjustment, net of tax expense of $6, $7, $12, and $14	20		22		40		44
Other comprehensive income	20		22		40		44
Comprehensive income	71,734		68,942		183,643		175,055
Less: Comprehensive income attributable to noncontrolling interest	1,325		1,675		4,215		6,084
Less: Comprehensive income attributable to preferred dividends	20,516		14,628		35,144		29,256
Comprehensive income attributable to Equitrans Midstream common shareholders	$	49,893	$	52,639	$	144,284	$	139,715
Dividends declared per common share	$	0.15	$	0.15	$	0.30	$	0.30

(a)Represents equity income from Mountain Valley Pipeline, LLC (the MVP Joint Venture). See Note 5.

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

5

EQUITRANS MIDSTREAM CORPORATION

Statements of Consolidated Cash Flows (Unaudited)

	Six Months Ended June 30,
	2024		2023
	(Thousands)
Cash flows from operating activities:
Net income	$	183,603	$	175,011
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	144,860		139,435
Amortization of intangible assets	32,410		32,410
Deferred income tax expense (benefit)	24,455		(6,457)
Equity income (a)	(91,819)		(23,808)
Other expense (income), net	778		(11,323)
Non-cash long-term compensation expense	11,466		26,166
Changes in other assets and liabilities:
Accounts receivable	28,283		42,120
Accounts payable	(5,274)		(12,474)
Accrued interest	12,461		(2,386)
Deferred revenue	118,020		157,783
Other assets and other liabilities	(22,681)		6,797
Net cash provided by operating activities	436,562		523,274
Cash flows from investing activities:
Capital expenditures	(172,036)		(171,940)
Capital contributions to the MVP Joint Venture	(558,286)		(70,533)
Principal payments received on the Preferred Interest (defined in Note 7)	3,080		2,878
Net cash used in investing activities	(727,242)		(239,595)
Cash flows from financing activities:
Proceeds from revolving credit facility borrowings	545,000		215,000
Payments on revolving credit facility borrowings	(790,000)		(180,000)
Proceeds from the issuance of long-term debt	600,000		—
Debt discounts, debt issuance costs and credit facility arrangement fees	(10,206)		(60)
Payment for retirement of long-term debt	—		(98,941)
Dividends paid to common shareholders	(130,099)		(129,941)
Dividends paid to holders of Equitrans Midstream Preferred Shares	(29,256)		(29,256)
Distributions paid to noncontrolling interest	(10,960)		(20,000)
Other items	(797)		(1,307)
Net cash provided by (used in) financing activities	173,682		(244,505)
Net change in cash and cash equivalents	(116,998)		39,174
Cash and cash equivalents at beginning of period	258,877		67,898
Cash and cash equivalents at end of period	$	141,879	$	107,072
Cash paid during the period for:
Interest, net of amount capitalized	$	222,726	$	208,269
Income taxes, net	$	14,989	$	550

(a)Represents equity income from the MVP Joint Venture. See Note 5.

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

6

EQUITRANS MIDSTREAM CORPORATION

Consolidated Balance Sheets (Unaudited)

	June 30, 2024		December 31, 2023
	(Thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	141,879	$	258,877
Accounts receivable (net of allowance for credit losses of $10,611 and $6,429 as of June 30, 2024 and December 31, 2023, respectively)	237,752		258,264
Other current assets	71,339		78,356
Total current assets	450,970		595,497
Property, plant and equipment	9,920,776		9,745,298
Less: accumulated depreciation	(1,895,901)		(1,752,914)
Net property, plant and equipment	8,024,875		7,992,384
Investment in unconsolidated entity (a)	2,375,313		1,832,282
Goodwill	486,698		486,698
Net intangible assets	489,724		522,133
Other assets	292,893		280,432
Total assets	$	12,120,473	$	11,709,426
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt	$	299,962	$	299,731
Accounts payable	60,822		60,884
Capital contributions payable to the MVP Joint Venture	73,916		181,051
Accrued interest	146,791		134,330
Accrued liabilities	80,845		106,870
Total current liabilities	662,336		782,866
Long-term liabilities:
Revolving credit facility borrowings	985,000		1,230,000
Long-term debt	6,643,220		6,046,709
Contract liability	1,414,183		1,296,039
Deferred income taxes	38,543		4,718
Regulatory and other long-term liabilities	173,860		160,977
Total liabilities	9,917,142		9,521,309
Mezzanine equity:
Equitrans Midstream Preferred Shares, 30,018 shares issued and outstanding as of June 30, 2024 and December 31, 2023	687,730		681,842
Shareholders' equity:
Common stock, no par value, 435,013 and 433,505 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	3,983,145		3,977,149
Retained deficit	(2,922,171)		(2,932,206)
Accumulated other comprehensive loss	(1,232)		(1,272)
Total common shareholders' equity	1,059,742		1,043,671
Noncontrolling interest	455,859		462,604
Total shareholders' equity	1,515,601		1,506,275
Total liabilities, mezzanine equity and shareholders' equity	$	12,120,473	$	11,709,426

(a)Represents investment in the MVP Joint Venture. See Note 5.

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

7

EQUITRANS MIDSTREAM CORPORATION

Statements of Consolidated Shareholders' Equity and Mezzanine Equity (Unaudited)

												Mezzanine
												Equity
						Accumulated						Equitrans
	Common Stock					Other						Midstream
	Shares	No		Retained		Comprehensive		Noncontrolling		Total		Preferred
	Outstanding	Par Value		Deficit		Loss		Interest		Equity		Shares
	(Thousands, except per share amounts)
Balance at January 1, 2023	432,781	$	3,974,127	$	(3,053,590)	$	(1,332)	$	479,399	$	1,398,604	$	681,842
Other comprehensive income (net of tax):
Net income	—	—		87,054		—		4,409		91,463		14,628
Pension and other post-retirement benefits liability adjustment, net of tax expense of $7	—	—		—		22		—		22		—
Dividends on common shares ($0.15 per share)	—	—		(65,121)		—		—		(65,121)		—
Share-based compensation plans, net	402	3,050		—		—		—		3,050		—
Distributions paid to noncontrolling interest in Eureka Midstream Holdings, LLC	—	—		—		—		(8,000)		(8,000)		—
Dividends paid to holders of Equitrans Midstream Preferred Shares ($0.4873 per share)	—	—		—		—		—		—		(14,628)
Balance at March 31, 2023	433,183	$	3,977,177	$	(3,031,657)	$	(1,310)	$	475,808	$	1,420,018	$	681,842
Other comprehensive income (net of tax):
Net income	—	—		52,617		—		1,675		54,292		14,628
Pension and other post-retirement benefits liability adjustment, net of tax expense of $7	—	—		—		22		—		22		—
Dividends on common shares ($0.15 per share)	—	—		(68,227)		—		—		(68,227)		—
Share-based compensation plans, net	78	23,853		—		—		—		23,853		—
Distributions paid to noncontrolling interest in Eureka Midstream Holdings, LLC	—	—		—		—		(12,000)		(12,000)		—
Dividends paid to holders of Equitrans Midstream Preferred Shares ($0.4873 per share)	—	—		—		—		—		—		(14,628)
Balance at June 30, 2023	433,261	$	4,001,030	$	(3,047,267)	$	(1,288)	$	465,483	$	1,417,958	$	681,842

8

												Mezzanine
												Equity
						Accumulated						Equitrans
	Common Stock					Other						Midstream
	Shares	No		Retained		Comprehensive		Noncontrolling		Total		Preferred
	Outstanding	Par Value		Deficit		Loss		Interest		Equity		Shares
	(Thousands, except per share amounts)
Balance at January 1, 2024	433,505	$	3,977,149	$	(2,932,206)	$	(1,272)	$	462,604	$	1,506,275	$	681,842
Other comprehensive income (net of tax):
Net income	—	—		94,371		—		2,890		97,261		14,628
Pension and other post-retirement benefits liability adjustment, net of tax expense of $6	—	—		—		20		—		20		—
Dividends on common shares ($0.15 per share)	—	—		(66,656)		—		—		(66,656)		—
Share-based compensation plans, net	156	5,425		—		—		—		5,425		—
Distributions paid to noncontrolling interest in Eureka Midstream Holdings, LLC	—	—		—		—		(8,000)		(8,000)		—
Dividends paid to holders of Equitrans Midstream Preferred Shares ($0.4873 per share)	—	—		—		—		—		—		(14,628)
Balance at March 31, 2024	433,661	$	3,982,574	$	(2,904,491)	$	(1,252)	$	457,494	$	1,534,325	$	681,842
Other comprehensive income (net of tax):
Net income	—	—		49,873		—		1,325		51,198		20,516
Pension and other post-retirement benefits liability adjustment, net of tax expense of $6	—	—		—		20		—		20		—
Dividends on common shares ($0.15 per share)	—	—		(67,553)		—		—		(67,553)		—
Share-based compensation plans, net	1,352	571		—		—		—		571		—
Distributions paid to noncontrolling interest in Eureka Midstream Holdings, LLC	—	—		—		—		(2,960)		(2,960)		—
Dividends paid to holders of Equitrans Midstream Preferred Shares ($0.4873 per share)	—	—		—		—		—		—		(14,628)
Balance at June 30, 2024	435,013	$	3,983,145	$	(2,922,171)	$	(1,232)	$	455,859	$	1,515,601	$	687,730

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

9

EQUITRANS MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

1.    Financial Statements

Nature of Business. The Company's operating subsidiaries provide midstream services to the Company's customers in Pennsylvania, West Virginia and Ohio through three primary assets: the gathering system, which includes predominantly dry gas gathering systems of high-pressure gathering lines; the transmission system, which includes FERC-regulated interstate pipelines and storage systems; and the water network, which primarily consists of water pipelines and other facilities that support well completion activities and produced water handling activities.

Basis of Presentation. References in these financial statements to Equitrans Midstream or the Company refer collectively to Equitrans Midstream Corporation and its consolidated subsidiaries for all periods presented, unless otherwise indicated.

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (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 unaudited consolidated financial statements include all adjustments (consisting of only normal, recurring adjustments, unless otherwise disclosed in this Quarterly Report on Form 10-Q) necessary for a fair presentation of the financial position of the Company as of June 30, 2024, the results of its operations, and equity for the three and six months ended June 30, 2024 and 2023 and its cash flows for the six months ended June 30, 2024 and 2023. The consolidated balance sheet at December 31, 2023 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. This Quarterly Report on Form 10-Q should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2023, which includes all disclosures required by GAAP.

Due to, among other things, the seasonal nature of the Company's utility customer contracts, as well as producers’ well completion activities and varying needs for fresh and produced water (which are primarily driven by horizontal lateral lengths and the number of completion stages per well), the interim statements for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

For further information, refer to the Company's consolidated financial statements and related notes in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, as well as Part I, "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" contained herein.

Recently Issued Accounting Standards.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which provides improvements to reportable segment disclosures and is intended to enhance the disclosures regarding significant segment expenses. The guidance is applicable to all public entities that are required to report segment information in accordance with Topic 280 and is to be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the potential impact of adopting this standard on its financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes: Improvements to Income Tax Disclosures, which provides improvements to income tax disclosures and is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The guidance is applicable to all public entities required to report income taxes in accordance with ASC 740 and should be applied prospectively, but retrospective application is permitted. The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation, information on income taxes paid, and various other disclosure changes. The Company is currently evaluating the potential impact of adopting this standard on its financial statements and related disclosures.

2.    Proposed EQT Transaction

Proposed EQT Transaction. On March 10, 2024, the Company, EQT Corporation (Parent), Humpty Merger Sub Inc., an indirect wholly owned subsidiary of Parent (Merger Sub), and Humpty Merger Sub LLC, an indirect wholly owned subsidiary of Parent (LLC Sub), entered into an Agreement and Plan of Merger (the Merger Agreement), pursuant to which, among other things, Merger Sub will merge with and into the Company (the First Merger), with the Company surviving the First Merger as an indirect wholly owned subsidiary of Parent (the First Step Surviving Corporation) and, as the second step in a single integrated transaction, the First Step Surviving Corporation will merge with and into LLC Sub (the Second Merger and,

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together with the First Merger, the Mergers), with LLC Sub surviving the Second Merger as an indirect wholly owned subsidiary of Parent (the transactions contemplated by the Merger Agreement, the EQT Transaction).

Under the terms of the Merger Agreement, and subject to the satisfaction or waiver of certain conditions therein, at the effective time of the First Merger (the Effective Time), (i) each share of common stock, no par value per share, of Equitrans Midstream Corporation (Equitrans Midstream common stock) issued and outstanding immediately prior to the Effective Time (excluding any excluded shares) will be converted automatically at the Effective Time into the right to receive 0.3504 (the Exchange Ratio) fully-paid and nonassessable shares of common stock of Parent, no par value per share (EQT Shares) and (ii) each Equitrans Midstream Corporation Series A Perpetual Convertible Preferred Share, no par value (Equitrans Midstream Preferred Share), issued and outstanding immediately prior to the Effective Time will be treated in accordance with Section 8 of the Company’s Second Amended and Restated Articles of Incorporation and the procedures set forth in Section 2.5 of the Merger Agreement.

The EQT Transaction is expected to close on July 22, 2024, taking into account, as of the filing of this Quarterly Report on Form 10-Q, the satisfaction in accordance with the terms and conditions of the Merger Agreement of various conditions to closing under the Merger Agreement, including, among others: (i) approval of the Merger Agreement and the Mergers by a majority of the votes cast by holders of Equitrans Midstream common stock and Equitrans Midstream Preferred Shares, with such Equitrans Midstream Preferred Shares treated as Equitrans Midstream common stock on an as-converted basis, voting together as a single class, (ii) approval of the issuance of EQT Shares in connection with the Mergers by a majority of votes cast at a special meeting of holders of EQT Shares, (iii) expiration or termination of (a) all waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act) and (b) any commitment to, or agreement with, any governmental entity to delay the consummation of, or not to consummate the transactions contemplated by the Merger Agreement, and (iv) the MVP Joint Venture receiving authorization of the Federal Energy Regulatory Commission (FERC) to place the Mountain Valley Pipeline (MVP) in-service.

The Company recorded approximately $2.0 million and $7.7 million in expenses related to the EQT Transaction during the three and six months ended June 30, 2024, respectively, primarily related to advisor, legal and other transaction-related fees, which are included in transaction costs on the Company's statements of consolidated comprehensive income.

Equitrans Midstream Preferred Shares Redemption. On June 25, 2024, Parent delivered to the Company a written election exercising Parent’s right under the Merger Agreement to cause the Company to purchase and redeem, prior to the Effective Time, all issued and outstanding Equitrans Midstream Preferred Shares in accordance the Company’s Second Amended and Restated Articles of Incorporation. The Company has no obligation to purchase and redeem the Equitrans Midstream Preferred Shares in accordance with the Merger Agreement unless Parent has deposited with the paying agent for such redemption sufficient funds to effect such purchase and redemption, and the deposit of such funds and any instructions and authority to pay such funds to holders of the Equitrans Midstream Preferred Shares in the redemption has occurred at least one hour prior to the consummation of the proposed EQT Transaction. In the event the EQT Transaction will not be consummated, the redemption will not be effected. Subject to the foregoing, the Company expects the purchase and redemption to occur on July 22, 2024 prior to the consummation of the EQT Transaction (or such later date as may be contemplated by virtue of the timing of the consummation of the EQT Transaction).

The Equitrans Midstream Preferred Shares are presented as temporary equity in the mezzanine equity section of the Company’s consolidated balance sheets. As the Equitrans Midstream Preferred Shares were not redeemable or probable of becoming redeemable as of June 30, 2024, adjustment to the carrying amount is not necessary and would only be required if the Equitrans Midstream Preferred Shares are redeemed in accordance with the events described above.

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3.    Financial Information by Business Segment

The Company reports its operations in three segments that reflect its three lines of business of Gathering, Transmission and Water, which reflects the manner in which management evaluates the business for making operating decisions and assessing performance.

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(Thousands)
Revenues from customers:
Gathering (a)	$	230,006	$	210,194	$	454,646	$	420,946
Transmission (a)	104,584		92,540		221,478		231,446
Water	27,005		15,735		49,745		42,414
Total operating revenues	$	361,595	$	318,469	$	725,869	$	694,806
Operating income:
Gathering	$	110,689	$	81,020	$	215,748	$	185,314
Transmission	59,514		48,451		136,596		147,373
Water	8,686		530		13,674		12,903
Headquarters (b)	(2,357)		(467)		(8,330)		(812)
Total operating income	$	176,532	$	129,534	$	357,688	$	344,778
Reconciliation of operating income to net income:
Equity income (c)	$	18,814	$	23,686	$	91,819	$	23,808
Other income (expense), net (d)	3,602		19,809		(374)		11,707
Net interest expense	(120,129)		(103,644)		(239,025)		(208,601)
Income tax expense (benefit)	7,105		465		26,505		(3,319)
Net income	$	71,714	$	68,920	$	183,603	$	175,011

(a)For the six months ended June 30, 2023, volumetric-based fee revenues associated with Gathering and Transmission included one-time contract buyouts by a customer for approximately $5.0 million and $23.8 million, respectively.

(b)Includes transaction costs and other certain unallocated corporate expenses.

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

(d)Includes unrealized gains (losses) on derivative instruments recorded in the Gathering segment.

	June 30, 2024		December 31, 2023
	(Thousands)
Segment assets:
Gathering	$	7,575,061	$	7,612,820
Transmission (a)	3,918,128		3,369,718
Water	236,853		217,225
Total operating segments	11,730,042		11,199,763
Headquarters, including cash	390,431		509,663
Total assets	$	12,120,473	$	11,709,426

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

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	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(Thousands)
Depreciation:
Gathering	$	50,850	$	49,387	$	101,002	$	98,736
Transmission	15,123		13,904		29,506		27,792
Water	7,111		6,511		14,145		12,374
Headquarters	104		229		207		533
Total	$	73,188	$	70,031	$	144,860	$	139,435
Capital expenditures:
Gathering (a)	$	65,996	$	71,893	$	120,252	$	131,606
Transmission (b)	16,431		14,375		34,135		23,564
Water	4,987		11,148		15,034		22,224
Total (c)	$	87,414	$	97,416	$	169,421	$	177,394

(a)Includes capital expenditures related to the noncontrolling interest in Eureka Midstream Holdings, LLC (Eureka Midstream) of approximately $5.0 million and $10.0 million for the three and six months ended June 30, 2024, respectively, and $5.0 million and $8.2 million for the three and six months ended June 30, 2023, respectively.

(b)Transmission capital expenditures do not include aggregate capital contributions made to the MVP Joint Venture of approximately $135.4 million and $558.3 million for the three and six months ended June 30, 2024, respectively, and $36.0 million and $70.5 million for the three and six months ended June 30, 2023, respectively.

(c)The Company accrues capital expenditures when the work has been completed but the associated bills have not yet been paid. Accrued capital expenditures are excluded from the statements of consolidated cash flows until they are paid. The net impact of non-cash capital expenditures, including the effect of accrued capital expenditures, transfers to/from inventory as assets are completed/assigned to a project and capitalized share-based compensation costs, was $(0.3) million and $2.6 million for the three and six months ended June 30, 2024, respectively, and $(1.1) million and $(5.5) million for the three and six months ended June 30, 2023, respectively.

4.    Revenue from Contracts with Customers

For the three and six months ended June 30, 2024 and 2023, substantially all revenues recognized on the Company's statements of consolidated comprehensive income were from contracts with customers. As of June 30, 2024 and December 31, 2023, all receivables recorded on the Company's consolidated balance sheets represented 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 June 30, 2024
	Gathering		Transmission		Water		Total
	(Thousands)
Firm reservation fee revenues (a)	$	147,498	$	86,688	$	12,110	$	246,296
Volumetric-based fee revenues	82,508		17,896		14,895		115,299
Total operating revenues	$	230,006	$	104,584	$	27,005	$	361,595
	Three Months Ended June 30, 2023
	Gathering		Transmission		Water		Total
	(Thousands)
Firm reservation fee revenues (a)	$	141,737	$	82,247	$	9,389	$	233,373
Volumetric-based fee revenues	68,457		10,293		6,346		85,096
Total operating revenues	$	210,194	$	92,540	$	15,735	$	318,469
	Six Months Ended June 30, 2024
	Gathering		Transmission		Water		Total
	(Thousands)
Firm reservation fee revenues (a)	$	283,174	$	187,011	$	21,485	$	491,670
Volumetric-based fee revenues	171,472		34,467		28,260		234,199
Total operating revenues	$	454,646	$	221,478	$	49,745	$	725,869
	Six Months Ended June 30, 2023
	Gathering		Transmission		Water		Total
	(Thousands)
Firm reservation fee revenues (a)	$	281,808	$	183,969	$	18,764	$	484,541
Volumetric-based fee revenues (b)	139,138		47,477		23,650		210,265
Total operating revenues	$	420,946	$	231,446	$	42,414	$	694,806

(a) Firm reservation fee revenues associated with Gathering included MVC unbilled revenues of approximately $3.2 million and $9.1 million for the three and six months ended June 30, 2024, respectively, and $2.4 million and $5.7 million for the three and six months ended June 30, 2023, respectively.

(b)    For the six months ended June 30, 2023, volumetric-based fee revenues associated with Gathering and Transmission included one-time contract buyouts by a customer for approximately $5.0 million and $23.8 million, respectively.

Contract assets. The Company's contract assets related to the Company's future MVC deficiency payments are generally expected to be collected within the next twelve months and are primarily included in other current assets in the Company's consolidated balance sheets until such time as the MVC deficiency payments are invoiced to the customer.

The following table presents changes in the Company's contract assets balance:

	Six Months Ended June 30,
	2024		2023
	(Thousands)
Balance as of beginning of period	$	11,123	$	27,493
Revenue recognized in excess of amounts invoiced (a)	10,851		5,680
Minimum volume commitments invoiced (b)	(7,833)		(23,558)
Amortization (c)	(379)		(329)
Balance as of end of period	$	13,762	$	9,286

(a)Includes revenues associated with MVCs that are included in revenues within the Gathering and Water segments.

(b)Unbilled revenues are transferred to accounts receivable once the Company has an unconditional right to consideration from the customer.

(c)Amortization of capitalized contract costs paid to customers over the expected life of the agreement.

Contract liabilities. The Company's contract liabilities consist of deferred revenue primarily associated with the EQT Global GGA. Contract liabilities are classified as current or non-current according to when such amounts are expected to be recognized.

The following table presents changes in the Company's contract liability balances:

	Six Months Ended June 30,
	2024		2023
	(Thousands)
Balance as of beginning of period	$	1,301,100	$	973,087
Amounts recorded during the period (a)	123,686		165,011
Change in estimated variable consideration (b)	(1,833)		(3,392)
Amounts transferred during the period (c)	(3,833)		(3,835)
Balance as of end of period	$	1,419,120	$	1,130,871

(a)Includes deferred billed revenue during the six months ended June 30, 2024 and 2023 primarily associated with the EQT Global GGA.

(b)For the six months ended June 30, 2024 and 2023, the change in estimated variable consideration represents the decrease in total deferred revenue due to changes in MVP in-service timing assumptions.

(c)Deferred revenues are recognized as revenue upon satisfaction of the Company's performance obligation to the customer.

Summary of remaining performance obligations. The following table summarizes the estimated transaction price allocated to the Company's remaining performance obligations under all contracts with firm reservation fees, MVCs and/or ARCs as of June 30, 2024 that the Company will invoice or transfer from contract liabilities and recognize in future periods.

		2024(a)		2025		2026		2027		2028		Thereafter		Total
	(Thousands)
Gathering firm reservation fees		$	96,368	$	183,454	$	173,167	$	166,356	$	162,664	$	1,651,185	$	2,433,194
Gathering revenues supported by MVCs		224,091		454,590		486,931		491,273		488,641		2,703,274		4,848,800
Transmission firm reservation fees		201,758		404,480		402,319		399,878		397,197		2,774,442		4,580,074
Water revenues supported by ARCs/MVCs		24,221		48,441		45,159		44,065		45,706		120,938		328,530
Total		$	546,438	$	1,090,965	$	1,107,576	$	1,101,572	$	1,094,208	$	7,249,839	$	12,190,598

(a)    July 1, 2024 through December 31, 2024.

Based on total projected contractual revenues, the Company's firm gathering contracts and firm transmission and storage contracts had weighted average remaining terms of approximately 13 years and 11 years, respectively, as of June 30, 2024.

5.    Investment in Unconsolidated Entity

The MVP Joint Venture. The Company has an equity method investment in the MVP Joint Venture. The MVP Joint Venture constructed the MVP and is developing the MVP Southgate project, each discussed in more detail below. The Company maintains separate ownership interests in each of the MVP and the MVP Southgate project and is the operator of the MVP and expects to operate the MVP Southgate project.

Mountain Valley Pipeline. The MVP Joint Venture received authorization of the FERC on June 11, 2024 to place the MVP, a 303-mile natural gas interstate pipeline that spans from northern West Virginia to southern Virginia, in service and the MVP entered service and became available for interruptible or short-term firm transportation service on June 14, 2024. The Company owned a 49.0% interest in the MVP as of June 30, 2024.

MVP and MVP-related long-term firm capacity obligations commenced on July 1, 2024. Upon commencement of the MVP long-term firm capacity obligations on July 1, 2024, the MVP Joint Venture is no longer a variable interest entity of the Company because it has sufficient equity to finance its activities.

The MVP Joint Venture has continued to undertake certain restoration efforts in respect of the MVP since the in-service date and the Company is targeting a total project cost of approximately $7.9 billion (excluding allowance for funds used during

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construction (AFUDC) and which does not reflect general contingency). Based on such total project cost estimate, the Company's equity ownership in the MVP is expected to progressively increase from approximately 49.0% to approximately 49.2%.

Pursuant to the EQT Global GGA and given MVP full in-service occurred in 2024, MVC step ups and gathering fee rates are to be set forth in an amendment to the EQT Global GGA. The step ups and rates would become effective as of July 1, 2024 in accordance with the terms of the EQT Global GGA. The amendment, which reflects the step ups and rates assumed by the Company for purposes of the EQT Global GGA, has been negotiated, but not yet executed, with EQT as of the filing of this Quarterly Report on Form 10-Q.

The Company has a negative basis difference between the carrying value of its equity method investment and its proportionate share of MVP's net assets, which are entirely attributable to fixed assets. The basis difference is accreted over the life of the fixed assets and reflected as income in equity income on the Company's statements of consolidated comprehensive income.

In June 2024, the MVP Joint Venture issued a capital call notice for the funding of the MVP project to MVP Holdco, LLC (MVP Holdco) for $73.9 million, which was paid in July 2024. The capital contributions payable and the corresponding increase to the investment balance are reflected on the consolidated balance sheet as of June 30, 2024.

Pursuant to the MVP Joint Venture's limited liability company agreement, MVP Holdco was obligated to provide performance assurances in respect of the MVP project through in-service, which could take the form of a guarantee from EQM (provided that EQM's debt is rated as investment grade in accordance with the requirements of the MVP Joint Venture's limited liability company agreement), a letter of credit or cash collateral, in favor of the MVP Joint Venture to provide assurance as to the funding of MVP Holdco's proportionate share of the construction budget for the MVP project through in-service. On June 28, 2024, following MVP in-service, the $104.7 million letter of credit with respect to the MVP project was terminated.

The Company's ownership interest in the MVP Joint Venture related to the MVP project is significant for the three and six months ended June 30, 2024 as defined by the SEC's Regulation S-X Rule 1-02(w). Accordingly, as required by Regulation S-X Rule 3-09, the following tables summarize the condensed financial statements of the MVP Joint Venture in relation to the MVP project.

Condensed Balance Sheets

	June 30, 2024		December 31, 2023
	(Unaudited)
	(Thousands)
Current assets	$	181,485	$	349,417
Non-current assets	9,430,433		8,480,539
Total assets	$	9,611,918	$	8,829,956
Current liabilities	$	218,689	$	371,508
Non-current liabilities	33		—
Total liabilities	218,722		371,508
Equity	9,393,196		8,458,448
Total liabilities and equity	$	9,611,918	$	8,829,956

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Condensed Statements of Operations

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(Unaudited)
	(Thousands)
Operating revenues	$	3,723	$	—	$	3,723	$	—
Operating expenses	(10,822)		—		(10,856)		—
AFUDC - equity	27,171		34,822		129,750		34,822
AFUDC - debt	11,644		14,923		55,604		14,923
Other interest	1,900		305		5,170		562
Net income	$	33,616	$	50,050	$	183,391	$	50,307

MVP Southgate Project. In April 2018, the MVP Joint Venture announced the MVP Southgate project (MVP Southgate) as a contemplated interstate pipeline that was approved by the United States FERC and designed to extend approximately 75 miles from the MVP in Pittsylvania County, Virginia to new delivery points in Rockingham and Alamance Counties, North Carolina using 24-inch and 16-inch diameter pipe.

In late December 2023, following completion of its negotiations with each of Public Service Company of North Carolina, Inc. (PSNC) and Duke Energy Carolinas, LLC (Duke), the MVP Joint Venture entered into precedent agreements with each of PSNC and Duke. The precedent agreements contemplate an amended project (in lieu of the original project) and, among other things, describe certain conditions precedent to the parties' respective obligations regarding MVP Southgate. The amended project would extend approximately 31 miles from the terminus of the MVP in Pittsylvania County, Virginia to planned new delivery points in Rockingham County, North Carolina using 30-inch diameter pipe.

The Company is expected to operate the MVP Southgate pipeline and owned a 47.2% interest in the MVP Southgate project as of June 30, 2024. The targeted completion timing for the project is June 2028.

Pursuant to the MVP Joint Venture's limited liability company agreement, MVP Holdco is obligated to provide performance assurances in respect of MVP Southgate, which performance assurances may take the form of a guarantee from EQM (provided that EQM's debt is rated as investment grade in accordance with the requirements of the MVP Joint Venture's limited liability company agreement), a letter of credit or cash collateral. On April 6, 2023, EQM’s $14.2 million letter of credit with respect to the MVP Southgate project was terminated, following the determination to temporarily defer partners’ obligations to post performance assurances with respect to the MVP Southgate project, which may be reinstated upon further developments. Upon the FERC’s initial release to begin construction of the MVP Southgate project, the Company will be obligated to deliver an allowable form of performance assurance in an amount equal to 33% of MVP Holdco’s proportionate share of the remaining capital obligations under the applicable construction budget.

6.     Share-based Compensation Plans

In December 2021, the Company granted a special, one-time, performance award program designed to reward all employees should the Company’s most complex and strategically significant project, the MVP project, be placed in-service, subject to continued service through the applicable payment date (the MVP PSU Program). The achievement of the MVP Joint Venture being authorized by the FERC to commence service on the MVP represented a performance condition as defined by ASC 718, Share-based Compensation. During the second quarter of 2024, the MVP Joint Venture was authorized by the FERC to commence service on the MVP. As such, the performance condition of the MVP PSU Program was achieved and the award vested and was paid in Company common stock on June 28, 2024. Certain shares of the MVP PSU Program remain outstanding and are subject to continued service through the first and second anniversaries of the in-service date.

In June 2023, the performance condition associated with the MVP PSU Program awards was deemed to be probable, and the Company recognized compensation cost of approximately $16.8 million that included the cumulative catch-up of approximately $14.1 million to reflect the requisite service period of each award that had been provided to date. As of June 30, 2024, there was approximately $1.7 million of unrecognized compensation cost related to non-vested MVP PSU Program awards that is expected to be recognized over a remaining weighted average vesting term of approximately 1.4 years.

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7.    Debt

Amended EQM Credit Facility. On February 15, 2024 (the Fifth Amendment Date), EQM entered into an amendment (the Fifth Amendment) to the Third Amended and Restated Credit Agreement, dated as of October 31, 2018 (as amended, supplemented or otherwise modified, the Amended EQM Credit Facility), among EQM, as borrower, Wells Fargo Bank, National Association, as the administrative agent, swing line lender and an L/C issuer, the lenders party thereto from time to time and any other persons party thereto from time to time. The Fifth Amendment, among other things, amended the financial covenant, such that the Consolidated Leverage Ratio (as defined in the Amended EQM Credit Facility) (i) as of March 31, 2024, could not exceed 6.00 to 1.00, (ii) as of June 30, 2024, could not exceed 6.25 to 1.00, (iii) as of September 30, 2024, cannot exceed 5.85 to 1.00 and (iv) as of the end of each fiscal quarter thereafter, cannot exceed 5.50 to 1.00. EQM has or, as applicable, will have aggregate commitments available under the Amended EQM Credit Facility of approximately $1.55 billion prior to April 30, 2025, and approximately $1.45 billion on and after April 30, 2025 and prior to April 30, 2026. For the avoidance of doubt, any reference to the Amended EQM Credit Facility as of any particular date shall mean the Amended EQM Credit Facility as in effect on such date.

As of June 30, 2024, EQM had $655 million of borrowings and approximately $1.0 million of letters of credit outstanding under the Amended EQM Credit Facility. As of December 31, 2023, EQM had $915 million of borrowings and approximately $105.8 million of letters of credit outstanding under the Amended EQM Credit Facility. Taking into account the maximum Consolidated Leverage Ratio applicable under the Amended EQM Credit Facility that, as of June 30, 2024, could not exceed 6.25 to 1.00, EQM had the ability to borrow approximately $0.5 billion under the Amended EQM Credit Facility as of June 30, 2024. The Company believes that its cash on hand, future cash generated from operations and future cash received from potential distributions from the MVP Joint Venture, including as a result of potential financing at the MVP Joint Venture, together with available borrowing capacity under its subsidiaries' credit facilities and its access to banking and capital markets, will provide adequate resources to fund its short-term and long-term capital, operating and financing needs.

During the three and six months ended June 30, 2024, the maximum outstanding borrowings at any time were approximately $655 million and $1,055 million, respectively, the average daily balances were approximately $545 million and $690 million, respectively, and the weighted average annual interest rate was approximately 8.3%. For the three and six months ended June 30, 2024, commitment fees of $1.2 million and $1.9 million, respectively, were paid to maintain credit availability under the Amended EQM Credit Facility. During the three and six months ended June 30, 2023, the maximum outstanding borrowings at any time were approximately $255 million and $315 million, respectively, the average daily balances were approximately $191 million and $225 million, respectively, and the weighted average annual interest rates were approximately 7.9% and 7.7%, respectively. For the three and six months ended June 30, 2023, commitment fees of $2.3 million and $4.4 million, respectively, were paid to maintain credit availability under the Amended EQM Credit Facility. As of June 30, 2024 and December 31, 2023, no term loans were outstanding under the Amended EQM Credit Facility.

The Amended EQM Facility contains negative covenants that, among other things, limit restricted payments, the incurrence of debt, dispositions, mergers and other fundamental changes, and transactions with affiliates, in each case and as applicable, subject to certain specified exceptions. In addition, the Amended EQM Credit Facility contains certain specified events of default such as insolvency, nonpayment of scheduled principal or interest obligations, change of control and cross-default related to the acceleration or default of certain other financial obligations.

Eureka Credit Facility. Eureka has a $400 million senior secured revolving credit facility with Sumitomo Mitsui Banking Corporation, as administrative agent, the lenders party thereto from time to time and any other persons party thereto from time to time (the 2021 Eureka Credit Facility) that matures in November 2025.

As of June 30, 2024, and December 31, 2023, Eureka had $330 million and $315 million, respectively, of borrowings outstanding under the 2021 Eureka Credit Facility. For the three and six months ended June 30, 2024, the maximum amount of outstanding borrowings under the 2021 Eureka Credit Facility at any time were approximately $330 million, the average daily balances were approximately $330 million and $326 million, respectively, and Eureka incurred interest at a weighted average annual interest rate of approximately 8.3%. For the three and six months ended June 30, 2024, commitment fees of $0.1 million and $0.2 million, respectively, were paid to maintain credit availability under the 2021 Eureka Credit Facility. For the three and six months ended June 30, 2023, the maximum amount of outstanding borrowings under the 2021 Eureka Credit Facility at any time were approximately $315 million, the average daily balances were approximately $309 million and $303 million, respectively, and Eureka incurred interest at weighted average annual interest rates of approximately 7.7% and 7.4%, respectively. For the three and six months ended June 30, 2023, commitment fees of $0.1 million and $0.2 million, respectively, were paid to maintain credit availability under the 2021 Eureka Credit Facility.

The 2021 Eureka Credit Facility contains negative covenants that, among other things, limit restricted payments, the incurrence of debt, dispositions, mergers and other fundamental changes, and transactions with affiliates, in each case and as applicable, subject to certain specified exceptions. In addition, the 2021 Eureka Credit Facility contains certain specified events of default

16

such as insolvency, nonpayment of scheduled principal or interest obligations, loss and failure to replace certain material contracts, change of control and cross-default related to the acceleration or default of certain other financial obligations.

2024 Senior Notes. On February 26, 2024, EQM completed a private offering of $600 million in aggregate principal amount of new 6.375% senior notes due 2029 (the 2024 Senior Notes) and received net proceeds from the offering of approximately $590.6 million inclusive of a discount of approximately $7.5 million and debt issuance costs of approximately $1.9 million. EQM used the net proceeds from the 2024 Senior Notes offering to repay certain outstanding indebtedness, including borrowings under the Amended EQM Credit Facility, and for general partnership purposes.

The 2024 Senior Notes were issued under and are governed by an indenture, dated February 26, 2024 (the 2024 Indenture), between EQM and U.S. Bank Trust Company, National Association, as trustee (the Trustee). The 2024 Indenture contains 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. The 2024 Senior Notes will mature on April 1, 2029 and interest on the 2024 Senior Notes is payable semi-annually in arrears on April 1 and October 1 of each year, commencing on October 1, 2024.

The 2024 Senior Notes are unsecured and rank equally in right of payment with all of EQM’s existing and future senior indebtedness. The 2024 Senior Notes are senior in right of payment to any of EQM’s future indebtedness that are, by their terms, expressly subordinated in right of payment to the 2024 Senior Notes. The 2024 Senior Notes are effectively subordinated to EQM’s future secured indebtedness, if any, to the extent of the value of the assets securing such indebtedness, and structurally subordinated to all existing and future obligations, including trade payables, of EQM’s subsidiaries, other than any subsidiaries that may guarantee the Notes in the future.

EQM may, at its option, redeem some or all of the 2024 Senior Notes, in whole or in part, at any time prior to their maturity at the applicable redemption price as set forth in the Indenture.

Upon the occurrence of a Change of Control Triggering Event (as defined in the 2024 Indenture), EQM may be required to offer to purchase the 2024 Senior Notes at a purchase price equal to 101% of the aggregate principal amount of the 2024 Senior Notes repurchased, plus accrued and unpaid interest, if any, on the 2024 Senior Notes repurchased, to, but excluding, the date of settlement, subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of settlement.

The 2024 Indenture contains certain events of default (each an Event of Default), including the following: (1) default in the payment of interest on such 2024 Senior Notes when due that continues for 30 days; (2) default in the payment of principal of or premium, if any, on any such 2024 Senior Notes when due, whether at its stated maturity, upon redemption or otherwise; (3) failure by EQM or any subsidiary guarantor, if any, to comply for 90 days with the other agreements with respect to such 2024 Senior Notes contained in the 2024 Indenture after written notice by the Trustee or by the holders of at least 25% in principal amount of the outstanding 2024 Senior Notes; (4) certain events of bankruptcy, insolvency or reorganization of EQM or any subsidiary guarantor, if any, that is one of EQM’s Significant Subsidiaries (as defined in the 2024 Indenture); and (5) if such 2024 Senior Notes are guaranteed by a subsidiary guarantor that is one of EQM’s Significant Subsidiaries, (a) the guarantee of that subsidiary guarantor ceases to be in full force and effect, except as otherwise provided in the 2024 Indenture; (b) the guarantee of that subsidiary guarantor is declared null and void in a judicial proceeding; or (c) such subsidiary guarantor denies or disaffirms its obligations under the 2024 Indenture or its guarantee.

If an Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the outstanding 2024 Senior Notes may declare the principal of and all accrued and unpaid interest on such 2024 Senior Notes to be immediately due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization occurs, the principal of and interest on the 2024 Senior Notes will become immediately due and payable without any action on the part of the Trustee or any holders of the 2024 Senior Notes.

2023 Senior Notes Redemption. On June 21, 2023 (the Redemption Date), EQM redeemed in full its remaining outstanding 4.75% Senior Notes due 2023 (the 2023 Notes) in the aggregate principal amount of $98.9 million, pursuant to the Indenture, dated as of August 1, 2014, by and between EQM, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A. (BNYMTC), as trustee, as supplemented by that certain Third Supplemental Indenture, dated as of June 25, 2018, by and between the EQM and BNYMTC, at a redemption price equal to 100% of the principal amount of the 2023 Notes, plus accrued and unpaid interest to, but not including, the Redemption Date. Upon the redemption by EQM of the 2023 Notes, the Third Supplemental Indenture was discharged and ceased to be of further effect except as to rights thereunder. EQM utilized cash on hand to effect payment of the redemption on the Redemption Date.

As of June 30, 2024, EQM and Eureka were in compliance with all debt provisions and covenants.

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8.    Fair Value Measurements

Assets Measured at Fair Value on a Recurring Basis. The Company records derivative instruments at fair value on a gross basis in its consolidated balance sheets. The Company, EQT and certain affiliates of EQT have a Gas Gathering and Compression Agreement dated February 26, 2020 (as amended, the "EQT Global GGA") which provides, among other things, for potential cash bonus payments payable by EQT to the Company during the period that began on July 1, 2024 through the calendar quarter ending December 31, 2024 (the Henry Hub cash bonus payment provision). The potential cash bonus payments are conditioned upon the quarterly average of certain Henry Hub natural gas prices exceeding certain price thresholds. The Henry Hub cash bonus payment provision is accounted for as a derivative instrument and recorded at its estimated fair value using a Monte Carlo simulation model. Significant inputs used in the fair value measurement include NYMEX Henry Hub natural gas futures prices as of the date of valuation, probability-weighted assumptions regarding MVP project completion (prior to in-service), the actual MVP in-service date, risk-free interest rates based on U.S. Treasury rates, expected volatility of NYMEX Henry Hub natural gas futures prices and an estimated credit spread of EQT. The probability-weighted assumptions regarding MVP project completion utilizing internally developed methodologies (prior to in-service), and the expected volatility of NYMEX Henry Hub natural gas futures prices, used in the valuation methodology represent significant unobservable inputs causing the Henry Hub cash bonus payment provision to be designated as a Level 3 fair value measurement. An expected average volatility of approximately 55.0% was utilized in the valuation model, which is based on market-quoted volatilities of relevant NYMEX Henry Hub natural gas forward prices.

As of June 30, 2024 and December 31, 2023, the fair values of the Henry Hub cash bonus payment provision were $23.0 million and $24.5 million, respectively, which were recorded in other current assets on the Company's consolidated balance sheets. During the three and six months ended June 30, 2024, the Company recognized a gain of $3.2 million and a loss of $1.5 million, respectively, and during the three and six months ended June 30, 2023 the Company recognized gains of $19.4 million and $10.9 million, respectively, representing the change in estimated fair value of the derivative instrument during the respective periods and are recorded in other income (expense), net on the Company's statements of consolidated comprehensive income.

Other Financial Instruments. The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short maturity of the instruments. The carrying values of borrowings under the Amended EQM Credit Facility and the 2021 Eureka Credit Facility approximate fair value as the interest rates are based on prevailing market rates. As EQM's borrowings under its 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 June 30, 2024 and December 31, 2023, the estimated fair values of EQM's senior notes were approximately $6,916.8 million and $6,334.3 million, respectively, and the carrying values of EQM's senior notes were approximately $6,943.2 million and $6,346.4 million, respectively. The fair value of the preferred interest that the Company has in EQT Energy Supply, LLC (EES), a subsidiary of EQT (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 June 30, 2024, and December 31, 2023, the estimated fair values of the Preferred Interest were approximately $86.3 million and $90.7 million, respectively, and the carrying values of the Preferred Interest were approximately $85.4 million and $88.5 million, respectively.

9.    Earnings Per Share

The Company excluded 30,059 and 30,111 (in thousands) of weighted average anti-dilutive securities related to the Equitrans Midstream Preferred Shares and stock-based compensation awards from the computation of diluted weighted average common shares outstanding for the three and six months ended June 30, 2024. The Company excluded 31,125 and 32,506 (in thousands) of weighted average anti-dilutive securities related to the Equitrans Midstream Preferred Shares and stock-based compensation awards from the computation of diluted weighted average common shares outstanding for the three and six months ended June 30, 2023.

The Company grants Equitrans Midstream phantom units to non-employee directors that will be paid in Equitrans Midstream common stock upon the director's termination of service from the Company's Board of Directors. As there are no remaining service, performance or market conditions related to these awards, 901 and 871 (in thousands) Equitrans Midstream phantom units were included in the computation of basic and diluted weighted average common shares outstanding for the three and six months ended June 30, 2024, respectively and 745 and 674 (in thousands) Equitrans Midstream phantom units were included in the computation of basic and diluted weighted average common shares outstanding for the three and six months ended June 30, 2023, respectively.

10.     Income Taxes

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The Company's effective tax rate was 9.0% for the three months ended June 30, 2024 compared to 0.7% for the three months ended June 30, 2023. The Company's effective tax rate was 12.6% for the six months ended June 30, 2024 compared to (1.9)% for the six months ended June 30, 2023. The Company calculates the provision for income taxes for interim periods by applying an estimate of the annual effective tax rate for the full fiscal year to "ordinary" income or loss (income (loss) before income taxes excluding unusual or infrequently occurring items) for the periods. The effective tax rate was higher for the three and six months ended June 30, 2024 compared to the three and six months ended June 30, 2023 primarily due to the impact of changes in the valuation allowance that limit tax benefits for the Company's federal and state deferred tax assets and the impact of projected AFUDC - equity from the MVP project. The effective tax rate for the three and six months ended June 30, 2024 and for the three and six months ended June 30, 2023 was lower than the statutory rate primarily due to the impact of changes in valuation allowances that limit tax benefits for the Company’s federal and state deferred tax assets and the impact of projected AFUDC – equity from the MVP project.

For the six months ended June 30, 2024, the Company believes that it is more likely than not that a portion of the benefit from the deferred tax assets related to interest disallowance carryforward under Internal Revenue Code Section 163(j) will not be realized and accordingly, the Company maintains a valuation allowance. For the six months ended June 30, 2024, the Company recorded approximately $20.2 million in income tax benefit related to changes in valuation allowances because of increases in federal and state deferred tax liabilities that are expected to be realized against net operating losses and a portion of the interest disallowance carryforward. As of June 30, 2024 and December 31, 2023, the valuation allowances related to federal and state deferred tax assets were approximately $36.6 million and $56.8 million, respectively.

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EQUITRANS MIDSTREAM CORPORATION

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 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 “aim,” “anticipate,” “approximate,” “aspire,” “assume,” “believe,” “budget,” “cause,” “continue,” “could,” “depend,” “develop,” “design,” “estimate,” “expect,” “focused,” “forecast,” “goal,” “guidance,” “impact,” “implement,” “increase,” “intend,” “lead,” “maintain,” “may,” “might,” “objective,” “opportunity,” “outlook,” “plan,” “position,” “possible,” “potential,” “predict,” “project,” “pursue,” “reduce,” “remain,” “result,” “scheduled,” “seek,” “should,” “strategy,” “strive,” “target,” “view,” “will,” or “would” and other similar words. The absence of such words or expressions does not necessarily mean the statements are not forward-looking. Without limiting the generality of the foregoing, forward-looking statements contained in this Quarterly Report on Form 10-Q include the expectations of plans, strategies, objectives, and growth and anticipated financial and operational performance of Equitrans Midstream Corporation (together with its subsidiaries, Equitrans Midstream or the Company), including the following and/or statements with respect thereto, as applicable:

•statements regarding the proposed EQT Transaction, including the ability to consummate the Mergers in the expected time frame;

•anticipated or perceived benefits of the proposed EQT Transaction;

•the timing for, and ability to effect, the redemption of the Equitrans Midstream Preferred Shares (as defined herein), if any;

•the continuance of the FERC authorization in respect of the MVP as of the closing date of the First Merger without material limitations, modifications, or conditions,

•guidance and any changes in such guidance in respect of the Company’s gathering, transmission and storage and water services revenue and volume, including the anticipated effects associated with the EQT Global GGA;

•projected and assumed revenue (including from firm reservation fees) and volumes, gathering rates, deferred revenues, expenses and contract liabilities, and the effects on liquidity, leverage, projected revenue, deferred revenue and contract liabilities associated with the EQT Global GGA and the MVP project;

•the weighted average contract life of gathering, transmission and storage contracts;

•the ultimate total cost to be incurred for the development of the MVP, inclusive of completing restoration efforts;

•the realizability of the perceived benefits of the MVP project;

•view as to having finalized the scope of the MVP Southgate and the ability to permit, construct, complete and place in service the MVP Southgate;

•the targeted total project cost and timing for completing (and ability to complete) MVP Southgate, including the satisfaction, if any, of conditions precedent with respect to the relevant precedent agreements, timing for forecasted capital expenditures related thereto, and the realizability of the perceived benefits of the amended project, design, scope and provisions included in the relevant precedent agreements, and any potential extensions of the terms of the precedent agreements;

•the MVP Joint Venture's ability to execute any additional agreements for firm capacity for the MVP Southgate;

•the realizability of all or any portion of the Henry Hub cash bonus payment under the EQT Global GGA;

•the potential for future bipartisan support for, and the potential timing for, additional federal energy infrastructure permitting reform legislation to be enacted;

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•the ultimate terms, partner relationships and structure of the MVP Joint Venture and ownership interests therein;

•     the potential for the MVP, EQM's leverage, the EQT Transaction, customer credit ratings changes, defaults, acquisitions, dispositions and financings to impact EQM's credit ratings and the potential scope of any such impacts;

•     the effect and outcome of contractual disputes, litigation and other proceedings, including regulatory investigations and proceedings;

•     the potential effects of any consolidation of or effected by upstream gas producers, including acquisitions of midstream assets, whether in or outside of the Appalachian Basin;

•    the effects of conversion, if at all, of the Equitrans Midstream Preferred Shares;

•    the effects of seasonality;

•     expected cash flows, cash flow profile (and support therefor from certain contract structures) and MVCs, including those associated with the EQT Global GGA, and the potential impacts thereon of total cost of the MVP project;

•     the Company's ability to recoup replacement and related costs;

•     statements regarding macroeconomic factors' effects on the Company's business, including future commodity prices, the impact of MVP in-service on commodity prices or natural gas volumes in the Appalachian Basin, and takeaway capacity constraints in the Appalachian Basin;

•     beliefs regarding future decisions of customers in respect of production growth, curtailing natural gas production, timing of turning wells in line, rig and completion activity and related impacts on the Company's business, and the effect, if any, on such future decisions of MVP in-service, as well as the potential for increased volumes to flow to the Company's gathering and transmission system to supply the MVP following in-service;

•     the Company's liquidity and financing position and requirements, including sources, availability and sufficiency;

•     statements regarding future interest rates and/or reference rates and the potential impacts thereof;

•     the ability of the Company's subsidiaries (some of which are not wholly owned) to service debt under, and comply with the covenants contained in, their respective credit agreements;

•     the MVP Joint Venture's ability to raise project-level debt and timing thereof, and the anticipated proceeds that the Company expects to receive therefrom;

•     the ability of the MVP Joint Venture to attain sufficient emission reduction credits pursuant to commercial arrangements to realize its objectives at the time it entered into such arrangements and any potential pursuit, other than through such commercial arrangements, or execution of emission mitigation in respect of the MVP;

•     expectations regarding natural gas and water volumes in the Company's areas of operations;

•     the Company's ability to achieve anticipated benefits associated with the execution of commercial agreements;

•     the Company's ability to position itself for a lower carbon economy, achieve, and create value from, its environmental, social and governance (ESG) and sustainability initiatives, targets and aspirations (including targets and aspirations set forth in its climate policy) and respond, and impacts of responding, to increasing stakeholder scrutiny in these areas;

•     the effectiveness of the Company's information technology and operational technology systems and practices to detect and defend against evolving cyberattacks on United States critical infrastructure;

•     the effects and associated cost of compliance with existing or new government regulations including any quantification of potential impacts of regulatory matters related to climate change on the Company; and

•     future tax rates, status and 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. The Company has based these forward-looking statements on management's current expectations and assumptions about future events. While the Company considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory, judicial,

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construction and other risks and uncertainties, many of which are difficult to predict and are beyond the Company's control, including, as it pertains to the EQT Global GGA and certain assumed MVC step ups and gathering fee rates thereunder, the risk that an amendment to the EQT Global GGA required to implement such step ups and rates will not be executed in the form negotiated with EQT and, as it pertains to the MVP project and its total cost and ongoing operation and ability to mitigate emissions, risks and uncertainties such as, as applicable, the physical restoration scope and conditions, including steep slopes, weather which could affect restoration and operation, including the amount and severity of pipeline slips, testing, continued crew availability during restoration efforts, ability to enter into unit-based contractor arrangements and certain environmental mitigation agreements and meet workforce draw down plans, productivity ultimately realized, contractor and subcontractor costs and timing of related invoices received or revised, including for completed work, assumptions related to, and the realizability of, bids provided and/or claims which could be made by or against contractors, including relating to materials or subcontractors, project opposition, the maintenance of any necessary authorizations and permits, the availability of upstream and downstream infrastructure relative to MVP, and the performance of a contractual counterparty in generating certain emission reduction credits to be purchased by the MVP Joint Venture and factors, such as that performance, which may affect future determinations of the MVP Joint Venture as to the potential pursuit of any other emission mitigation. The risks and uncertainties that may affect the operations, performance and results of the Company's business and forward-looking statements include, but are not limited to, those set forth under Part I, "Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, as updated by subsequent Quarterly Reports on Form 10-Q, including this Quarterly Report on Form 10-Q, as applicable.

Any forward-looking statement speaks only as of the date on which such statement is made and the Company does not intend to correct or update any forward-looking statement, unless required by securities law, whether as a result of new information, future events or otherwise. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements. All such statements are expressly qualified by this cautionary statement.

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Executive Overview

Net income attributable to Equitrans Midstream common shareholders was $49.9 million, $0.11 per diluted share, for the three months ended June 30, 2024 compared to $52.6 million, $0.12 per diluted share, for the three months ended June 30, 2023. The decrease resulted primarily from higher net interest expense, lower other income and higher income tax expense, partially offset by higher operating revenues.

Net income attributable to Equitrans Midstream common shareholders was $144.2 million, $0.33 per diluted share, for the six months ended June 30, 2024 compared to $139.7 million, $0.32 per diluted share, for the six months ended June 30, 2023. The increase resulted primarily from higher equity income and higher operating revenues, partially offset by higher net interest expense, higher income tax expense, lower other income and higher operating expenses.

Proposed Acquisition by EQT Corporation. On March 10, 2024, we entered into a definitive agreement to be acquired by EQT. The EQT Transaction is expected to close on July 22, 2024 taking into account, as of the filing of this Quarterly Report on Form 10-Q, the satisfaction in accordance with the terms and conditions of the Merger Agreement of various conditions to closing under the Merger Agreement, including, among others: (i) approval of the Merger Agreement and the Mergers by a majority of the votes cast by holders of Equitrans Midstream common stock and Equitrans Midstream Preferred Shares, with such Equitrans Midstream Preferred Shares treated as Equitrans Midstream common stock on an as-converted basis, voting together as a single class, (ii) approval of the issuance of EQT Shares in connection with the Mergers by a majority of votes cast at a special meeting of holders of EQT Shares, (iii) expiration or termination of (a) all waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act) and (b) any commitment to, or agreement with, any governmental entity to delay the consummation of, or not to consummate the transactions contemplated by the Merger Agreement, and (iv) the MVP Joint Venture receiving authorization of the FERC to place the MVP in-service. The Company recorded approximately $2.0 million and $7.7 million in expenses related to the EQT Transaction during the three and six months ended June 30, 2024, respectively, primarily related to advisor, legal and other transaction-related fees.

On June 25, 2024, Parent delivered to the Company a written election exercising Parent’s right under the Merger Agreement to cause the Company to purchase and redeem, prior to the Effective Time, all issued and outstanding Equitrans Midstream Preferred Shares in accordance the Company’s Second Amended and Restated Articles of Incorporation. The Company has no obligation to purchase and redeem the Equitrans Midstream Preferred Shares in accordance with the Merger Agreement unless Parent has deposited with the paying agent for such redemption sufficient funds to effect such purchase and redemption, and the deposit of such funds and any instructions and authority to pay such funds to holders of the Equitrans Midstream Preferred Shares in the redemption has occurred at least one hour prior to the consummation of the proposed EQT Transaction. In the event the EQT Transaction will not be consummated, the redemption will not be effected. Subject to the foregoing, the Company expects the purchase and redemption to occur on July 22, 2024 prior to the consummation of the EQT Transaction (or such later date as may be contemplated by virtue of the timing of the consummation of the EQT Transaction).

Mountain Valley Pipeline and Related Long-Term Firm Capacity. After receiving FERC authorization on June 11, 2024, MVP entered service on June 14, 2024 and became available for interruptible or short-term firm transportation service. MVP and MVP-related long-term firm capacity obligations commenced on July 1, 2024.

The MVP Joint Venture has continued to undertake certain restoration efforts in respect of the MVP since the in-service date. However, project costs were adversely affected by certain factors, including primarily unexpectedly high bids received from contractors for certain restoration work, overall restoration productivity relative to expectations, and unexpected subcontractor costs invoiced for now-completed boring work. Given these costs, the overall declining scope of work as restoration efforts continue, and the Company’s views of other relevant factors, the Company is targeting a total project cost of approximately $7.9 billion (excluding AFUDC). While such targeted total project cost incorporates certain forecasted factors such as potential changes in restoration scope, it does not reflect general contingency for factors which also could affect the total project cost realized, such as weather, unexpected contractor costs and other factors outlined in the "Cautionary Statements" section of this Quarterly Report on Form 10-Q.

The MVP Joint Venture has secured a total of 2.0 Bcf per day of firm capacity commitments at 20-year terms. Additional shippers have expressed interest in the MVP project and 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. Through June 30, 2024, the Company had funded approximately $4.0 billion to the MVP Joint Venture for the MVP project. Based on the total project cost estimate of approximately $7.9 billion (excluding AFUDC), the Company’s equity ownership in the MVP project is expected to progressively increase from approximately 49.0% to approximately 49.2%.

Additionally, EQT's long-term firm capacity commitments for the Hammerhead pipeline commenced on July 1, 2024. Interruptible volumes from the Company's Hammerhead Gathering agreement with EQT continued up to the full commercial

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in-service date of the Hammerhead pipeline of July 1, 2024, when EQT's firm commitments commenced. The 20-year term firm transportation agreements for 550 MMcf per day of capacity on the EEP project commenced on July 1, 2024.

Pursuant to the EQT Global GGA and given MVP full in-service occurred in 2024, MVC step ups and gathering fee rates are to be set forth in an amendment to the EQT Global GGA. The step ups and rates would become effective as of July 1, 2024 in accordance with the terms of the EQT Global GGA. The amendment, which reflects the step ups and rates assumed by the Company for purposes of the EQT Global GGA, has been negotiated, but not yet executed, with EQT as of the filing of this Quarterly Report on Form 10-Q.

Forward Looking Statements. Any discussion included in this management discussion and analysis regarding the Company’s expectations, and any other expectations, such as relating to the MVP, refers to the expectations of the Company and its management at the time of filing this Quarterly Report on Form 10-Q with respect to the Company as a stand-alone company. Following the expected closing of the EQT Transaction on July 22, 2024, these expectations may no longer reflect the plans or expectations of the Company (or its successor) as a wholly owned subsidiary of EQT.

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. Headquarters costs consist primarily of transaction costs and other certain unallocated corporate expenses, as applicable. Net interest expense, loss on extinguishment of debt, components of other income (expense), net and income tax expense (benefit) are managed on a consolidated basis. The Company has presented each segment's operating income, other income (expense), net, equity income and various operational measures, as applicable, 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 and uncertainties of its segments. The Company has reconciled each segment's operating income to the Company's consolidated operating income and net income in Note 3.

Gathering Results of Operations

	Three Months Ended June 30,					Six Months Ended June 30,
	2024		2023		% Change	2024		2023		% Change
	(Thousands, except per day amounts)
FINANCIAL DATA
Firm reservation fee revenues (a)	$	147,498	$	141,737	4.1	$	283,174	$	281,808	0.5
Volumetric-based fee revenues (b)	82,508		68,457		20.5	171,472		139,138		23.2
Total operating revenues	230,006		210,194		9.4	454,646		420,946		8.0
Operating expenses:
Operating and maintenance	25,500		25,136		1.4	50,260		46,532		8.0
Selling, general and administrative	26,762		38,446		(30.4)	55,226		57,954		(4.7)
Depreciation	50,850		49,387		3.0	101,002		98,736		2.3
Amortization of intangible assets	16,205		16,205		—	32,410		32,410		—
Total operating expenses	119,317		129,174		(7.6)	238,898		235,632		1.4
Operating income	$	110,689	$	81,020	36.6	$	215,748	$	185,314	16.4
Other income (expense), net (c)	$	3,203	$	19,416	(83.5)	$	(1,469)	$	10,922	(113.4)
OPERATIONAL DATA
Gathered volumes (BBtu per day)
Firm capacity (d)	4,681		5,273		(11.2)	4,729		5,283		(10.5)
Volumetric-based services	2,387		2,147		11.2	2,495		2,118		17.8
Total gathered volumes	7,068		7,420		(4.7)	7,224		7,401		(2.4)
Capital expenditures (e)	$	65,996	$	71,893	(8.2)	$	120,252	$	131,606	(8.6)

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(a)For the three and six months ended June 30, 2024, firm reservation fee revenues included approximately $3.2 million and $9.1 million, respectively, of MVC unbilled revenues. For the three and six months ended June 30, 2023, firm reservation fee revenues included approximately $2.4 million and $5.7 million, respectively, of MVC unbilled revenues.

(b)For the six months ended June 30, 2023, volumetric-based fee revenues included a one-time contract buyout by a customer for approximately $5.0 million.

(c)Other income (expense), net includes the unrealized gains (losses) on derivative instruments associated with the Henry Hub cash bonus payment provision. See Note 8 for further information on the Henry Hub cash bonus payment provision.

(d)Includes volumes up to the contractual MVC under agreements structured with MVCs. Volumes in excess of the contractual MVC are reported under volumetric-based services.

(e)Includes approximately $5.0 million and $10.0 million of capital expenditures related to the noncontrolling interest in Eureka Midstream for the three and six months ended June 30, 2024, respectively, and includes approximately $5.0 million and $8.2 million of capital expenditures related to the noncontrolling interest in Eureka Midstream for the three and six months ended June 30, 2023, respectively.

Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023

Gathering operating revenues increased by $19.8 million for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. Volumetric-based fee revenues increased by $14.0 million primarily due to higher gathered volumes that previously were subject to MVC revenues. Firm reservation fee revenues increased by $5.8 million primarily due to new customer agreements and higher effective rates, partly offset by the aforementioned change in volumetric-based fee revenues caused by the expiration of MVCs under a certain customer contract.

Gathering operating expenses decreased by $9.9 million for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. Selling, general and administrative expenses decreased by $11.7 million primarily due to personnel costs associated with the MVP PSU Program, including a cumulative catch-up, during the three months ended June 30, 2023, partially offset by an increased reserve for bad debt expense. Depreciation expense increased by $1.5 million as a result of additional assets placed in-service.

Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

Gathering operating revenues increased by $33.7 million for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. Volumetric-based fee revenues increased by $32.3 million primarily due to higher gathered volumes that previously were subject to MVC revenues and gathered volumes on Hammerhead of approximately $11.1 million. Firm reservation fee revenues increased by $1.4 million primarily due to new customer agreements and higher effective rates, partially offset by the aforementioned change in volumetric-based fee revenues caused by the expiration of MVCs under a certain customer contract.

Gathering operating expenses increased by $3.3 million for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. Operating and maintenance expenses increased by $3.7 million primarily due to higher repairs and maintenance costs and higher personnel costs. Depreciation expense increased $2.3 million as a result of additional assets placed in-service. Selling, general and administrative expenses decreased by $2.7 million primarily due to personnel costs associated with the MVP PSU Program, including a cumulative catch-up, during the six months ended June 30, 2023, partially offset by higher legal fees, higher professional fees and an increased reserve for bad debt expense.

See "EQT Global GGA" in Part I, “Item 1. Business” in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 for discussion of the EQT Global GGA, and the transactions related thereto, including periodic gathering MVC fee step downs. Firm reservation fee revenues under the Company’s Hammerhead gathering agreement with EQT are expected to contribute to an increase in the Company’s firm reservation fee revenues following achievement of the Hammerhead pipeline full commercial in-service which was achieved in conjunction with full MVP in-service. However, the percentage of the Company's operating revenues that are generated by firm reservation fees may vary year to year depending on various factors, including customer volumes and the rates realizable under the Company’s contracts, including the EQT Global GGA. See also "Cautionary Statements," and "Commodity Price Risk" in Part I, "Item 3. Quantitative and Qualitative Disclosures About Market Risk" of this Quarterly Report on Form 10-Q for additional information on factors that could affect the Company's operating revenues, including the Company's perceived risk that producers could curtail production further in 2024.

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Transmission Results of Operations

	Three Months Ended June 30,					Six Months Ended June 30,
	2024		2023		% Change	2024		2023		% Change
	(Thousands, except per day amounts)
FINANCIAL DATA
Firm reservation fee revenues	$	86,688	$	82,247	5.4	$	187,011	$	183,969	1.7
Volumetric-based fee revenues (a)	17,896		10,293		73.9	34,467		47,477		(27.4)
Total operating revenues	104,584		92,540		13.0	221,478		231,446		(4.3)
Operating expenses:
Operating and maintenance	13,411		14,356		(6.6)	25,164		28,746		(12.5)
Selling, general and administrative	16,536		15,829		4.5	30,212		27,535		9.7
Depreciation	15,123		13,904		8.8	29,506		27,792		6.2
Total operating expenses	45,070		44,089		2.2	84,882		84,073		1.0
Operating income	$	59,514	$	48,451	22.8	$	136,596	$	147,373	(7.3)
Equity income	$	18,814	$	23,686	(20.6)	$	91,819	$	23,808	285.7
OPERATIONAL DATA
Transmission pipeline throughput (BBtu per day)
Firm capacity (b)	3,325		3,212		3.5	3,347		3,278		2.1
Interruptible capacity	53		26		103.8	51		15		240.0
Total transmission pipeline throughput	3,378		3,238		4.3	3,398		3,293		3.2
Average contracted firm transmission reservation commitments (BBtu per day)	3,839		3,542		8.4	3,998		3,890		2.8
Capital expenditures (c)	$	16,431	$	14,375	14.3	$	34,135	$	23,564	44.9

(a)For the six months ended June 30, 2023, volumetric-based fee revenues included a one-time contract buyout by a customer for approximately $23.8 million.

(b)Firm capacity includes volumes associated with firm capacity contracts including volumes in excess of firm capacity.

(c)Transmission capital expenditures do not include aggregate capital contributions made to the MVP Joint Venture of approximately $135.4 million and $558.3 million for the three and six months ended June 30, 2024, respectively, and approximately $36.0 million and $70.5 million for the three and six months ended June 30, 2023, respectively.

Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023

Transmission operating revenues increased by $12.0 million for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. Firm reservation fee revenues increased $4.4 million primarily due to new capacity contracts associated with the OVC expansion project that was placed in-service during the second quarter of 2024. Volumetric-based fee revenues increased $7.6 million primarily as a result of higher effective rates and increased throughput volumes.

Operating expenses increased by $1.0 million for the three months ended June 30, 2024, compared to the three months ended June 30, 2023. Depreciation expense increased $1.2 million as a result of additional assets placed in-service. Selling, general and administrative expense increased $0.7 million primarily due to an increased reserve for bad debt expense and higher professional fees, partially offset by personnel costs associated with the MVP PSU Program, including a cumulative catch-up, during the three months ended June 30, 2023. Operating and maintenance expense decreased $0.9 million due to expenses associated with the Rager Mountain natural gas storage field incident incurred in the second quarter of 2023 and lower personnel costs, partially offset by higher repairs and maintenance expense.

Equity income decreased by $4.9 million for the three months ended June 30, 2024 compared to the three months ended June 30, 2023 due to the decrease in the MVP Joint Venture's AFUDC on the MVP project resulting from the achievement of MVP full in-service in June 2024.

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Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

Transmission operating revenues decreased by $10.0 million for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. Firm reservation fee revenues increased $3.0 million primarily due to new capacity contracts associated with the OVC expansion project that was placed in-service during the second quarter of 2024. Volumetric-based fee revenues decreased $13.0 million primarily as a result of a one-time contract buyout by a customer of approximately $23.8 million incurred during the six months ended June 30, 2023, partially offset by higher effective rates and increased throughput volumes.

Operating expenses increased by $0.8 million for the six months ended June 30, 2024, compared to the six months ended June 30, 2023. Operating and maintenance expense decreased $3.6 million primarily due to expenses associated with the Rager Mountain natural gas storage field incident incurred during the six months ended June 30, 2023, partially offset by higher repairs and maintenance costs. Selling, general and administrative expenses increased by $2.7 million primarily due to higher legal fees and an increased reserve for bad debt expense, partially offset by personnel costs associated with the MVP PSU Program, including a cumulative catch-up, during the six months ended June 30, 2023.

Equity income increased $68.0 million for the six months ended June 30, 2024 compared to the six months ended June 30, 2023, respectively, due to the increase in the MVP Joint Venture's AFUDC on the MVP project resulting from the growth construction activities in 2024 prior to the achievement of MVP full in-service. Given achievement of MVP full in-service in June 2024, the Company's equity income will be primarily derived from 20-year firm reservation contracts for the MVP project.

Water Results of Operations

	Three Months Ended June 30,					Six Months Ended June 30,
	2024		2023		% Change	2024		2023		% Change
	(Thousands, except MMgal amounts)
FINANCIAL DATA
Firm reservation fee revenues	$	12,110	$	9,389	29.0	$	21,485	$	18,764	14.5
Volumetric-based fee revenues	14,895		6,346		134.7	28,260		23,650		19.5
Total operating revenues	27,005		15,735		71.6	49,745		42,414		17.3
Operating expenses:
Operating and maintenance	9,059		6,254		44.9	17,752		13,299		33.5
Selling, general and administrative	2,149		2,440		(11.9)	4,174		3,838		8.8
Depreciation	7,111		6,511		9.2	14,145		12,374		14.3
Total operating expenses	18,319		15,205		20.5	36,071		29,511		22.2
Operating income	$	8,686	$	530	1538.9	$	13,674	$	12,903	6.0
OPERATIONAL DATA
Water services volumes (MMgal)
Firm capacity (a)	131		114		14.9	258		222		16.2
Volumetric-based services	274		168		63.1	556		519		7.1
Total water volumes	405		282		43.6	814		741		9.9
Capital expenditures	$	4,987	$	11,148	(55.3)	$	15,034	$	22,224	(32.4)

(a)    Includes volumes up to the contractual MVC under agreements structured with MVCs or ARCs, as applicable. Volumes in excess of the contractual MVC are reported under volumetric-based services.

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Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023

Water operating revenues increased by $11.3 million for the three months ended June 30, 2024 compared to the three months ended June 30, 2023 primarily as a result of increased volumetric-based fee revenues from higher volumes and higher firm reservation fee revenues due to a new MVC contract.

Water operating expenses increased by $3.1 million for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. Operating and maintenance expense increased $2.8 million due to higher purchased water costs as a result of increased activity and mixed-use water storage expenses related to a storage facility placed in-service during 2023.

Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

Water operating revenues increased by $7.3 million for the six months ended June 30, 2024 compared to the six months ended June 30, 2023 as a result of increased volumetric-based fee revenues primarily from higher volumes and higher firm reservation fee revenues due to a new MVC contract.

Water operating expenses increased by $6.6 million for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. Operating and maintenance expense increased $4.5 million due to higher mixed-use water storage expenses related to a storage facility placed in-service during 2023 and higher purchased water costs as a result of increased activity. Depreciation expense increased $1.8 million due to additional assets placed in-service.

The Company’s volumetric-based water services are directly associated with producers’ well completion activities and fresh and produced water needs (which are primarily driven by horizontal lateral lengths and the number of completion stages per well). Therefore, the Water volumetric operating results traditionally fluctuate from year-to-year in response to producers’ well completion activities.

Other Income Statement Items

Other Income (Expense), Net

Other income (expense), net decreased by $16.2 million for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. The decrease was primarily attributable to a $3.2 million unrealized gain on derivative instruments during the three months ended June 30, 2024, as compared to a $19.4 million unrealized gain on derivative instruments during the three months ended June 30, 2023, primarily due to probability-weighted assumptions regarding MVP project completion (prior to in-service) associated with the Henry Hub cash bonus payment provision and changes in NYMEX Henry Hub natural gas futures prices.

Other income (expense), net decreased by $12.1 million for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The decrease was primarily due to a $1.5 million unrealized loss on derivative instruments during the six months ended June 30, 2024, as compared to a $10.9 million unrealized gain on derivative instruments during the six months ended June 30, 2023, primarily attributable to probability-weighted assumptions regarding MVP project completion (prior to in-service) associated with the Henry Hub cash bonus payment provision and changes in NYMEX Henry Hub natural gas futures prices.

See also Note 8 for a discussion of factors affecting the estimated fair value of the derivative asset attributable to the Henry Hub cash bonus payment provision that is recognized in other income (expense), net on the Company's statements of consolidated comprehensive income.

Net Interest Expense

Net interest expense increased by $16.5 million for the three months ended June 30, 2024 compared to the three months ended June 30, 2023 primarily due to increased borrowings and interest rates under the revolving credit facilities and interest on the 2024 Senior Notes issued in February 2024, partially offset by the redemption of the 2023 Notes effected in June 2023.

Net interest expense increased by $30.4 million for the six months ended June 30, 2024 compared to the six months ended June 30, 2023 primarily due to increased borrowings and interest rates under the revolving credit facilities and interest on the 2024 Senior Notes issued in February 2024, partially offset by the redemption of the 2023 Notes effected in June 2023.

See Note 7 for a discussion of certain of the Company's outstanding debt.

Income Tax Expense (Benefit)

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See Note 10 for an explanation of the changes in income tax expense for the three and six months ended June 30, 2024 compared to the three and six months ended June 30, 2023.

Net Income Attributable to Noncontrolling Interest

Net income attributable to noncontrolling interest decreased by $0.4 million and $1.9 million for the three and six months ended June 30, 2024, respectively, compared to the three and six months ended June 30, 2023, primarily as a result of lower net income on Eureka Midstream.

Capital Expenditures

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

Capital Resources and Liquidity

The Company's liquidity requirements are to finance its operations, its capital expenditures, strategic transactions and capital contributions to joint ventures, including the MVP Joint Venture, to pay distributions, when declared and to satisfy any indebtedness obligations. Additionally, the Company or its affiliates may, at any time and from time to time, seek to retire or purchase outstanding debt through cash purchases and/or exchanges for equity or debt, in open-market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will be upon such terms and at such prices as the Company may determine, and will depend on prevailing market conditions, the Company's other liquidity requirements, contractual restrictions and other factors and the amounts involved may be material. The Company's ability to meet these liquidity requirements depends on the Company's cash flow from operations, the continued ability of the Company to borrow under its subsidiaries' credit facilities and the ability to raise capital in banking and capital markets. We believe that our cash on hand, future cash generated from operations and future cash received from potential distributions from the MVP Joint Venture, including as a result of potential financing at the MVP Joint Venture, together with available borrowing capacity under our subsidiaries' credit facilities and our access to banking and capital markets, will provide adequate resources to fund our short-term and long-term capital, operating and financing needs. However, cash flow, available borrowing capacity and capital raising activities may be affected by prevailing economic conditions in the natural gas industry and other financial and business factors, including factors discussed in Part I, “Item 1A. Risk Factors” in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 (for example, see “If we, our subsidiaries or our joint ventures are unable to obtain needed capital or financing on satisfactory terms, our ability to execute our business strategy and pay dividends to our shareholders may be diminished. Additionally, financing transactions may increase our financial leverage or could cause dilution to our shareholders.”) and factors discussed in Part II, “Item 1A. Risk Factors” in this Quarterly Report on Form 10-Q, some of which are beyond the Company's control. The Company's available sources of liquidity include cash from operations, cash on hand, borrowings under its subsidiaries' revolving credit facilities and issuances of additional debt. Taking into account the maximum Consolidated Leverage Ratio applicable under the Amended EQM Credit Facility that, as of June 30, 2024, could not exceed 6.25 to 1.00, EQM had the ability to borrow approximately $0.5 billion under the Amended EQM Credit Facility as of June 30, 2024. See Note 7 to the consolidated financial statements for further information regarding the Amended EQM Credit Facility. See also "Our subsidiaries’ significant indebtedness, and any future indebtedness, as well as the restrictions under our subsidiaries’ debt agreements, could adversely affect our operating flexibility, business, financial condition, results of operations, liquidity and ability to pay dividends to our shareholders." included in Part I, "Item 1A. Risk Factors" of the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

See “Security Ratings” below for a discussion of EQM’s credit ratings during 2024. Based on EQM's credit rating levels, EQM was obligated to deliver credit support to the MVP Joint Venture in the form of a letter of credit for the MVP project. On June 28, 2024, the $104.7 million letter of credit with respect to the MVP project was terminated, following MVP project in-service. See "A further downgrade of EQM’s credit ratings could impact our liquidity, access to capital, and costs of doing business." included in Part I, "Item 1A. Risk Factors" in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

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The following table is a summary of the cash flows by activity for the six months ended June 30, 2024 and 2023, respectively.

	Six Months Ended June 30,
	2024		2023
	(Thousands)
Cash flows
Net cash provided by operating activities	$	436,562	$	523,274
Net cash used in investing activities	(727,242)		(239,595)
Net cash provided by (used in) financing activities	173,682		(244,505)
Net decrease in cash and cash equivalents	$	(116,998)	$	39,174

Operating Activities

Net cash flows provided by operating activities decreased approximately $86.7 million for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023. The decrease was primarily due to higher interest and tax payments and the timing of other working capital payments and receipts.

Investing Activities

Net cash flows used in investing activities increased by approximately $487.6 million for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023. The increase was primarily due to higher capital contributions to the MVP Joint Venture. See “Capital Requirements” below for a discussion of forecasted 2024 capital contributions to the MVP Joint Venture.

Financing Activities

Net cash flows provided by (used in) financing activities increased by $418.2 million for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023. For the six months ended June 30, 2024, the primary sources of financing cash flows were proceeds from the issuance of the 2024 Senior Notes and borrowings under the revolving credit facilities, while the primary uses of financing cash flows were repayments on borrowings under the revolving credit facilities, payments of dividends to shareholders and distributions paid to noncontrolling interest. For the six months ended June 30, 2023, the primary uses of financing cash flows were the payments of dividends to shareholders, repayments on borrowings under the revolving credit facilities, the redemption of the 2023 Notes and distributions paid to noncontrolling interest, while the primary source of financing cash flows were borrowings under the revolving credit facilities.

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.

During the six months ended June 30, 2024, the Company invested approximately $120.3 million in gathering projects (inclusive of capital expenditures related to the noncontrolling interest in Eureka Midstream) primarily for projects related to infrastructure expansion and optimization in core development areas in the Marcellus and Utica Shales in southwestern Pennsylvania, southeastern Ohio and northern West Virginia for EQT, Range Resources Corporation and other producers. During the six months ended June 30, 2024, the Company invested approximately $34.1 million in transmission projects primarily for the Company's Ohio Valley Connector expansion project and approximately $15.0 million in its water infrastructure primarily to continue to construct the initial mixed-use water system buildout.

Given the Company's targeted total MVP project cost of approximately $7.9 billion (excluding AFUDC) as discussed under “Executive Overview – Mountain Valley Pipeline and Related Long-Term Firm Capacity” above, the Company expects to make total capital contributions to the MVP Joint Venture in 2024 of approximately $750 million. Capital contributions payable to the MVP Joint Venture are accrued upon the issuance of a capital call by the MVP Joint Venture. The Company's short-term and long-term capital investments may vary significantly from period to period based on the available investment opportunities, the timing of projects, and maintenance needs. The Company expects to fund short-term and long-term capital expenditures and capital contributions primarily through cash on hand, future cash generated from operations and future cash received from potential distributions from the MVP Joint Venture, including as a result of potential financing at the MVP Joint Venture, together with available borrowing capacity under its subsidiaries' credit facilities and its access to banking and capital markets.

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Credit Facility Borrowings

See Note 7 for a discussion of the Amended EQM Credit Facility and the 2021 Eureka Credit Facility.

Security Ratings

The table below sets forth the credit ratings for EQM's debt instruments at June 30, 2024.

	EQM Senior Notes
Rating Service	Rating	Outlook
Moody's	Ba3	N/A
S&P	BB-	N/A
Fitch	BB	N/A

In light of the proposed EQT Transaction, on March 11, 2024, Moody's placed EQM's credit rating on Review for Upgrade and on March 12, 2024, S&P placed EQM’s credit rating on Credit Watch Developing, which, on June 12, 2024, was revised to Watch Positive given anticipated MVP in-service and the pending EQT Transaction. On February 21, 2024, Fitch removed the Rating Watch Positive and assigned a Stable Outlook for EQM as a result of the then-proposed 2024 Senior Notes offering and subsequently, on March 13, 2024, in light of the proposed EQT Transaction, Fitch placed EQM's credit rating on Rating Watch Positive. 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 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. If any credit rating agency downgrades or withdraws EQM's ratings, the Company's access to the capital markets could become more challenging, borrowing costs will likely increase, the Company may, depending on contractual provisions in effect at such time, be required to provide additional credit assurances (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. All of EQM's credit ratings are considered non-investment grade.

Commitments and Contingencies

From time to time, various legal and regulatory claims and proceedings are pending or threatened against the Company and its subsidiaries. While the amounts claimed may be substantial, the Company is unable to predict with certainty the ultimate outcome of such claims and proceedings. The Company accrues legal and other direct costs related to loss contingencies when incurred. The Company establishes reserves whenever it believes it to be appropriate for pending matters. Furthermore, after consultation with counsel and considering the availability, if any, of insurance, the Company believes, although no assurance can be given, that the ultimate outcome of any matter currently pending against it or any of its consolidated subsidiaries as of the filing of this Quarterly Report on Form 10-Q will not materially adversely affect its business, financial condition, results of operations, liquidity or ability to pay dividends to its shareholders.

See Note 14 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 for further discussion of the Company's commitments and contingencies.

Critical Accounting Estimates

The Company's critical accounting policies are described in Part II, "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, 2023. 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 consolidated financial statements in Part I, "Item 1. Financial Statements" of this Quarterly Report on Form 10-Q. Preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts in the Company's consolidated financial statements and accompanying notes. The Company's critical accounting policies are considered critical due to the significant judgments and estimates used in the preparation of the Company's consolidated financial statements and the material impact on the results of operations or financial condition. Actual results could differ from those judgments and estimates.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Except for Commodity Price Risk described below, information about market risks for the six months ended June 30, 2024, does not differ materially from that discussed under Part II, "Item 7A." of the Company's Annual Report on Form 10-K for the year ended December 31, 2023, as updated for the six months ended June 30, 2024.

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Commodity Price Risk. The Company's business is dependent on continued natural gas production and the availability and development of reserves in its areas of operation. Prices for natural gas and NGLs, including regional basis differentials, have previously adversely affected, and may in the future adversely affect, timing of development of additional reserves and production that is accessible by the Company’s pipeline and storage assets, which also negatively affects the Company’s water services business, and the creditworthiness of the Company’s customers.

Lower natural gas prices, particularly in the Appalachian region, have caused, and may in the future cause, producers such as EQT to determine to take actions to slow production growth and/or maintain flat or reduce production, which when effected by our producer customers limits growth in and reduces the demand for, and usage of, our services. For instance, on March 4, 2024, EQT in response to the low natural gas price environment announced its curtailment of approximately one Bcf per day of its gross production, a significant portion of which curtailment was realized on the Company's systems beginning in late February 2024. On April 23, 2024, EQT announced it assumed curtailments of approximately one Bcf per day of its operated production to continue through May 2024 and acknowledged the potential for future curtailments depending on market conditions. Based on the forward price strip as of July 18, 2024 and the curtailments realized on the Company's systems in the first half of 2024, the Company perceives risk that EQT and/or other producers could curtail production further in 2024 or maintain at flat levels, which, depending on the nature and duration of any such curtailment and systems affected thereby, could have a significant negative effect on the demand for our services, our volumetric-based fee revenue, and therefore our results of operations, and any such maintenance may limit growth associated with our assets. See also “Decreases or a lack of growth in production of natural gas in our areas of operation, whether as a result of regional takeaway constraints, producer corporate capital allocation strategies, lower regional natural gas prices, natural well decline, and/or other factors, have adversely affected, and in the future could adversely affect, our business and operating results and reduce our cash available to pay cash dividends to our shareholders.”, "The lack of diversification of our assets and geographic locations could adversely affect us." and “We generate a substantial majority of our revenues from EQT. Therefore, we are subject to the business and liquidity risks of EQT, and any decrease in EQT's drilling or completion activity (or significant production curtailments) or a shift in such activity away from our assets could adversely affect our business and operating results.”, each included in Part I, "Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

Price declines and sustained periods of low natural gas and NGL prices could have an adverse effect on the creditworthiness of the Company's customers and related ability to pay firm reservation fees under long-term contracts and/or affect, as discussed above, activity levels and, accordingly, volumetric-based fees, which could affect the Company’s results of operations, liquidity or financial position. Credit risk and related management is further discussed under “Credit Risk” in Part II, “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

Increases in natural gas prices do not necessarily result in corresponding increases to the production forecasts of the Company's customers. Even when natural gas prices have been commercially attractive, certain of the Company's customers maintained largely flat production forecasts in light of, among other things, the absence of incremental takeaway capacity from the Appalachian Basin and the Company's customers may still maintain flat or modest increases to production forecasts based on various factors, which could include regional takeaway capacity limitations, access to capital, investor expectations regarding free cash flow, a desire to reduce or refinance leverage or other factors.

Additionally, lower natural gas prices (including regionally), corporate capital allocation strategies or regional takeaway constraints, 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.

Many of the Company’s customers, including EQT, have entered into long-term firm reservation gathering, transmission and water services contracts or contracts with MVCs or ARCs, as applicable, on the Company's systems and approximately 68% of the Company's operating revenues for the six months ended June 30, 2024 was generated by firm reservation fee revenues. The Company believes that such contract structure is advantageous to its overall business, although significant declines in gas production, including through curtailments, in the Company's areas of operations would likely adversely affect the Company's results of operations, financial condition and liquidity as approximately 32% of the Company’s operating revenues for the six months ended June 30, 2024 was generated by volumetric-based fee revenues. See “Our exposure to commodity price risk may increase in the future and NYMEX Henry Hub futures prices affect the fair value, and may affect the realizability, of potential cash payments to us by EQT pursuant to the EQT Global GGA.” and “We generate a substantial majority of our revenues from EQT. Therefore, we are subject to the business and liquidity risks of EQT, and any decrease in EQT’s drilling or completion activity (or significant production curtailments) or a shift in such activity away from our assets could adversely affect our business and operating results.” included in Part I, “Item 1A. Risk Factors” in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

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While EQT has dedicated a substantial portion of its core acreage in southwestern Pennsylvania and West Virginia to the Company and has entered into long-term firm gathering and transmission contracts and contracts with MVCs on certain of the Company's systems, EQT may determine in the future that drilling or continuing to produce gas from existing wells in the Company's areas of operations is not economical above the amount to fulfill its required MVCs or otherwise further strategically determine to curtail volumes on the Company's systems. Other than with respect to its MVCs and other firm commitments under existing contracts, EQT is under no contractual obligation to continue to develop its acreage dedicated to the Company. See also "EQT Global GGA" in Part I, “Item 1. Business” in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 and Part I, "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" for discussion of the EQT Global GGA.

The fair value of the Company’s derivative instruments is, in part, determined by estimates of the NYMEX Henry Hub natural gas forward price curve. A hypothetical 10% increase in NYMEX Henry Hub natural gas futures prices would increase the valuation of the Company’s derivative instruments by approximately $7.9 million, while a hypothetical 10% decrease in NYMEX Henry Hub natural gas futures prices would decrease the valuation of the Company’s derivative instruments by approximately $7.5 million. This fair value change assumes volatility based on prevailing market parameters at June 30, 2024. See Note 8 of this Quarterly Report on Form 10-Q for a discussion of the Henry Hub cash bonus payment provision.

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.

Changes in Internal Control over Financial Reporting. There were no changes in internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the second quarter of 2024 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

From time to time, various legal and regulatory claims, investigations and proceedings are pending or threatened against the Company and its subsidiaries. While to the extent applicable the amounts claimed may be substantial, the Company is unable to predict with certainty the ultimate outcome of such claims, investigations and proceedings. The Company accrues legal and other direct costs related to loss contingencies when incurred. The Company establishes reserves whenever it believes a reserve is appropriate for pending matters. Furthermore, after consultation with counsel and considering the availability, if any, of insurance, the Company believes, although no assurance can be given, that the ultimate outcome of any matter currently pending against it or any of its consolidated subsidiaries as of the filing of this Quarterly Report on Form 10-Q will not materially adversely affect its business, financial condition, results of operations, liquidity or ability to pay dividends to its shareholders.

Environmental Proceedings

Pratt Storage Field. On October 31, 2018, a gas explosion occurred in Morgan Township, Greene County, Pennsylvania (the Incident). Following the explosion, the Pennsylvania Department of Environmental Protection (the PADEP), the Pennsylvania Public Utilities Commission and the PHMSA began investigating the Incident. In October 2019, the PADEP notified the Company that it was required to submit an investigation report pursuant to the state’s gas migration regulations due to the Incident's proximity to the Company's Pratt Storage Field assets. The Company, while disputing the applicability of the regulations, submitted a report to the PADEP in May 2020. In September 2020, the PADEP responded to the Company’s investigation report with a request for additional information. The Company responded to the September 2020 request. Over the next months the Company provided many responses to the PADEP’s continuing information requests. The PADEP issued a final report and closed its investigation and the Company does not expect further inquiry from the PADEP on this matter. On October 23, 2023, the Company received permission from the FERC to plug and abandon the well in the Pratt Storage Field that was the subject of the PADEP’s investigation of the Company. Additionally, the Company is continuing to defend in a civil litigation related to the Incident.

On October 30, 2023, the Company received a criminal complaint from the State Attorney General’s Office charging the Company with violations of the Clean Streams Law (the Pratt Complaint). In response to the Pratt Complaint, the Company intends to fully assert its rights and defenses to the claims raised. The Pratt Complaint carries the possibility of a monetary sanction, that if imposed could result in a fine in excess of $300,000. The Pratt Complaint could also cause reputational or other adverse impacts.

Rager Mountain Storage Field. On November 6, 2022, the Company became aware of natural gas venting from one of the storage wells, well 2244, at Equitrans, L.P.’s Rager Mountain natural gas storage facility (Rager Mountain facility), located in Jackson Township, a remote section of Cambria County, Pennsylvania, which venting was halted on November 19, 2022. Since the time of the incident, the PADEP has concluded its investigation and PHMSA and other investigators are continuing to conduct civil and criminal investigations of the incident and the Company is cooperating in such investigations. On December 7, 2022, the Company and its subsidiary Equitrans, L.P. each separately received an order from the PADEP alleging, in connection with earth disturbance activities undertaken to halt the venting of natural gas from well 2244, (i) in the case of the order received by the Company, violations of Pennsylvania’s Clean Streams Law and requiring certain remedial actions and (ii) in the case of the order received by Equitrans, L.P., violations of Pennsylvania’s 2012 Oil and Gas Act, Clean Streams Law and Solid Waste Management Act and requiring certain remedial actions. On December 8, 2022, the PADEP submitted a compliance order to Equitrans, L.P. relating to certain alleged violations of law in respect of wells at the Rager Mountain natural gas storage field and the venting of natural gas, including from well 2244. The December 8, 2022 order also prohibited Equitrans, L.P. from injecting natural gas into the storage wells at the Rager Mountain facility. The Company and Equitrans, L.P. disputed aspects of the applicable orders, and on January 5, 2023, the Company and Equitrans, L.P., as applicable, appealed each of the orders to the Commonwealth of Pennsylvania Environmental Hearing Board. Additionally, the Company and Equitrans, L.P., as applicable, received notices of violation (NOVs) related to the incident that alleged violations of various Pennsylvania statutes and regulations. The Company engaged in discussions with the PADEP to address the outstanding NOVs. Equitrans, L.P. and the PADEP entered into a Stipulation of Settlement on April 12, 2023 that, among other things, resulted in the PADEP rescinding its December 8, 2022 order and Equitrans, L.P. withdrawing its appeal of such order.

On April 4, 2024, Equitrans, L.P. and the PADEP entered into a Stipulation of Settlement, that, among other things, resulted in the PADEP deeming the December 7, 2022 orders to the Company and Equitrans, L.P. Administratively Closed. On April 4, 2024, the PADEP issued a Civil Penalty Assessment (CPA) in the amount of $764,000, of which $549,500 is reimbursement of PADEP’s expenses. This CPA closed the outstanding NOVs issued by the PADEP’s Office of Oil and Gas Management. On October 5, 2023, Equitrans, L.P. received a NOV from the PADEP’s Bureau of Air Quality Management for the release of

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uncontrolled hydrocarbons to the atmosphere during the Rager Mountain natural gas storage field incident. On April 8, 2024, the PADEP’s Bureau of Air Quality Management executed a Consent Assessment of Civil Penalty (CACP) that settled the associated NOV and included an agreed upon civil penalty of $350,000. Payment of this civil penalty settled the applicable matters within the October 5, 2023 NOV. The Company paid the civil penalties on April 8, 2024 and April 15, 2024, respectively.

On December 29, 2022, the PHMSA issued the Company a Notice of Proposed Safety Order that included proposed remedial requirements related to the Rager Mountain natural gas storage field incident, including, but not limited to, completing a root cause analysis. The Company addressed certain proposals in advance of an order from the agency. These efforts included conducting testing, evaluating other wells at the Rager field and hiring a third-party specialist firm to undertake a root cause analysis, and subsequently on May 26, 2023, the PHMSA issued a consent order to the Company incorporating the terms of a consent agreement between the parties, which, among other things, required the completion of a root cause analysis and a remedial work plan, and specified that the Company may not resume injection operations at the Rager Mountain facility until authorized by the PHMSA. In August 2023, the Company submitted a root cause analysis to the PHMSA in accordance with the consent order and later submitted a remedial work plan and, following completion of all actions in its remedial work plan, an injection plan to the PHMSA seeking authority to resume injections at Rager Mountain using all wells except three, which remain disconnected. On October 2, 2023, the PHMSA approved the Company’s injection plan. The Company began injections at Rager Mountain on October 5, 2023, subject to certain pressure restrictions and other requirements specified in the consent agreement between the PHMSA and the Company. On November 16, 2023, the PHMSA issued a letter to the Company approving the Company’s request to remove all pressure restrictions at the Rager Mountain facility. On May 30, 2024, the PHMSA approved resuming operations for one of the three remaining wells, which remains disconnected. The Company plans to continue working with the PHMSA, pursuant to the consent order, regarding the remaining two wells.

If additional penalties are pursued and ultimately imposed related to the Rager Mountain natural gas storage field incident, the penalties, individually and/or in the aggregate, are not expected to have a material adverse impact on the Company's financial condition, results of operations or liquidity, however, there can be no assurance as of the filing of this Quarterly Report on Form 10-Q regarding the scope of potential (or ultimately actual) financial or other impacts to the Company as a result of the Rager Mountain natural gas storage field incident.

MVP Matters

•Challenges to FERC Certificate, D.C. Circuit. Multiple parties have sought judicial review of the FERC’s order issuing a certificate of public convenience and necessity to the MVP Joint Venture and/or the exercise by the MVP Joint Venture of eminent domain authority. On February 19, 2019, the D.C. Circuit issued an order rejecting multiple consolidated petitions seeking direct review of the FERC order under the Natural Gas Act of 1938, as amended (NGA) and certain challenges to the exercise by the MVP Joint Venture of eminent domain authority in Appalachian Voices, et al. v. FERC, et al., consolidated under Case No. 17-1271. 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. 17-1822. The district court plaintiffs sought 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 plaintiffs’ complaint on September 28, 2018. On October 26, 2018, plaintiffs appealed the decision in Case No. 17-1822 to the D.C. 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 appeals of the final agency orders related to the MVP certificate in consolidated Case No. 17-1271 and Atlantic Coast Pipeline’s (ACP) certificate. The MVP Joint Venture filed a motion to dismiss the case as to some of the plaintiffs. On February 15, 2019, the D.C. Circuit entered an order holding this appeal in abeyance pending rulings on the appeals from the ACP and MVP FERC proceedings. The ACP petitioners on November 16, 2022, filed a joint motion for voluntary dismissal of all petitions for review pertaining to ACP, except for the Bold Alliance proceeding. The court granted the motion on November 17, 2022. On January 5, 2023, the D.C. Circuit entered an order holding the Bold Alliance proceeding in abeyance pending further order of the court and requiring the parties to file motions to govern future proceedings within 60 days of the U.S. Supreme Court disposition of the petition for writ of certiorari in Bohon et al. v. FERC et al., discussed below. On April 19, 2024, the appellants filed a motion to voluntarily dismiss their appeal. On May 1, 2024, the D.C. Circuit granted that motion and issued its mandate.

Similarly, another group of parties filed a complaint in the U.S. District Court for the District of Columbia in Bohon et al. v. FERC et al., Case No. 20-00006, asserting that the delegation of authority to the FERC under the NGA violates

35

the nondelegation doctrine and separation-of-powers principle of the U.S. Constitution. The MVP Joint Venture and the FERC filed motions to dismiss which were granted by the court. On July 6, 2020, the landowners filed a notice of appeal to the D.C. Circuit in Case No. 20-5203. On November 30, 2020, appellants asked the D.C. Circuit to overturn the decision of the lower court. The D.C. Circuit issued an order on September 15, 2021 denying appellants’ motion for summary reversal of the decision of the lower court and supplemental briefing was completed as of October 6, 2021. On June 21, 2022, the D.C. Circuit upheld the lower court’s decision to dismiss the lawsuit. On September 15, 2022, the petitioners filed a petition for writ of certiorari with the U.S. Supreme Court. The FERC and the MVP Joint Venture filed responses to the petition in November 2022. On April 24, 2023, the U.S. Supreme Court granted the petition for certiorari, vacated the judgment, and remanded the case to the D.C. Circuit for further consideration in light of the U.S. Supreme Court’s April 14, 2023 opinion in Axon Enterprises, Inc. v. FTC. The D.C. Circuit subsequently issued an order authorizing, among other things, the parties to address in their supplemental briefing the implications of Section 324 of the Fiscal Responsibility Act of 2023 in addition to Axon. On October 24, 2023, the D.C. Circuit denied a stay motion filed by the petitioners. The parties filed their respective supplemental briefs on November 13, 2023. On November 26, 2023, the petitioners filed in the U.S. Supreme Court an “emergency” motion for an injunction requesting a judicial injunction on, or access to, the petitioners’ three properties pending resolution of their underlying claims in the Bohon matter. On December 5, 2023, Chief Justice John Roberts denied the application, without calling for a response from the MVP Joint Venture or the federal government. On February 13, 2024, the D.C. Circuit affirmed and reinstated its June 21, 2022 judgment upholding the lower court's decision to dismiss the lawsuit. On March 22, 2024, the petitioners filed a petition for writ of certiorari with the U.S. Supreme Court requesting a review of the D.C. Circuit’s decision. On May 20, 2024, the U.S. Supreme Court denied the petition.

Item 1A. Risk Factors

The Company is subject to a variety of significant risks in addition to the matters set forth under the forward-looking statements section in Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," of this Quarterly Report on Form 10-Q. The Company has identified a number of these risk factors in Part I, Item 1A, "Risk Factors," in its Annual Report on Form 10-K for the year ended December 31, 2023, which risk factors, as modified by this Quarterly Report on Form 10-Q, are incorporated herein by reference. These risk factors should be considered carefully in evaluating the Company’s risk profile.

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, 2023 other than the risks described below.

On March 10, 2024, we entered into a Merger Agreement with EQT. See Part I, Item 1. Notes to Condensed Consolidated Financial Statements (Unaudited) - Note 2. Proposed EQT Transaction of this Quarterly Report on Form 10-Q. There have been no material changes from the risk factors described in the proxy statement on Schedule 14A relating to the Mergers filed with the SEC on June 5, 2024 (the "Merger Proxy Statement") other than the satisfaction or waiver as of the filing date of this Quarterly Report on Form 10-Q of conditions to closing of the proposed EQT Transaction and that in connection with the Merger Agreement and the transactions contemplated thereby, three complaints have been filed by purported Equitrans shareholders against Equitrans, EQT, and/or members of Equitrans’ board of directors in New York and Pennsylvania state courts. The shareholder actions seek, among other things, injunctive relief preventing the consummation of the Merger, unspecified damages and attorneys’ fees. On July 16, 2024, a preliminary injunction sought by the plaintiff in the shareholder action in Pennsylvania state court was denied.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities

The following table sets forth the Company's repurchases of equity securities registered under Section 12 of the Exchange Act that occurred during the three months ended June 30, 2024:

36

Period	Total number of shares purchased (a)	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Approximate dollar value of shares that may yet be purchased under the plans or programs
April 2024 (April 1 - April 30)	—	$	—	—	$	—
May 2024 (May 1 - May 31)	—	—		—	—
June 2024 (June 1 - June 30)	—	—		—	—
Total	—	$	—	—	$	—

(a)Reflects shares withheld by the Company to pay taxes upon vesting of restricted stock.

Item 5. Other Information

During the three months ended June 30, 2024, no director or officer of the Company subject to Section 16 of the Exchange Act adopted, terminated or modified a ‘Rule 10b5-1 trading arrangement’ or ‘non-Rule 10b5-1 trading arrangement,’ as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits

Exhibit No.	Document Description	Method of Filing
3.1	Sixth Amended and Restated Bylaws of Equitrans Midstream Corporation.	Incorporated herein by reference to Exhibit 3.1 to Form 8-K (#001-38629) filed on April 24, 2024.
10.1*	Equitrans Midstream Corporation 2024 Long-Term Incentive Plan	Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-38629) filed on April 24, 2024.
10.2#	Letter Agreement, dated as of April 9, 2024, by and among EQM Gathering Opco, LLC, EQT Corporation, EQT Production Company, Rice Drilling B LLC, and EQT Energy, LLC.	Incorporated herein by reference as Exhibit 10.11 to Form 10-Q (#001-38629) for the period ended March 31, 2024.
10.3#	Letter Agreement, dated as of April 9, 2024, by and among EQM Gathering Opco, LLC, EQT Corporation, EQT Production Company, Rice Drilling B LLC, and EQT Energy, LLC.	Incorporated herein by reference to Exhibit 10.12 to Form 10Q (#001-38629) for the period ended March 31, 2024.
10.4#	Letter Agreement, dated as of April 23, 2024, by and among EQM Gathering Opco, LLC, EQT Corporation, EQT Production Company, Rice Drilling B LLC, and EQT Energy, LLC	Filed herewith as Exhibit 10.4.
10.5#	Letter Agreement, dated as of May 23, 2024, by and among EQM Gathering Opco, LLC, EQT Corporation, EQT Production Company, Rice Drilling B LLC, and EQT Energy, LLC.	Filed herewith as Exhibit 10.5.
10.6#	Amended and Restated Letter Agreement, dated as of June 7, 2024, by and among EQM Gathering Opco, LLC, EQT Corporation, EQT Production Company, Rice Drilling B LLC, and EQT Energy, LLC.	Filed herewith as Exhibit 10.6.
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	Inline Interactive Data File.	Filed herewith as Exhibit 101.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).	Filed herewith as Exhibit 104.

*Management contract and compensatory arrangement in which any director or any named executive officer participates.

# Certain portions of the exhibits that are not material and is of the type Equitrans Midstream treats as confidential have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Copies of the unredacted exhibits will be furnished to the SEC upon request.

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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
	Executive Vice President and Chief Financial Officer

Date:  July 19, 2024

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EX-10.4

Exhibit 10.4

SPECIFIC TERMS IN THIS LETTER AGREEMENT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND IS OF TYPE THAT EQUITRANS MIDSTREAM CORPORATION TREATS AS CONFIDENTIAL. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE PLACE WITH THREE ASTERISKS [***].

April 23, 2024

EQT Production Company

625 Liberty Avenue, Suite 1700

Pittsburgh, Pa 15222-3111

Attn: J.E.B. Bolen

RE:    Tomcat North and Sarah North Well Pads

Dear Mr. Bolen:

Reference is made to that certain Gas Gathering and Compression Agreement dated as of February 26, 2020 by and among EQT Corporation, EQT Production Company, Rice Drilling B LLC, and EQT Energy, LLC (collectively, “Producer”), and EQM Gathering Opco, LLC (“Gatherer”), as the same was amended by that certain First Amendment to Gas Gathering and Compression Agreement dated August 26, 2020, that Second Amendment to Gas Gathering and Compression Agreement dated December 6, 2021, that Third Amendment to Gas Gathering Compression Agreement dated December 21, 2021, that Fourth Amendment to Gas Gathering and Compression Agreement dated January 23, 2023 and that Fifth Amendment to Gas Gathering and Compression Agreement dated October 4, 2023 between Producer and Gatherer (as amended, the “Gathering Agreement”). All capitalized terms used but not otherwise defined in this letter agreement (“Letter Agreement”) shall have the meanings (if any) ascribed to them in the Gathering Agreement.

WHEREAS, the Well Pad of Producer anticipated to be located in Greene County, PA within the Throckmorton System AMI as depicted on Exhibit A attached hereto and known as the Tomcat North Well Pad (“Tomcat Well Pad”) has an Anticipated Production Date of [***];

WHEREAS, the Well Pad of Producer anticipated to be located in Washington County, PA within the Mapplegate System AMI as depicted on Exhibit B attached hereto and known as the Sarah North Well Pad (“Sarah Well Pad”) has an Anticipated Production Date of [***];

1

Exhibit 10.4

WHEREAS, the Connection Notice Information for the Additional Receipt Points at the Tomcat Well Pad and Sarah Well Pad contemplates that such Additional Receipt Points meet the Additional Connection Criteria and, pursuant and subject to the terms of the Gathering Agreement, Gatherer is obligated to connect such Additional Receipt Points to the Gathering System;

WHEREAS, Producer is willing to construct and install a 16 inch diameter gathering pipeline segment of approximately 433 feet in length extending across the Tomcat Well Pad as depicted on Exhibit A attached hereto (the “Tomcat Line”), subject to the terms and conditions hereof; and

WHEREAS, Producer is willing to construct and install a 12 inch diameter gathering pipeline segment of approximately 550 feet in length extending across the Sarah Well Pad as depicted on Exhibit B attached hereto (the “Sarah Line”), subject to the terms and conditions hereof.

NOW, THEREFORE, Gatherer and Producer (collectively, “Parties” and each a “Party”), by execution of this Letter Agreement and in consideration of the mutual covenants contained herein, do hereby agree as follows:

1.Tomcat Line and Sarah Line; Installation Work; Materials.

(a)Subject to the terms and conditions of this Letter Agreement, Producer covenants and agrees to perform, or cause to be performed, the design, construction, installation, inspection and testing of the Tomcat Line (“Tomcat LineInstallation Work”) and Sarah Line (“Sarah LineInstallation Work” and, together with the Tomcat Line Installation Work, the “Installation Work”) in accordance with Gatherer’s standards, specifications and documentation requirements, in each case as set forth on Exhibit C attached hereto and incorporated herein (“Work Standards”), provided, that in any event the performance standard set forth in Section 3.1 of the Gathering Agreement shall apply to Producer’s performance of the Installation Work, mutatis mutandis. Producer agrees to use commercially reasonable efforts to complete the Tomcat Line Installation Work on or before [***] and the Sarah Line Installation Work on or before [***].

(b)Gatherer covenants and agrees to provide Producer with the pipeline materials and all other required materials needed to perform the Installation Work (“Materials”); provided, that Producer shall be responsible for (i) arranging for the transportation of the Materials (with reasonable cooperation from Gatherer) from various locations, including the Durabond warehouse facility in Duquesne, Pennsylvania and the Equitrans warehouse facility in Waynesburg, Pennsylvania, to the location of the Tomcat Line and Sarah Line, and (ii) paying the costs and expenses for such transportation (“Transportation Costs”), subject to the terms hereof; provided, further, that title to all

2

Exhibit 10.4

Materials shall remain with Gatherer at all times, it being the intent of this Letter Agreement that Gatherer own the Tomcat Line and Sarah Line, and all personal property constituting the Tomcat Line and Sarah Line, in all respects.

(c)Following Gatherer’s receipt of notice of the completion of the Tomcat Line Installation Work and the Sarah Line Installation Work, respectively, Gatherer shall promptly thereafter, with reasonable prior written notice to Producer and during normal business hours, inspect the Installation Work and the Tomcat Line and Sarah Line, as applicable, for the purpose of confirming that the same satisfies the Work Standards and otherwise satisfies the performance standard set forth in Section 3.1 of the Gathering Agreement; provided that Producer shall have the right to have a representative present during such inspection and Gatherer will comply with Producer’s HSE policies and requirements regarding access provided in writing in advance. Reasonably promptly following Gatherer’s inspection of the Installation Work and the Tomcat Line and Sarah Line, as applicable, Gatherer shall deliver notice in writing to Producer either (i) approving the Installation Work and the Tomcat Line and Sarah Line, as applicable, or (ii) identifying in reasonable detail any failures of the Installation Work and the Tomcat Line and Sarah Line, as applicable, to comply with the Work Standards.

(d)From and after the completion of the Installation Work and the written approval by Gatherer of the Installation Work, (i) Gatherer shall be responsible for connection of the Tomcat Line and Sarah Line, as applicable, to the Gathering System, and (ii) the Tomcat Line and Sarah Line, as applicable, shall be deemed part of the Gathering System for all purposes under the Gathering Agreement, and Gatherer shall have all rights and responsibilities with respect thereto as are applicable to the Gathering System under the Gathering Agreement (including the indemnification provisions set forth in Article 15 of the Gathering Agreement); provided, however, Gatherer’s approval of the Installation Work and the Tomcat Line and Sarah Line, as applicable, shall not limit or diminish Producer’s liability for failure to perform, or cause to be performed, the Installation Work in accordance with Section 1(a) hereof, to the extent that such failure was not identified, and could not reasonably be expected to be identified, by Gatherer when inspecting the same in accordance with Section 1(c) hereof. Except to the extent expressly set forth herein, this Letter Agreement shall not amend or otherwise modify the obligations of the Parties with respect to the connection of any Wells on the Tomcat Well Pad and Sarah Well Pad or otherwise to the Gathering System under Section 3.3 of the Gathering Agreement and the other terms and conditions thereof.

2.Real Property Rights; Receipt Point Facilities; Incremental Assignment.

(a)After the completion of the Installation Work and the written approval by Gatherer of the Installation Work in accordance with the terms hereof, Producer agrees to grant, transfer and convey to Gatherer and/or cause each Affiliate to grant, transfer and convey to Gatherer, without warranty of title, either express or

3

Exhibit 10.4

implied, to the extent that it may contractually and lawfully do so without the incurrence of out-of-pocket expense that Gatherer does not agree to reimburse, an easement and right of way in a recordable form mutually agreed by the Parties upon such portions of the lands lands covered by the Dedicated Interests as are necessary for the purpose of using, maintaining, servicing, inspecting, repairing, operating, replacing, disconnecting, and removing all or any portion of the Tomcat Line and Sarah Line, as applicable, and other equipment or facilities necessary for Gatherer’s performance under the Gathering Agreement. Producer’s grant hereunder and Gatherer’s rights with respect to such grant shall be subject to the terms of Section 3.11 of the Gathering Agreement in all respects.

(b)Producer represents that it shall provide to Gatherer all of its records, files and other data to the extent necessary or convenient to the ownership and operation of the Tomcat Line and Sarah Line (excepting all those records subject to confidentiality restrictions, privileged information, and any proprietary information).

(c)To the extent available without interfering with Producer’s facilities or operations, which shall be determined in the reasonable discretion of Producer, Producer agrees to provide sufficient space for locating Receipt Point facilities on the Tomcat Well Pad and Sarah Well Pad.

(d)To the extent that the Tomcat Line and Sarah Line comprise any personal property other than the Materials, on or before the completion of the Tomcat Line Installation Work or Sarah Line Installation Work, as applicable, Producer shall convey all of its right, title and interest in and to such personal property pursuant to an Assignment in substantially the form of Exhibit D.

3.    Reimbursement; Costs.

(a)Gatherer shall reimburse Producer for all (i) Costs incurred or committed to by Producer and/or its Affiliates in connection with the Tomcat Line Installation Work, not to exceed $[***] (“Tomcat Cap”), and (ii) Costs incurred or committed to by Producer and/or its Affiliates in connection with the Sarah Line Installation Work, not to exceed $[***] (“Sarah Cap”); provided that the Producer delivers an Additional Confirmation Notice which confirms the Additional Connection Notice for the Tomcat Well Pad and Sarah Well Pad, respectively, in accordance with Section 3.3(a)(iii) of the Gathering Agreement. The Gatherer shall have no obligation to reimburse Producer for Costs attributable to the Tomcat Well Pad or Sarah Well Pad, respectively in the event that the Producer cancels the applicable Additional Connection Notice. In the event that the Producer cancels the Tomcat Well Pad or Sarah Well Pad, respectively, Producer shall be obligated to reimburse Gatherer for all actual third party documented costs and expenses of any kind incurred by Gatherer and/or its Affiliates related to the Tomcat Line or Sarah Line, as applicable, including without limitation costs and expenses for Materials.

4

Exhibit 10.4

(b)“Costs” means all actual third party documented costs and expenses of any kind incurred by Producer and/or its Affiliates in connection with the Installation Work, including Transportation Costs. As soon as practical after the completion of the Tomcat Line Installation Work and Sarah Line Installation Work, as applicable, Producer shall deliver to Gatherer a statement showing in reasonable detail the Costs attributable thereto. Gatherer agrees to pay, or cause to be paid, the Costs, not to exceed the Tomcat Cap and Sarah Cap, as applicable, within [***] ([***]) days of the date of the Tomcat Additional Confirmation Date and Sarah Additional Confirmation Date, respectively, subject to Section 3(a) hereof.

4.    Miscellaneous. The terms and provisions of this Letter Agreement shall be binding on, and shall inure to the benefit of, the Parties and their respective successors and permitted assigns. This Letter Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all of such counterparts shall constitute for all purposes one agreement. Any signature hereto delivered by a Party by facsimile or other electronic transmission (including scanned documents delivered by email) shall be deemed an original signature hereto, and execution and delivery by such means shall be binding upon the Parties.

5.    Effect of Letter Agreement. The Parties acknowledge and agree that this Letter Agreement constitutes a written instrument executed by the Parties and fulfills the requirements of an amendment contemplated by Section 18.7 of the Gathering Agreement. The Parties hereby ratify and confirm the Gathering Agreement, as amended hereby. Except as expressly provided herein, the provisions of the Gathering Agreement shall remain in full force and effect in accordance with their respective terms following the execution of this Letter Agreement. In the event of any conflict or inconsistencies between this Letter Agreement and the Gathering Agreement, the terms and conditions of this Letter Agreement shall prevail.

[SIGNATURE PAGE FOLLOWS]

5

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

EQM GATHERING OPCO, LLC,

a Delaware limited liability company

By:     /s/ John M. Quinn        

Name:    John M. Quinn        

Title:     VP Business Development & Commercial Services

PRODUCER:

EQT CORPORATION,

a Pennsylvania corporation

By:     /s/ Jeremy Knop        

Name:     Jeremy Knop

Title:     Chief Financial Officer

EQT PRODUCTION COMPANY,

a Pennsylvania corporation

By:     /s/ J.E.B. Bolen        

Name: J.E.B. Bolen

Title:     Vice President of Operations Planning

RICE DRILLING B LLC,

a Delaware limited liability company

By:     /s/ J.E.B. Bolen        

Name: J.E.B. Bolen

Title:     Vice President of Operations Planning

EQT ENERGY, LLC,

a Delaware limited liability company

By:     /s/ Keith Shoemaker        

Name:     Keith Shoemaker

Title:     Senior Vice President, Commercial

Letter Agreement re: Tomcat North Well Pad and Sarah North Well Pad

Signature Page

Letter Agreement re: Tomcat North Well Pad and Sarah North Well Pad

Signature Page

EXHIBIT A

Tomcat Well Pad and Tomcat Line

[***]

EXHIBIT B

Sarah Well Pad and Sarah Line

[***]

EXHIBIT C

Gatherer’s Standards for Material Acquisition, Construction and Testing

[***]

EXHIBIT D

NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.

ASSIGNMENT AND BILL OF SALE

This ASSIGNMENT AND BILL OF SALE (this “Assignment”)is dated effective as of [●], 2024 (the “Effective Time”),by and between [EQT Entity], a [●], whose address is 625 Liberty Avenue, Suite 1700, Pittsburgh, PA 15222, hereinafter referred to as “Assignor”;and [ETRN Entity], a [●], whose address is 2200 Energy Drive, Canonsburg, PA 15317, hereinafter referred to as “Assignee”. Assignor and Assignee are sometimes also referred to singularly as a “Party”and are sometimes collectively referred to as the “Parties”.

RECITALS

WHEREAS, Assignor and certain of its affiliates and Assignee entered into that certain Letter Agreement re: Tomcat North Well Pad and Sarah North Well Pad, dated [●], 2024 (“Letter Agreement”), pursuant to which Assignor has agreed, subject to the terms of the Letter Agreement to construct and install a ____ inch diameter gathering pipeline segment of approximately ___ feet in length extending across the _________ Well Pad as depicted on Exhibit B attached hereto (the “____ Line”);

WHEREAS, Assignor desires to assign to Assignee, and Assignee desires to receive from Assignor, all of Assignor’s interest in the Assets described below in accordance with this Assignment.

NOW, THEREFORE, for and in consideration of the mutual promises contained herein, the benefits to be derived by each party hereunder, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as follows:

ARTICLE I

ASSIGNMENT

1.1    Assignment. For and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER, AND DELIVER unto Assignee, all of Assignor’s right, title, and interest in and to the personal property constituting the __________ Line, including such personal property set forth on Exhibit A (the “Assets”).

TO HAVE AND TO HOLD the Assets unto Assignee, and its successors and assigns, forever, subject, however, to all the terms and conditions of this Assignment.

ARTICLE II

DISCLAIMERS

2.1    Disclaimers. NEITHER ASSIGNOR NOR ANY OF ITS AFFILIATES NOR ANY OF ITS OR THEIR REPRESENTATIVES IS MAKING ANY REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER, ORAL OR WRITTEN, STATUTORY, EXPRESS OR IMPLIED, RELATING TO THE ASSETS, INCLUDING BUT NOT LIMITED TO ANY REPRESENTATION OR WARRANTY RELATING TO THE TITLE, MAINTENANCE, REPAIR, CONDITION, DESIGN, PERFORMANCE, VALUE, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE OF THE ASSETS, AND ASSIGNOR HEREBY DISCLAIMS ANY SUCH REPRESENTATIONS OR WARRANTIES.

2.2 Letter Agreement. This Assignment is made specifically subject to the terms and conditions of the Letter Agreement, which is incorporated herein by reference as though set forth in full herein, and should there be any conflict between the terms and provisions of this Assignment and the Letter Agreement, the terms and provisions of the Letter Agreement shall prevail. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Letter Agreement. Except for the Letter Agreement, this Assignment instrument represents the entire agreement between the parties with respect to its subject matter and replaces and supersedes all previous or contemporaneous agreements between them, whether oral, written or formed by a course of dealing. No amendment to this Assignment will be effective unless it is in writing and executed by each party’s duly authorized representative.

2.3Description. It is the express intent of the parties that all of Assignor’s right, title, and interest in and to the Assets be assigned to Assignee hereunder whether such interests are properly described or not, unless expressly reserved herein.

ARTICLE III MISCELLANEOUS

3.1    Governing Law. This Assignment shall be governed by, construed, and enforced in accordance with the laws of the Commonwealth of Pennsylvania without regard to choice of law principles. The Parties agree that the appropriate, exclusive and convenient forum for any disputes among any of the Parties arising out of this Assignment or the transactions contemplated hereby shall be in any state or federal court in the City of Pittsburgh and County of Allegheny, Pennsylvania, and each of the Parties irrevocably submits to the jurisdiction of such courts solely in respect of any proceeding arising out of or related to this Assignment. The Parties further agree that the Parties shall not bring suit with respect to any disputes arising out of this Agreement or the transactions contemplated hereby in any court or jurisdiction other than the above specified courts. EACH PARTY HEREBY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

3.2    Cooperation. In addition to this Assignment, each Party shall execute, acknowledge, and deliver to the other Party, in a timely manner and without further consideration, any documents or instruments that such Party may reasonably require, including further assignments or conveyances required by any governmental authorities, deeds, and consents to further evidence the assignment and conveyance of the Assets as contemplated by this Assignment.

3.3    Binding Effect. The terms, covenants and conditions of this Assignment bind and inure to the benefit of the Parties hereto and their respective successors and assigns.

3.4    Counterparts. This Assignment may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all of such counterparts shall constitute for all purposes one agreement.

[Signature Pages to Follow]

IN WITNESS WHEREOF, this Assignment has been executed by Assignor as of the Effective Time.

ASSIGNOR:

[EQT Entity]

By:     

Name:     

Title:     

ACKNOWLEDGMENTS

COMMONWEALTH OF ______________________,

COUNTY OF ____________________, TO-WIT:

        The undersigned, a notary public of said county, hereby certifies that ________________________, the ________________________ of ________________________, a ________________________, who signed the foregoing Assignment, has this day in my said county, before me, acknowledged that he/she executed the same for the purposes therein contained as the ________________________ of said corporation.

Given under my hand this ___ day of ____________, 202__.

My commission expires: __________________________________________

______________________________________

        Notary Public

(NOTARIAL SEAL)

[Signature and Acknowledgment Page to Assignment and Bill of Sale]

IN WITNESS WHEREOF, this Assignment has been executed by Assignee as of the Effective Time.

ASSIGNEE:

[ETRN Entity]

By:

Name:

Title:

ACKNOWLEDGMENTS

COMMONWEALTH OF ______________________,

COUNTY OF ____________________, TO-WIT:

        The undersigned, a notary public of said county, hereby certifies that ________________________, the ________________________ of ________________________, a ________________________, who signed the foregoing Assignment, has this day in my said county, before me, acknowledged that he/she executed the same for the purposes therein contained as the ________________________ of said partnership.

Given under my hand this ___ day of ____________, 202__.

My commission expires: __________________________________________

______________________________________

    Notary Public

(NOTARIAL SEAL)

[Signature and Acknowledgment Page to Assignment and Bill of Sale]

EXHIBIT A

Assets

EXHIBIT B

[To be attached]

EX-10.5

Exhibit 10.5

SPECIFIC TERMS IN THIS LETTER AGREEMENT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND ARE OF TYPE THAT EQUITRANS MIDSTREAM CORPORATION TREATS AS CONFIDENTIAL. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE PLACE WITH THREE ASTERISKS [***].

May 23, 2024

Rice Drilling B LLC

625 Liberty Avenue, Suite 1700

Pittsburgh, Pa 15222-3111

Attn: J.E.B. Bolen

RE:    Wiley South Letter Agreement

Dear Mr. Bolen:

Reference is made to that certain Gas Gathering and Compression Agreement dated as of February 26, 2020 by and among EQT Corporation, EQT Production Company, Rice Drilling B LLC and EQT Energy, LLC (collectively, “Producer”), and EQM Gathering Opco, LLC (“Gatherer”), as the same was amended by that certain First Amendment to Gas Gathering and Compression Agreement dated August 26, 2020, that Second Amendment to Gas Gathering and Compression Agreement dated December 6, 2021, that Third Amendment to Gas Gathering Compression Agreement dated December 21, 2021, that Fourth Amendment to Gas Gathering Compression Agreement dated January 23, 2023 and that Fifth Amendment to Gas Gathering Compression Agreement dated October 4, 2023 between Producer and Gatherer (as amended, the “Gathering Agreement”). All capitalized terms used but not otherwise defined in this letter agreement (“Letter Agreement”) shall have the meanings (if any) ascribed to them in the Gathering Agreement.

WHEREAS, in order to accommodate the Producer’s return to pad hydraulic fracturing operations (“Operations”) at the Producer’s Well Pad known as the Wiley South Well Pad located within the Beta/Windridge/ASR System AMI as further depicted on Exhibit A attached hereto (“Wiley South Well Pad”), Producer has requested that Gatherer (i) decommission and remove the Gatherer’s Measurement Facilities located on the Wiley South Well Pad (the “Phase I Work”) prior to the commencement of Producer’s Operations and (ii) reinstall such Measurement Facilities on the Wiley South Well Pad upon the completion of Producer’s Operations (the “Phase II Work” and, together with the Phase I Work, the “Work”); and

WHEREAS, Gatherer is willing to complete the Work, subject to the terms and conditions hereof.

1

Exhibit 10.5

NOW, THEREFORE, Gatherer and Producer (collectively, “Parties” and each a “Party”), by execution of this Letter Agreement and in consideration of the mutual covenants contained herein, do hereby agree as follows:

1.Completion of Work. Subject to the terms and conditions of this Letter Agreement:

(a)Gatherer shall complete the Phase I Work no later than [***].

(b)Gatherer agrees to commence the Phase II Work within [***] Days after the receipt of written notice from Producer that the Operations have been completed (such date being the “Phase II Work Commencement Date”), which completion date is anticipated to be [***]. Gatherer agrees to use commercially reasonable efforts to complete such Phase II Work within [***] Days after the Phase II Work Commencement Date.

(c)The performance standard set forth in Section 3.1 of the Gathering Agreement shall apply to Gatherer’s performance of the Work, mutatis mutandis.

2.Reimbursement; Costs.

(a)Producer shall reimburse Gatherer for all Costs incurred or committed to by Gatherer and/or its Affiliates, not to exceed [***] (“Cap”). “Costs” means all actual third party documented costs and expenses of any kind incurred by Gatherer and/or its Affiliates in connection with the Work, before, on or after the date hereof, including, the costs and expenses of acquiring real property rights and/or repairing of any real or personal property in the performance of those activities.

(b)As soon as practical after the completion of the Work, Gatherer shall deliver to Producer a statement showing in reasonable detail the Costs. Producer agrees to pay, or cause to be paid, the Costs, not to exceed the Cap, within [***] days of the date of such statement.

3.    Miscellaneous. The terms and provisions of this Letter Agreement shall be binding on, and shall inure to the benefit of, the Parties and their respective successors and permitted assigns. This Letter Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all of such counterparts shall constitute for all purposes one agreement. Any signature hereto delivered by a Party by facsimile or other electronic transmission (including scanned documents delivered by email) shall be deemed an original signature hereto, and execution and delivery by such means shall be binding upon the Parties.

4.    Effect of Letter Agreement. The Parties acknowledge and agree that this Letter Agreement constitutes a written instrument executed by the Parties and fulfills the

2

Exhibit 10.5

requirements of an amendment contemplated by Section 18.7 of the Gathering Agreement. The Parties hereby ratify and confirm the Gathering Agreement, as amended hereby. Except as expressly provided herein, the provisions of the Gathering Agreement shall remain in full force and effect in accordance with their respective terms following the execution of this Letter Agreement. In the event of any conflict or inconsistencies between this Letter Agreement and the Gathering Agreement, the terms and conditions of this Letter Agreement shall prevail.

5.    Governing Law; Jury Waiver. This Letter Agreement shall be governed by, construed, and enforced in accordance with the laws of the Commonwealth of Pennsylvania without regard to choice of law principles. The Parties agree that the appropriate, exclusive and convenient forum for any disputes among any of the Parties arising out of this Letter Agreement or the transactions contemplated hereby shall be in any state or federal court in the City of Pittsburgh and County of Allegheny, Pennsylvania, and each of the Parties irrevocably submits to the jurisdiction of such courts solely in respect of any proceeding arising out of or related to this Letter Agreement. The Parties further agree that the Parties shall not bring suit with respect to any disputes arising out of this Letter Agreement or the transactions contemplated hereby in any court or jurisdiction other than the above specified courts. EACH PARTY HEREBY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

[SIGNATURE PAGE FOLLOWS]

3

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

GATHERER:

EQM GATHERING OPCO, LLC,

a Delaware limited liability company

By:     /s/ John M. Quinn        

Name: John M. Quinn            

Title:     VP Business Development & Commercial Services

PRODUCER:

EQT CORPORATION,

a Pennsylvania corporation

By:     /s/ Jeremy Knop        

Name:     Jeremy Knop            

Title:     Chief Financial Officer    

EQT PRODUCTION COMPANY,

a Pennsylvania corporation

By:     /s/ J.E.B. Bolen        

Name:     J.E.B. Bolen            

Title:     SVP, Operations Planning    

RICE DRILLING B LLC,

a Delaware limited liability company

By:     /s/ J.E.B. Bolen        

Name:     J.E.B. Bolen            

Title:     SVP, Operations Planning    

EQT ENERGY, LLC,

a Delaware limited liability company

By:     /s/ Jeremy Knop        

Name:     Jeremy Knop            

Title:     Chief Financial Officer    

EXHIBIT A

Map – Wiley South Well Pad

[***]

EX-10.6

Exhibit 10.6

SPECIFIC TERMS IN THIS LETTER AGREEMENT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND ARE OF TYPE THAT EQUITRANS MIDSTREAM CORPORATION TREATS AS CONFIDENTIAL. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE PLACE WITH THREE ASTERISKS [***].

June 7, 2024

EQT Production Company

625 Liberty Avenue, Suite 1700

Pittsburgh, Pa 15222-3111

Attn: J.E.B. Bolen

RE:    Amended and Restated Letter Agreement - Sarah North Well Pad

Dear Mr. Bolen:

Reference is made to that certain Gas Gathering and Compression Agreement dated as of February 26, 2020 by and among EQT Corporation, EQT Production Company, Rice Drilling B LLC, and EQT Energy, LLC (collectively, “Producer”), and EQM Gathering Opco, LLC (“Gatherer”), as the same was amended by that certain First Amendment to Gas Gathering and Compression Agreement dated August 26, 2020, that Second Amendment to Gas Gathering and Compression Agreement dated December 6, 2021, that Third Amendment to Gas Gathering Compression Agreement dated December 21, 2021, that Fourth Amendment to Gas Gathering and Compression Agreement dated January 23, 2023 and that Fifth Amendment to Gas Gathering and Compression Agreement dated October 4, 2023 between Producer and Gatherer (as amended, the “Gathering Agreement”). All capitalized terms used but not otherwise defined in this letter agreement (“Letter Agreement”) shall have the meanings (if any) ascribed to them in the Gathering Agreement.

WHEREAS, the Well Pad of Producer anticipated to be located in [***] County, [***] within the Mapplegate System AMI as depicted on Exhibit A attached hereto and known as the Sarah North Well Pad (“Sarah Well Pad”) has an Anticipated Production Date of [***];

WHEREAS, the Connection Notice Information for the Additional Receipt Point at the Sarah Well Pad contemplates that such Additional Receipt Point meets the Additional Connection Criteria and, pursuant and subject to the terms of the Gathering Agreement, Gatherer is obligated to connect such Additional Receipt Point to the Gathering System;

1

Exhibit 10.6

WHEREAS, Producer is willing to construct and install a 12 inch diameter gathering pipeline segment of approximately 550 feet in length extending across the Sarah Well Pad as depicted on Exhibit A attached hereto (the “Sarah Line”), subject to the terms and conditions hereof.

WHEREAS, Producer and Gatherer are parties to that certain Letter Agreement dated April 23, 2024 regarding the Tomcat North and Sarah North Wells Pads (“Original Letter Agreement”); and

WHEREAS, Producer and Gatherer desire to amend and restate the Original Letter Agreement for the purpose of eliminating the rights and obligations of the Parties set forth therein regarding the Tomcat Well Pad and accordingly, the Parties are entering into this Letter Agreement, which shall amend and restate the Original Letter Agreement in its entirety.

NOW, THEREFORE, Gatherer and Producer (collectively, “Parties” and each a “Party”), by execution of this Letter Agreement and in consideration of the mutual covenants contained herein, do hereby agree as follows:

1.Sarah Line; Installation Work; Materials.

(a)Subject to the terms and conditions of this Letter Agreement, Producer covenants and agrees to perform, or cause to be performed, the design, construction, installation, inspection and testing of the Sarah Line (the “Installation Work”) in accordance with Gatherer’s standards, specifications and documentation requirements, in each case as set forth on Exhibit B attached hereto and incorporated herein (“Work Standards”), provided, that in any event the performance standard set forth in Section 3.1 of the Gathering Agreement shall apply to Producer’s performance of the Installation Work, mutatis mutandis. Producer agrees to use commercially reasonable efforts to complete the Installation Work on or before [***].

(b)Gatherer covenants and agrees to provide Producer with the pipeline materials and all other required materials needed to perform the Installation Work (“Materials”); provided, that Producer shall be responsible for (i) arranging for the transportation of the Materials (with reasonable cooperation from Gatherer) from various locations, including the Durabond warehouse facility in Duquesne, Pennsylvania and the Equitrans warehouse facility in Waynesburg, Pennsylvania, to the location of the Sarah Line, and (ii) paying the costs and expenses for such transportation (“Transportation Costs”), subject to the terms hereof; provided, further, that title to all Materials shall remain with Gatherer at all times, it being the intent of this Letter Agreement that Gatherer own the Sarah Line and all personal property constituting the Sarah Line, in all respects.

2

Exhibit 10.6

(c)Following Gatherer’s receipt of notice of the completion of the Installation Work, Gatherer shall promptly thereafter, with reasonable prior written notice to Producer and during normal business hours, inspect the Installation Work and the Sarah Line for the purpose of confirming that the same satisfies the Work Standards and otherwise satisfies the performance standard set forth in Section 3.1 of the Gathering Agreement; provided that Producer shall have the right to have a representative present during such inspection and Gatherer will comply with Producer’s HSE policies and requirements regarding access provided in writing in advance. Reasonably promptly following Gatherer’s inspection of the Installation Work and the Sarah Line, Gatherer shall deliver notice in writing to Producer either (i) approving the Installation Work and the Sarah Line or (ii) identifying in reasonable detail any failures of the Installation Work and the Sarah Line to comply with the Work Standards.

(d)From and after the completion of the Installation Work and the written approval by Gatherer of the Installation Work, (i) Gatherer shall be responsible for connection of the Sarah Line to the Gathering System, and (ii) the Sarah Line shall be deemed part of the Gathering System for all purposes under the Gathering Agreement, and Gatherer shall have all rights and responsibilities with respect thereto as are applicable to the Gathering System under the Gathering Agreement (including the indemnification provisions set forth in Article 15 of the Gathering Agreement); provided, however, Gatherer’s approval of the Installation Work and the Sarah Line shall not limit or diminish Producer’s liability for failure to perform, or cause to be performed, the Installation Work in accordance with Section 1(a) hereof, to the extent that such failure was not identified, and could not reasonably be expected to be identified, by Gatherer when inspecting the same in accordance with Section 1(c) hereof. Except to the extent expressly set forth herein, this Letter Agreement shall not amend or otherwise modify the obligations of the Parties with respect to the connection of any Wells on the Sarah Well Pad or otherwise to the Gathering System under Section 3.3 of the Gathering Agreement and the other terms and conditions thereof.

2.Real Property Rights; Receipt Point Facilities; Incremental Assignment.

(a)After the completion of the Installation Work and the written approval by Gatherer of the Installation Work in accordance with the terms hereof, Producer agrees to grant, transfer and convey to Gatherer and/or cause each Affiliate to grant, transfer and convey to Gatherer, without warranty of title, either express or implied, to the extent that it may contractually and lawfully do so without the incurrence of out-of-pocket expense that Gatherer does not agree to reimburse, an easement and right of way in a recordable form mutually agreed by the Parties upon such portions of the lands covered by the Dedicated Interests as are necessary for the purpose of using, maintaining, servicing, inspecting, repairing, operating, replacing, disconnecting, and removing all or any portion of the Sarah Line and other equipment or facilities necessary for Gatherer’s performance under the Gathering Agreement. Producer’s grant hereunder

3

Exhibit 10.6

and Gatherer’s rights with respect to such grant shall be subject to the terms of Section 3.11 of the Gathering Agreement in all respects.

(b)Producer represents that it shall provide to Gatherer all of its records, files and other data to the extent necessary or convenient to the ownership and operation of the Sarah Line (excepting all those records subject to confidentiality restrictions, privileged information, and any proprietary information).

(c)To the extent available without interfering with Producer’s facilities or operations, which shall be determined in the reasonable discretion of Producer, Producer agrees to provide sufficient space for locating Receipt Point facilities on the Sarah Well Pad.

(d)To the extent that the Sarah Line comprises any personal property other than the Materials, on or before the completion of the Installation Work, Producer shall convey all of its right, title and interest in and to such personal property pursuant to an Assignment in substantially the form of Exhibit C.

3.    Reimbursement; Costs.

(a)Gatherer shall reimburse Producer for all Costs incurred or committed to by Producer and/or its Affiliates in connection with the Installation Work, not to exceed [***] (“Cap”); provided that the Producer delivers an Additional Confirmation Notice which confirms the Additional Connection Notice for the Sarah Well Pad in accordance with Section 3.3(a)(iii) of the Gathering Agreement. The Gatherer shall have no obligation to reimburse Producer for Costs attributable to the Sarah Well Pad in the event that the Producer cancels the applicable Additional Connection Notice. In the event that the Producer cancels the Sarah Well Pad, Producer shall be obligated to reimburse Gatherer for all actual third party documented costs and expenses of any kind incurred by Gatherer and/or its Affiliates related to the Sarah Line, including without limitation costs and expenses for Materials.

(b)“Costs” means all actual third party documented costs and expenses of any kind incurred by Producer and/or its Affiliates in connection with the Installation Work, including Transportation Costs. As soon as practical after the completion of the Installation Work, Producer shall deliver to Gatherer a statement showing in reasonable detail the Costs attributable thereto. Gatherer agrees to pay, or cause to be paid, the Costs, not to exceed the Cap, within [***]([***]) Days of the receipt by Gatherer of such statement.

4.    Miscellaneous. The terms and provisions of this Letter Agreement shall be binding on, and shall inure to the benefit of, the Parties and their respective successors and permitted assigns. This Letter Agreement may be executed in any number of

4

Exhibit 10.6

counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all of such counterparts shall constitute for all purposes one agreement. Any signature hereto delivered by a Party by facsimile or other electronic transmission (including scanned documents delivered by email) shall be deemed an original signature hereto, and execution and delivery by such means shall be binding upon the Parties.

5.    Effect of Letter Agreement. The Parties acknowledge and agree that this Letter Agreement constitutes a written instrument executed by the Parties and fulfills the requirements of an amendment contemplated by Section 18.7 of the Gathering Agreement. The Parties hereby ratify and confirm the Gathering Agreement, as amended hereby. Except as expressly provided herein, the provisions of the Gathering Agreement shall remain in full force and effect in accordance with their respective terms following the execution of this Letter Agreement. In the event of any conflict or inconsistencies between this Letter Agreement and the Gathering Agreement, the terms and conditions of this Letter Agreement shall prevail.

[SIGNATURE PAGE FOLLOWS]

5

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

EQM GATHERING OPCO, LLC,

a Delaware limited liability company

By:     /s/ John M. Quinn        

Name: John M. Quinn            

Title: VP Business Development & Commercial Services

PRODUCER:

EQT CORPORATION,

a Pennsylvania corporation

By:     /s/ Jeremy Knop        

Name:     Jeremy Knop            

Title:     Chief Financial Officer    

EQT PRODUCTION COMPANY,

a Pennsylvania corporation

By:     /s/ J.E.B. Bolen        

Name: J.E.B. Bolen            

Title:     Vice President of Operations Planning

RICE DRILLING B LLC,

a Delaware limited liability company

By:     /s/ J.E.B. Bolen        

Name: J.E.B. Bolen            

Title:     Vice President of Operations Planning

EQT ENERGY, LLC,

a Delaware limited liability company

By:     /s/ Keith Shoemaker        

Name:     Keith Shoemaker        

Title:     Senior Vice President, Commercial

Amended and Restated Letter Agreement re: Sarah North Well Pad

Signature Page

Amended and Restated Letter Agreement re: Sarah North Well Pad

Signature Page

EXHIBIT A

Sarah Well Pad and Sarah Line

[***]

EXHIBIT B

Gatherer’s Standards for Material Acquisition, Construction and Testing

[***]

EXHIBIT C

NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.

ASSIGNMENT AND BILL OF SALE

This ASSIGNMENT AND BILL OF SALE (this “Assignment”)is dated effective as of [●], 2024 (the “Effective Time”),by and between [EQT Entity], a [●], whose address is 625 Liberty Avenue, Suite 1700, Pittsburgh, PA 15222, hereinafter referred to as “Assignor”;and [ETRN Entity], a [●], whose address is 2200 Energy Drive, Canonsburg, PA 15317, hereinafter referred to as “Assignee”. Assignor and Assignee are sometimes also referred to singularly as a “Party”and are sometimes collectively referred to as the “Parties”.

RECITALS

WHEREAS, Assignor and certain of its affiliates and Assignee entered into that certain Amended and Restated Letter Agreement re: Sarah North Well Pad, dated [●], 2024 (“Letter Agreement”), pursuant to which Assignor has agreed, subject to the terms of the Letter Agreement to construct and install a 12 inch diameter gathering pipeline segment of approximately 550 feet in length extending across the Sarah Well Pad as depicted on Exhibit B attached hereto (the “Sarah Line”);

WHEREAS, Assignor desires to assign to Assignee, and Assignee desires to receive from Assignor, all of Assignor’s interest in the Assets described below in accordance with this Assignment.

NOW, THEREFORE, for and in consideration of the mutual promises contained herein, the benefits to be derived by each party hereunder, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as follows:

ARTICLE I

ASSIGNMENT

1.1    Assignment. For and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER, AND DELIVER unto Assignee, all of Assignor’s right, title, and interest in and to the personal property constituting the Sarah Line, including such personal property set forth on Exhibit A (the “Assets”).

TO HAVE AND TO HOLD the Assets unto Assignee, and its successors and assigns, forever, subject, however, to all the terms and conditions of this Assignment.

ARTICLE II

DISCLAIMERS

2.1    Disclaimers. NEITHER ASSIGNOR NOR ANY OF ITS AFFILIATES NOR ANY OF ITS OR THEIR REPRESENTATIVES IS MAKING ANY REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER, ORAL OR WRITTEN, STATUTORY, EXPRESS OR IMPLIED, RELATING TO THE ASSETS, INCLUDING BUT NOT LIMITED TO ANY REPRESENTATION OR WARRANTY RELATING TO THE TITLE, MAINTENANCE, REPAIR, CONDITION, DESIGN, PERFORMANCE, VALUE, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE OF THE ASSETS, AND ASSIGNOR HEREBY DISCLAIMS ANY SUCH REPRESENTATIONS OR WARRANTIES.

2.2 Letter Agreement. This Assignment is made specifically subject to the terms and conditions of the Letter Agreement, which is incorporated herein by reference as though set forth in full herein, and should there be any conflict between the terms and provisions of this Assignment and the Letter Agreement, the terms and provisions of the Letter Agreement shall prevail. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Letter Agreement. Except for the Letter Agreement, this Assignment instrument represents the entire agreement between the parties with respect to its subject matter and replaces and supersedes all previous or contemporaneous agreements between them, whether oral, written or formed by a course of dealing. No amendment to this Assignment will be effective unless it is in writing and executed by each party’s duly authorized representative.

2.3Description. It is the express intent of the parties that all of Assignor’s right, title, and interest in and to the Assets be assigned to Assignee hereunder whether such interests are properly described or not, unless expressly reserved herein.

ARTICLE III MISCELLANEOUS

3.1    Governing Law. This Assignment shall be governed by, construed, and enforced in accordance with the laws of the Commonwealth of Pennsylvania without regard to choice of law principles. The Parties agree that the appropriate, exclusive and convenient forum for any disputes among any of the Parties arising out of this Assignment or the transactions contemplated hereby shall be in any state or federal court in the City of Pittsburgh and County of Allegheny, Pennsylvania, and each of the Parties irrevocably submits to the jurisdiction of such courts solely in respect of any proceeding arising out of or related to this Assignment. The Parties further agree that the Parties shall not bring suit with respect to any disputes arising out of this Agreement or the transactions contemplated hereby in any court or jurisdiction other than the above specified courts. EACH PARTY HEREBY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

3.2    Cooperation. In addition to this Assignment, each Party shall execute, acknowledge, and deliver to the other Party, in a timely manner and without further consideration, any documents or instruments that such Party may reasonably require, including further assignments or conveyances required by any governmental authorities, deeds, and consents to further evidence the assignment and conveyance of the Assets as contemplated by this Assignment.

3.3    Binding Effect. The terms, covenants and conditions of this Assignment bind and inure to the benefit of the Parties hereto and their respective successors and assigns.

3.4    Counterparts. This Assignment may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all of such counterparts shall constitute for all purposes one agreement.

[Signature Pages to Follow]

IN WITNESS WHEREOF, this Assignment has been executed by Assignor as of the Effective Time.

ASSIGNOR:

[EQT Entity]

By:     

Name:     

Title:     

ACKNOWLEDGMENTS

COMMONWEALTH OF ______________________,

COUNTY OF ____________________, TO-WIT:

        The undersigned, a notary public of said county, hereby certifies that ________________________, the ________________________ of ________________________, a ________________________, who signed the foregoing Assignment, has this day in my said county, before me, acknowledged that he/she executed the same for the purposes therein contained as the ________________________ of said corporation.

Given under my hand this ___ day of ____________, 202__.

My commission expires: __________________________________________

______________________________________

        Notary Public

(NOTARIAL SEAL)

[Signature and Acknowledgment Page to Assignment and Bill of Sale]

IN WITNESS WHEREOF, this Assignment has been executed by Assignee as of the Effective Time.

ASSIGNEE:

[ETRN Entity]

By:

Name:

Title:

ACKNOWLEDGMENTS

COMMONWEALTH OF ______________________,

COUNTY OF ____________________, TO-WIT:

        The undersigned, a notary public of said county, hereby certifies that ________________________, the ________________________ of ________________________, a ________________________, who signed the foregoing Assignment, has this day in my said county, before me, acknowledged that he/she executed the same for the purposes therein contained as the ________________________ of said partnership.

Given under my hand this ___ day of ____________, 202__.

My commission expires: __________________________________________

______________________________________

    Notary Public

(NOTARIAL SEAL)

[Signature and Acknowledgment Page to Assignment and Bill of Sale]

EXHIBIT A

Assets

EXHIBIT B

[To be attached]

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Diana M. Charletta, 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.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

d.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:  July 19, 2024

/s/ Diana M. Charletta

Diana M. Charletta

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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.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

d.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: July 19, 2024

/s/ Kirk R. Oliver

Kirk R. Oliver

Executive 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, 2024, 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/ Diana M. Charletta	July 19, 2024
Diana M. Charletta President and Chief Executive Officer
/s/ Kirk R. Oliver	July 19, 2024
Kirk R. Oliver Executive Vice President and Chief Financial Officer

XML

Cover - shares shares in Thousands	6 Months Ended
	Jun. 30, 2024	Jul. 18, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-38629
Entity Registrant Name	EQUITRANS MIDSTREAM CORPORATION
Entity Incorporation, State or Country Code	PA
Entity Tax Identification Number	83-0516635
Entity Address, Address Line One	2200 Energy Drive
Entity Address, City or Town	Canonsburg
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15317
City Area Code	724
Local Phone Number	271-7600
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	ETRN
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Emerging Growth Company	false
Small Business Entity	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		435,013
Entity Central Index Key	0001747009
Amendment Flag	false
Current Fiscal Year End	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2

XML

Statements of Consolidated Comprehensive Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024		Jun. 30, 2023
Income Statement [Abstract]
Operating revenues		$ 361,595	$ 318,469	$ 725,869		$ 694,806
Operating expenses:
Operating and maintenance		48,006	45,767	93,234		88,629
Selling, general and administrative		45,653	56,932	89,982		89,554
Transaction costs		2,011	0	7,695		0
Depreciation		73,188	70,031	144,860		139,435
Amortization of intangible assets		16,205	16,205	32,410		32,410
Total operating expenses		185,063	188,935	368,181		350,028
Operating income		176,532	129,534	357,688		344,778
Equity income	[1]	18,814	23,686	91,819	[2]	23,808	[2]
Other income (expense), net		3,602	19,809	(374)		11,707
Net interest expense		(120,129)	(103,644)	(239,025)		(208,601)
Income before income taxes		78,819	69,385	210,108		171,692
Income tax expense (benefit)		7,105	465	26,505		(3,319)
Net income		71,714	68,920	183,603		175,011
Net income attributable to noncontrolling interest		1,325	1,675	4,215		6,084
Net income attributable to Equitrans Midstream		70,389	67,245	179,388		168,927
Preferred dividends		20,516	14,628	35,144		29,256
Net income attributable to Equitrans Midstream common shareholders		$ 49,873	$ 52,617	$ 144,244		$ 139,671
Earnings per share of common stock attributable to Equitrans Midstream common shareholders - basic (in dollars per share)		$ 0.11	$ 0.12	$ 0.33		$ 0.32
Earnings per share of common stock attributable to Equitrans Midstream common shareholders - diluted (in dollars per share)		$ 0.11	$ 0.12	$ 0.33		$ 0.32
Weighted average common shares outstanding - basic (in shares)		434,606	433,961	434,551		433,834
Weighted average common shares outstanding - diluted (in shares)		441,771	435,476	441,238		434,640
Statement of comprehensive income:
Net income		$ 71,714	$ 68,920	$ 183,603		$ 175,011
Other comprehensive income, net of tax:
Pension and other post-retirement benefits liability adjustment, net of tax expense of $6, $7, $12, and $14		20	22	40		44
Other comprehensive income		20	22	40		44
Comprehensive income		71,734	68,942	183,643		175,055
Less: Comprehensive income attributable to noncontrolling interest		1,325	1,675	4,215		6,084
Less: Comprehensive income attributable to preferred dividends		20,516	14,628	35,144		29,256
Comprehensive income attributable to Equitrans Midstream common shareholders		$ 49,893	$ 52,639	$ 144,284		$ 139,715
Dividends declared per common share (in dollars per share)		$ 0.15	$ 0.15	$ 0.30		$ 0.30

[1] Represents equity income from Mountain Valley Pipeline, LLC (the MVP Joint Venture). See Note 5.

[2] Represents equity income from the MVP Joint Venture. See Note 5.

XML

Statements of Consolidated Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Pension and other post-retirement benefits liability adjustments, net of tax expense	$ 6	$ 6	$ 7	$ 7	$ 12	$ 14

XML

Statements of Consolidated Cash Flows (Unaudited) - USD ($) $ in Thousands		6 Months Ended
		Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net income		$ 183,603	$ 175,011
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		144,860	139,435
Amortization of intangible assets		32,410	32,410
Deferred income tax expense (benefit)		24,455	(6,457)
Equity income	[1],[2]	(91,819)	(23,808)
Other expense (income), net		778	(11,323)
Non-cash long-term compensation expense		11,466	26,166
Changes in other assets and liabilities:
Accounts receivable		28,283	42,120
Accounts payable		(5,274)	(12,474)
Accrued interest		12,461	(2,386)
Deferred revenue		118,020	157,783
Other assets and other liabilities		(22,681)	6,797
Net cash provided by operating activities		436,562	523,274
Cash flows from investing activities:
Capital expenditures		(172,036)	(171,940)
Capital contributions to the MVP Joint Venture		(558,286)	(70,533)
Principal payments received on the Preferred Interest (defined in Note 7)		3,080	2,878
Net cash used in investing activities		(727,242)	(239,595)
Cash flows from financing activities:
Proceeds from revolving credit facility borrowings		545,000	215,000
Payments on revolving credit facility borrowings		(790,000)	(180,000)
Proceeds from the issuance of long-term debt		600,000	0
Debt discounts, debt issuance costs and credit facility arrangement fees		(10,206)	(60)
Payment for retirement of long-term debt		0	(98,941)
Dividends paid to common shareholders		(130,099)	(129,941)
Dividends paid to holders of Equitrans Midstream Preferred Shares		(29,256)	(29,256)
Distributions paid to noncontrolling interest		(10,960)	(20,000)
Other items		(797)	(1,307)
Net cash provided by (used in) financing activities		173,682	(244,505)
Net change in cash and cash equivalents		(116,998)	39,174
Cash and cash equivalents at beginning of period		258,877	67,898
Cash and cash equivalents at end of period		141,879	107,072
Cash paid during the period for:
Interest, net of amount capitalized		222,726	208,269
Income taxes, net		$ 14,989	$ 550

[1] Represents equity income from Mountain Valley Pipeline, LLC (the MVP Joint Venture). See Note 5.

[2] Represents equity income from the MVP Joint Venture. See Note 5.

XML

Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands		Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents		$ 141,879	$ 258,877
Accounts receivable (net of allowance for credit losses of $10,611 and $6,429 as of June 30, 2024 and December 31, 2023, respectively)		237,752	258,264
Other current assets		71,339	78,356
Total current assets		450,970	595,497
Property, plant and equipment		9,920,776	9,745,298
Less: accumulated depreciation		(1,895,901)	(1,752,914)
Net property, plant and equipment		8,024,875	7,992,384
Investment in unconsolidated entity	[1]	2,375,313	1,832,282
Goodwill		486,698	486,698
Net intangible assets		489,724	522,133
Other assets		292,893	280,432
Total assets		12,120,473	11,709,426
Current liabilities:
Current portion of long-term debt		299,962	299,731
Accounts payable		60,822	60,884
Capital contributions payable to the MVP Joint Venture		73,916	181,051
Accrued interest		146,791	134,330
Accrued liabilities		80,845	106,870
Total current liabilities		662,336	782,866
Long-term liabilities:
Revolving credit facility borrowings		985,000	1,230,000
Long-term debt		6,643,220	6,046,709
Contract liability		1,414,183	1,296,039
Deferred income taxes		38,543	4,718
Regulatory and other long-term liabilities		173,860	160,977
Total liabilities		9,917,142	9,521,309
Mezzanine equity:
Equitrans Midstream Preferred Shares, 30,018 shares issued and outstanding as of June 30, 2024 and December 31, 2023		687,730	681,842
Shareholders' equity:
Common stock, no par value, 435,013 and 433,505 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		3,983,145	3,977,149
Retained deficit		(2,922,171)	(2,932,206)
Accumulated other comprehensive loss		(1,232)	(1,272)
Total common shareholders' equity		1,059,742	1,043,671
Noncontrolling interest		455,859	462,604
Total shareholders' equity		1,515,601	1,506,275
Total liabilities, mezzanine equity and shareholders' equity		$ 12,120,473	$ 11,709,426

[1] Represents investment in the MVP Joint Venture. See Note 5.

XML

Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Accounts receivable, allowance for credit losses	$ 10,611	$ 6,429
Mezzanine equity, preferred shares issued (in shares)	30,018	30,018
Mezzanine equity, preferred shares outstanding (in shares)	30,018	30,018
Common stock, shares issued (in shares)	435,013	433,505
Common stock, shares outstanding (in shares)	435,013	433,505

XML

Statements of Consolidated Shareholders' Equity and Mezzanine Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Retained Deficit	Accumulated Other Comprehensive Loss	Noncontrolling Interest
Beginning balance (in shares) at Dec. 31, 2022		432,781
Beginning balance at Dec. 31, 2022	$ 1,398,604	$ 3,974,127	$ (3,053,590)	$ (1,332)	$ 479,399
Increase (Decrease) in Partners' Capital
Net income	91,463		87,054		4,409
Pension and other post-retirement benefits liability adjustment, net of tax expense	22			22
Dividends on common shares	(65,121)		(65,121)
Share-based compensation plans, net (in shares)		402
Share-based compensation plans, net	3,050	$ 3,050
Distributions paid to noncontrolling interest in Eureka Midstream Holdings, LLC	(8,000)				(8,000)
Ending balance (in shares) at Mar. 31, 2023		433,183
Ending balance at Mar. 31, 2023	1,420,018	$ 3,977,177	(3,031,657)	(1,310)	475,808
Mezzanine Equity, beginning balance at Dec. 31, 2022	681,842
Mezzanine Equity
Net income	14,628
Dividends paid to holders of Equitrans Midstream Preferred Shares	(14,628)
Mezzanine Equity, ending balance at Mar. 31, 2023	681,842
Increase (Decrease) in Partners' Capital
Net income	54,292		52,617		1,675
Pension and other post-retirement benefits liability adjustment, net of tax expense	22			22
Dividends on common shares	(68,227)		(68,227)
Share-based compensation plans, net (in shares)		78
Share-based compensation plans, net	23,853	$ 23,853
Distributions paid to noncontrolling interest in Eureka Midstream Holdings, LLC	(12,000)				(12,000)
Ending balance (in shares) at Jun. 30, 2023		433,261
Ending balance at Jun. 30, 2023	1,417,958	$ 4,001,030	(3,047,267)	(1,288)	465,483
Mezzanine Equity
Net income	14,628
Dividends paid to holders of Equitrans Midstream Preferred Shares	(14,628)
Mezzanine Equity, ending balance at Jun. 30, 2023	$ 681,842
Beginning balance (in shares) at Dec. 31, 2023	433,505	433,505
Beginning balance at Dec. 31, 2023	$ 1,506,275	$ 3,977,149	(2,932,206)	(1,272)	462,604
Increase (Decrease) in Partners' Capital
Net income	97,261		94,371		2,890
Pension and other post-retirement benefits liability adjustment, net of tax expense	20			20
Dividends on common shares	(66,656)		(66,656)
Share-based compensation plans, net (in shares)		156
Share-based compensation plans, net	5,425	$ 5,425
Distributions paid to noncontrolling interest in Eureka Midstream Holdings, LLC	(8,000)				(8,000)
Ending balance (in shares) at Mar. 31, 2024		433,661
Ending balance at Mar. 31, 2024	1,534,325	$ 3,982,574	(2,904,491)	(1,252)	457,494
Mezzanine Equity, beginning balance at Dec. 31, 2023	681,842
Mezzanine Equity
Net income	14,628
Dividends paid to holders of Equitrans Midstream Preferred Shares	(14,628)
Mezzanine Equity, ending balance at Mar. 31, 2024	681,842
Increase (Decrease) in Partners' Capital
Net income	51,198		49,873		1,325
Pension and other post-retirement benefits liability adjustment, net of tax expense	20			20
Dividends on common shares	(67,553)		(67,553)
Share-based compensation plans, net (in shares)		1,352
Share-based compensation plans, net	571	$ 571
Distributions paid to noncontrolling interest in Eureka Midstream Holdings, LLC	$ (2,960)				(2,960)
Ending balance (in shares) at Jun. 30, 2024	435,013	435,013
Ending balance at Jun. 30, 2024	$ 1,515,601	$ 3,983,145	$ (2,922,171)	$ (1,232)	$ 455,859
Mezzanine Equity
Net income	20,516
Dividends paid to holders of Equitrans Midstream Preferred Shares	(14,628)
Mezzanine Equity, ending balance at Jun. 30, 2024	$ 687,730

XML

Statements of Consolidated Shareholders' Equity and Mezzanine Equity (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023
Pension and other post-retirement benefits liability adjustments, net of tax expense	$ 6	$ 6	$ 7	$ 7
Dividends on common shares (in dollars per share)	$ 0.15	$ 0.15	$ 0.15	$ 0.15
EQM Midstream Partners, LP
Dividends paid to holders of Equitrans Midstream Preferred Shares (in dollars per share)	$ 0.4873	$ 0.4873	$ 0.4873	$ 0.4873

XML

Financial Statements

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Financial Statements

Financial Statements

Nature of Business. The Company's operating subsidiaries provide midstream services to the Company's customers in Pennsylvania, West Virginia and Ohio through three primary assets: the gathering system, which includes predominantly dry gas gathering systems of high-pressure gathering lines; the transmission system, which includes FERC-regulated interstate pipelines and storage systems; and the water network, which primarily consists of water pipelines and other facilities that support well completion activities and produced water handling activities.

Basis of Presentation. References in these financial statements to Equitrans Midstream or the Company refer collectively to Equitrans Midstream Corporation and its consolidated subsidiaries for all periods presented, unless otherwise indicated.

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (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 unaudited consolidated financial statements include all adjustments (consisting of only normal, recurring adjustments, unless otherwise disclosed in this Quarterly Report on Form 10-Q) necessary for a fair presentation of the financial position of the Company as of June 30, 2024, the results of its operations, and equity for the three and six months ended June 30, 2024 and 2023 and its cash flows for the six months ended June 30, 2024 and 2023. The consolidated balance sheet at December 31, 2023 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. This Quarterly Report on Form 10-Q should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2023, which includes all disclosures required by GAAP.

Due to, among other things, the seasonal nature of the Company's utility customer contracts, as well as producers’ well completion activities and varying needs for fresh and produced water (which are primarily driven by horizontal lateral lengths and the number of completion stages per well), the interim statements for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

For further information, refer to the Company's consolidated financial statements and related notes in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, as well as Part I, "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" contained herein.

Recently Issued Accounting Standards.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which provides improvements to reportable segment disclosures and is intended to enhance the disclosures regarding significant segment expenses. The guidance is applicable to all public entities that are required to report segment information in accordance with Topic 280 and is to be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the potential impact of adopting this standard on its financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes: Improvements to Income Tax Disclosures, which provides improvements to income tax disclosures and is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The guidance is applicable to all public entities required to report income taxes in accordance with ASC 740 and should be applied prospectively, but retrospective application is permitted. The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation, information on income taxes paid, and various other disclosure changes. The Company is currently evaluating the potential impact of adopting this standard on its financial statements and related disclosures.

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Proposed EQT Transaction

6 Months Ended

Jun. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Proposed EQT Transaction

Proposed EQT Transaction

Proposed EQT Transaction. On March 10, 2024, the Company, EQT Corporation (Parent), Humpty Merger Sub Inc., an indirect wholly owned subsidiary of Parent (Merger Sub), and Humpty Merger Sub LLC, an indirect wholly owned subsidiary of Parent (LLC Sub), entered into an Agreement and Plan of Merger (the Merger Agreement), pursuant to which, among other things, Merger Sub will merge with and into the Company (the First Merger), with the Company surviving the First Merger as an indirect wholly owned subsidiary of Parent (the First Step Surviving Corporation) and, as the second step in a single integrated transaction, the First Step Surviving Corporation will merge with and into LLC Sub (the Second Merger and,

together with the First Merger, the Mergers), with LLC Sub surviving the Second Merger as an indirect wholly owned subsidiary of Parent (the transactions contemplated by the Merger Agreement, the EQT Transaction).

Under the terms of the Merger Agreement, and subject to the satisfaction or waiver of certain conditions therein, at the effective time of the First Merger (the Effective Time), (i) each share of common stock, no par value per share, of Equitrans Midstream Corporation (Equitrans Midstream common stock) issued and outstanding immediately prior to the Effective Time (excluding any excluded shares) will be converted automatically at the Effective Time into the right to receive 0.3504 (the Exchange Ratio) fully-paid and nonassessable shares of common stock of Parent, no par value per share (EQT Shares) and (ii) each Equitrans Midstream Corporation Series A Perpetual Convertible Preferred Share, no par value (Equitrans Midstream Preferred Share), issued and outstanding immediately prior to the Effective Time will be treated in accordance with Section 8 of the Company’s Second Amended and Restated Articles of Incorporation and the procedures set forth in Section 2.5 of the Merger Agreement.

The EQT Transaction is expected to close on July 22, 2024, taking into account, as of the filing of this Quarterly Report on Form 10-Q, the satisfaction in accordance with the terms and conditions of the Merger Agreement of various conditions to closing under the Merger Agreement, including, among others: (i) approval of the Merger Agreement and the Mergers by a majority of the votes cast by holders of Equitrans Midstream common stock and Equitrans Midstream Preferred Shares, with such Equitrans Midstream Preferred Shares treated as Equitrans Midstream common stock on an as-converted basis, voting together as a single class, (ii) approval of the issuance of EQT Shares in connection with the Mergers by a majority of votes cast at a special meeting of holders of EQT Shares, (iii) expiration or termination of (a) all waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act) and (b) any commitment to, or agreement with, any governmental entity to delay the consummation of, or not to consummate the transactions contemplated by the Merger Agreement, and (iv) the MVP Joint Venture receiving authorization of the Federal Energy Regulatory Commission (FERC) to place the Mountain Valley Pipeline (MVP) in-service.

The Company recorded approximately $2.0 million and $7.7 million in expenses related to the EQT Transaction during the three and six months ended June 30, 2024, respectively, primarily related to advisor, legal and other transaction-related fees, which are included in transaction costs on the Company's statements of consolidated comprehensive income.

Equitrans Midstream Preferred Shares Redemption. On June 25, 2024, Parent delivered to the Company a written election exercising Parent’s right under the Merger Agreement to cause the Company to purchase and redeem, prior to the Effective Time, all issued and outstanding Equitrans Midstream Preferred Shares in accordance the Company’s Second Amended and Restated Articles of Incorporation. The Company has no obligation to purchase and redeem the Equitrans Midstream Preferred Shares in accordance with the Merger Agreement unless Parent has deposited with the paying agent for such redemption sufficient funds to effect such purchase and redemption, and the deposit of such funds and any instructions and authority to pay such funds to holders of the Equitrans Midstream Preferred Shares in the redemption has occurred at least one hour prior to the consummation of the proposed EQT Transaction. In the event the EQT Transaction will not be consummated, the redemption will not be effected. Subject to the foregoing, the Company expects the purchase and redemption to occur on July 22, 2024 prior to the consummation of the EQT Transaction (or such later date as may be contemplated by virtue of the timing of the consummation of the EQT Transaction).

The Equitrans Midstream Preferred Shares are presented as temporary equity in the mezzanine equity section of the Company’s consolidated balance sheets. As the Equitrans Midstream Preferred Shares were not redeemable or probable of becoming redeemable as of June 30, 2024, adjustment to the carrying amount is not necessary and would only be required if the Equitrans Midstream Preferred Shares are redeemed in accordance with the events described above.

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Financial Information by Business Segment

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

Financial Information by Business Segment

Financial Information by Business Segment

The Company reports its operations in three segments that reflect its three lines of business of Gathering, Transmission and Water, which reflects the manner in which management evaluates the business for making operating decisions and assessing performance.

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(Thousands)
Revenues from customers:
Gathering (a)	$	230,006	$	210,194	$	454,646	$	420,946
Transmission (a)	104,584		92,540		221,478		231,446
Water	27,005		15,735		49,745		42,414
Total operating revenues	$	361,595	$	318,469	$	725,869	$	694,806
Operating income:
Gathering	$	110,689	$	81,020	$	215,748	$	185,314
Transmission	59,514		48,451		136,596		147,373
Water	8,686		530		13,674		12,903
Headquarters (b)	(2,357)		(467)		(8,330)		(812)
Total operating income	$	176,532	$	129,534	$	357,688	$	344,778
Reconciliation of operating income to net income:
Equity income (c)	$	18,814	$	23,686	$	91,819	$	23,808
Other income (expense), net (d)	3,602		19,809		(374)		11,707
Net interest expense	(120,129)		(103,644)		(239,025)		(208,601)
Income tax expense (benefit)	7,105		465		26,505		(3,319)
Net income	$	71,714	$	68,920	$	183,603	$	175,011

(a)For the six months ended June 30, 2023, volumetric-based fee revenues associated with Gathering and Transmission included one-time contract buyouts by a customer for approximately $5.0 million and $23.8 million, respectively.

(b)Includes transaction costs and other certain unallocated corporate expenses.

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

(d)Includes unrealized gains (losses) on derivative instruments recorded in the Gathering segment.

	June 30, 2024		December 31, 2023
	(Thousands)
Segment assets:
Gathering	$	7,575,061	$	7,612,820
Transmission (a)	3,918,128		3,369,718
Water	236,853		217,225
Total operating segments	11,730,042		11,199,763
Headquarters, including cash	390,431		509,663
Total assets	$	12,120,473	$	11,709,426

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(Thousands)
Depreciation:
Gathering	$	50,850	$	49,387	$	101,002	$	98,736
Transmission	15,123		13,904		29,506		27,792
Water	7,111		6,511		14,145		12,374
Headquarters	104		229		207		533
Total	$	73,188	$	70,031	$	144,860	$	139,435
Capital expenditures:
Gathering (a)	$	65,996	$	71,893	$	120,252	$	131,606
Transmission (b)	16,431		14,375		34,135		23,564
Water	4,987		11,148		15,034		22,224
Total (c)	$	87,414	$	97,416	$	169,421	$	177,394

(a)Includes capital expenditures related to the noncontrolling interest in Eureka Midstream Holdings, LLC (Eureka Midstream) of approximately $5.0 million and $10.0 million for the three and six months ended June 30, 2024, respectively, and $5.0 million and $8.2 million for the three and six months ended June 30, 2023, respectively.

(b)Transmission capital expenditures do not include aggregate capital contributions made to the MVP Joint Venture of approximately $135.4 million and $558.3 million for the three and six months ended June 30, 2024, respectively, and $36.0 million and $70.5 million for the three and six months ended June 30, 2023, respectively.

(c)The Company accrues capital expenditures when the work has been completed but the associated bills have not yet been paid. Accrued capital expenditures are excluded from the statements of consolidated cash flows until they are paid. The net impact of non-cash capital expenditures, including the effect of accrued capital expenditures, transfers to/from inventory as assets are completed/assigned to a project and capitalized share-based compensation costs, was $(0.3) million and $2.6 million for the three and six months ended June 30, 2024, respectively, and $(1.1) million and $(5.5) million for the three and six months ended June 30, 2023, respectively.

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Revenue from Contracts with Customers

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Revenue from Contracts with Customers

Revenue from Contracts with Customers

For the three and six months ended June 30, 2024 and 2023, substantially all revenues recognized on the Company's statements of consolidated comprehensive income were from contracts with customers. As of June 30, 2024 and December 31, 2023, all receivables recorded on the Company's consolidated balance sheets represented 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 June 30, 2024
	Gathering		Transmission		Water		Total
	(Thousands)
Firm reservation fee revenues (a)	$	147,498	$	86,688	$	12,110	$	246,296
Volumetric-based fee revenues	82,508		17,896		14,895		115,299
Total operating revenues	$	230,006	$	104,584	$	27,005	$	361,595
	Three Months Ended June 30, 2023
	Gathering		Transmission		Water		Total
	(Thousands)
Firm reservation fee revenues (a)	$	141,737	$	82,247	$	9,389	$	233,373
Volumetric-based fee revenues	68,457		10,293		6,346		85,096
Total operating revenues	$	210,194	$	92,540	$	15,735	$	318,469
	Six Months Ended June 30, 2024
	Gathering		Transmission		Water		Total
	(Thousands)
Firm reservation fee revenues (a)	$	283,174	$	187,011	$	21,485	$	491,670
Volumetric-based fee revenues	171,472		34,467		28,260		234,199
Total operating revenues	$	454,646	$	221,478	$	49,745	$	725,869
	Six Months Ended June 30, 2023
	Gathering		Transmission		Water		Total
	(Thousands)
Firm reservation fee revenues (a)	$	281,808	$	183,969	$	18,764	$	484,541
Volumetric-based fee revenues (b)	139,138		47,477		23,650		210,265
Total operating revenues	$	420,946	$	231,446	$	42,414	$	694,806

(a) Firm reservation fee revenues associated with Gathering included MVC unbilled revenues of approximately $3.2 million and $9.1 million for the three and six months ended June 30, 2024, respectively, and $2.4 million and $5.7 million for the three and six months ended June 30, 2023, respectively.

(b)    For the six months ended June 30, 2023, volumetric-based fee revenues associated with Gathering and Transmission included one-time contract buyouts by a customer for approximately $5.0 million and $23.8 million, respectively.

Contract assets. The Company's contract assets related to the Company's future MVC deficiency payments are generally expected to be collected within the next twelve months and are primarily included in other current assets in the Company's consolidated balance sheets until such time as the MVC deficiency payments are invoiced to the customer.

The following table presents changes in the Company's contract assets balance:

	Six Months Ended June 30,
	2024		2023
	(Thousands)
Balance as of beginning of period	$	11,123	$	27,493
Revenue recognized in excess of amounts invoiced (a)	10,851		5,680
Minimum volume commitments invoiced (b)	(7,833)		(23,558)
Amortization (c)	(379)		(329)
Balance as of end of period	$	13,762	$	9,286

(a)Includes revenues associated with MVCs that are included in revenues within the Gathering and Water segments.

(b)Unbilled revenues are transferred to accounts receivable once the Company has an unconditional right to consideration from the customer.

(c)Amortization of capitalized contract costs paid to customers over the expected life of the agreement.

Contract liabilities. The Company's contract liabilities consist of deferred revenue primarily associated with the EQT Global GGA. Contract liabilities are classified as current or non-current according to when such amounts are expected to be recognized.

The following table presents changes in the Company's contract liability balances:

	Six Months Ended June 30,
	2024		2023
	(Thousands)
Balance as of beginning of period	$	1,301,100	$	973,087
Amounts recorded during the period (a)	123,686		165,011
Change in estimated variable consideration (b)	(1,833)		(3,392)
Amounts transferred during the period (c)	(3,833)		(3,835)
Balance as of end of period	$	1,419,120	$	1,130,871

(a)Includes deferred billed revenue during the six months ended June 30, 2024 and 2023 primarily associated with the EQT Global GGA.

(b)For the six months ended June 30, 2024 and 2023, the change in estimated variable consideration represents the decrease in total deferred revenue due to changes in MVP in-service timing assumptions.

(c)Deferred revenues are recognized as revenue upon satisfaction of the Company's performance obligation to the customer.

Summary of remaining performance obligations. The following table summarizes the estimated transaction price allocated to the Company's remaining performance obligations under all contracts with firm reservation fees, MVCs and/or ARCs as of June 30, 2024 that the Company will invoice or transfer from contract liabilities and recognize in future periods.

		2024(a)		2025		2026		2027		2028		Thereafter		Total
	(Thousands)
Gathering firm reservation fees		$	96,368	$	183,454	$	173,167	$	166,356	$	162,664	$	1,651,185	$	2,433,194
Gathering revenues supported by MVCs		224,091		454,590		486,931		491,273		488,641		2,703,274		4,848,800
Transmission firm reservation fees		201,758		404,480		402,319		399,878		397,197		2,774,442		4,580,074
Water revenues supported by ARCs/MVCs		24,221		48,441		45,159		44,065		45,706		120,938		328,530
Total		$	546,438	$	1,090,965	$	1,107,576	$	1,101,572	$	1,094,208	$	7,249,839	$	12,190,598

(a)    July 1, 2024 through December 31, 2024.

Based on total projected contractual revenues, the Company's firm gathering contracts and firm transmission and storage contracts had weighted average remaining terms of approximately 13 years and 11 years, respectively, as of June 30, 2024.

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Investment in Unconsolidated Entity

6 Months Ended

Jun. 30, 2024

Equity Method Investments and Joint Ventures [Abstract]

Investment in Unconsolidated Entity

Investment in Unconsolidated Entity

The MVP Joint Venture. The Company has an equity method investment in the MVP Joint Venture. The MVP Joint Venture constructed the MVP and is developing the MVP Southgate project, each discussed in more detail below. The Company maintains separate ownership interests in each of the MVP and the MVP Southgate project and is the operator of the MVP and expects to operate the MVP Southgate project.

Mountain Valley Pipeline. The MVP Joint Venture received authorization of the FERC on June 11, 2024 to place the MVP, a 303-mile natural gas interstate pipeline that spans from northern West Virginia to southern Virginia, in service and the MVP entered service and became available for interruptible or short-term firm transportation service on June 14, 2024. The Company owned a 49.0% interest in the MVP as of June 30, 2024.

MVP and MVP-related long-term firm capacity obligations commenced on July 1, 2024. Upon commencement of the MVP long-term firm capacity obligations on July 1, 2024, the MVP Joint Venture is no longer a variable interest entity of the Company because it has sufficient equity to finance its activities.

The MVP Joint Venture has continued to undertake certain restoration efforts in respect of the MVP since the in-service date and the Company is targeting a total project cost of approximately $7.9 billion (excluding allowance for funds used during

construction (AFUDC) and which does not reflect general contingency). Based on such total project cost estimate, the Company's equity ownership in the MVP is expected to progressively increase from approximately 49.0% to approximately 49.2%.

Pursuant to the EQT Global GGA and given MVP full in-service occurred in 2024, MVC step ups and gathering fee rates are to be set forth in an amendment to the EQT Global GGA. The step ups and rates would become effective as of July 1, 2024 in accordance with the terms of the EQT Global GGA. The amendment, which reflects the step ups and rates assumed by the Company for purposes of the EQT Global GGA, has been negotiated, but not yet executed, with EQT as of the filing of this Quarterly Report on Form 10-Q.

The Company has a negative basis difference between the carrying value of its equity method investment and its proportionate share of MVP's net assets, which are entirely attributable to fixed assets. The basis difference is accreted over the life of the fixed assets and reflected as income in equity income on the Company's statements of consolidated comprehensive income.

In June 2024, the MVP Joint Venture issued a capital call notice for the funding of the MVP project to MVP Holdco, LLC (MVP Holdco) for $73.9 million, which was paid in July 2024. The capital contributions payable and the corresponding increase to the investment balance are reflected on the consolidated balance sheet as of June 30, 2024.

Pursuant to the MVP Joint Venture's limited liability company agreement, MVP Holdco was obligated to provide performance assurances in respect of the MVP project through in-service, which could take the form of a guarantee from EQM (provided that EQM's debt is rated as investment grade in accordance with the requirements of the MVP Joint Venture's limited liability company agreement), a letter of credit or cash collateral, in favor of the MVP Joint Venture to provide assurance as to the funding of MVP Holdco's proportionate share of the construction budget for the MVP project through in-service. On June 28, 2024, following MVP in-service, the $104.7 million letter of credit with respect to the MVP project was terminated.

The Company's ownership interest in the MVP Joint Venture related to the MVP project is significant for the three and six months ended June 30, 2024 as defined by the SEC's Regulation S-X Rule 1-02(w). Accordingly, as required by Regulation S-X Rule 3-09, the following tables summarize the condensed financial statements of the MVP Joint Venture in relation to the MVP project.

Condensed Balance Sheets

	June 30, 2024		December 31, 2023
	(Unaudited)
	(Thousands)
Current assets	$	181,485	$	349,417
Non-current assets	9,430,433		8,480,539
Total assets	$	9,611,918	$	8,829,956
Current liabilities	$	218,689	$	371,508
Non-current liabilities	33		—
Total liabilities	218,722		371,508
Equity	9,393,196		8,458,448
Total liabilities and equity	$	9,611,918	$	8,829,956

Condensed Statements of Operations

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(Unaudited)
	(Thousands)
Operating revenues	$	3,723	$	—	$	3,723	$	—
Operating expenses	(10,822)		—		(10,856)		—
AFUDC - equity	27,171		34,822		129,750		34,822
AFUDC - debt	11,644		14,923		55,604		14,923
Other interest	1,900		305		5,170		562
Net income	$	33,616	$	50,050	$	183,391	$	50,307

MVP Southgate Project. In April 2018, the MVP Joint Venture announced the MVP Southgate project (MVP Southgate) as a contemplated interstate pipeline that was approved by the United States FERC and designed to extend approximately 75 miles from the MVP in Pittsylvania County, Virginia to new delivery points in Rockingham and Alamance Counties, North Carolina using 24-inch and 16-inch diameter pipe.

In late December 2023, following completion of its negotiations with each of Public Service Company of North Carolina, Inc. (PSNC) and Duke Energy Carolinas, LLC (Duke), the MVP Joint Venture entered into precedent agreements with each of PSNC and Duke. The precedent agreements contemplate an amended project (in lieu of the original project) and, among other things, describe certain conditions precedent to the parties' respective obligations regarding MVP Southgate. The amended project would extend approximately 31 miles from the terminus of the MVP in Pittsylvania County, Virginia to planned new delivery points in Rockingham County, North Carolina using 30-inch diameter pipe.

The Company is expected to operate the MVP Southgate pipeline and owned a 47.2% interest in the MVP Southgate project as of June 30, 2024. The targeted completion timing for the project is June 2028.

Pursuant to the MVP Joint Venture's limited liability company agreement, MVP Holdco is obligated to provide performance assurances in respect of MVP Southgate, which performance assurances may take the form of a guarantee from EQM (provided that EQM's debt is rated as investment grade in accordance with the requirements of the MVP Joint Venture's limited liability company agreement), a letter of credit or cash collateral. On April 6, 2023, EQM’s $14.2 million letter of credit with respect to the MVP Southgate project was terminated, following the determination to temporarily defer partners’ obligations to post performance assurances with respect to the MVP Southgate project, which may be reinstated upon further developments. Upon the FERC’s initial release to begin construction of the MVP Southgate project, the Company will be obligated to deliver an allowable form of performance assurance in an amount equal to 33% of MVP Holdco’s proportionate share of the remaining capital obligations under the applicable construction budget.

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Share-based Compensation Plans

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Share-based Compensation Plans

Share-based Compensation Plans

In December 2021, the Company granted a special, one-time, performance award program designed to reward all employees should the Company’s most complex and strategically significant project, the MVP project, be placed in-service, subject to continued service through the applicable payment date (the MVP PSU Program). The achievement of the MVP Joint Venture being authorized by the FERC to commence service on the MVP represented a performance condition as defined by ASC 718, Share-based Compensation. During the second quarter of 2024, the MVP Joint Venture was authorized by the FERC to commence service on the MVP. As such, the performance condition of the MVP PSU Program was achieved and the award vested and was paid in Company common stock on June 28, 2024. Certain shares of the MVP PSU Program remain outstanding and are subject to continued service through the first and second anniversaries of the in-service date.

In June 2023, the performance condition associated with the MVP PSU Program awards was deemed to be probable, and the Company recognized compensation cost of approximately $16.8 million that included the cumulative catch-up of approximately $14.1 million to reflect the requisite service period of each award that had been provided to date. As of June 30, 2024, there was approximately $1.7 million of unrecognized compensation cost related to non-vested MVP PSU Program awards that is expected to be recognized over a remaining weighted average vesting term of approximately 1.4 years.

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Debt

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Debt

Debt

Amended EQM Credit Facility. On February 15, 2024 (the Fifth Amendment Date), EQM entered into an amendment (the Fifth Amendment) to the Third Amended and Restated Credit Agreement, dated as of October 31, 2018 (as amended, supplemented or otherwise modified, the Amended EQM Credit Facility), among EQM, as borrower, Wells Fargo Bank, National Association, as the administrative agent, swing line lender and an L/C issuer, the lenders party thereto from time to time and any other persons party thereto from time to time. The Fifth Amendment, among other things, amended the financial covenant, such that the Consolidated Leverage Ratio (as defined in the Amended EQM Credit Facility) (i) as of March 31, 2024, could not exceed 6.00 to 1.00, (ii) as of June 30, 2024, could not exceed 6.25 to 1.00, (iii) as of September 30, 2024, cannot exceed 5.85 to 1.00 and (iv) as of the end of each fiscal quarter thereafter, cannot exceed 5.50 to 1.00. EQM has or, as applicable, will have aggregate commitments available under the Amended EQM Credit Facility of approximately $1.55 billion prior to April 30, 2025, and approximately $1.45 billion on and after April 30, 2025 and prior to April 30, 2026. For the avoidance of doubt, any reference to the Amended EQM Credit Facility as of any particular date shall mean the Amended EQM Credit Facility as in effect on such date.

As of June 30, 2024, EQM had $655 million of borrowings and approximately $1.0 million of letters of credit outstanding under the Amended EQM Credit Facility. As of December 31, 2023, EQM had $915 million of borrowings and approximately $105.8 million of letters of credit outstanding under the Amended EQM Credit Facility. Taking into account the maximum Consolidated Leverage Ratio applicable under the Amended EQM Credit Facility that, as of June 30, 2024, could not exceed 6.25 to 1.00, EQM had the ability to borrow approximately $0.5 billion under the Amended EQM Credit Facility as of June 30, 2024. The Company believes that its cash on hand, future cash generated from operations and future cash received from potential distributions from the MVP Joint Venture, including as a result of potential financing at the MVP Joint Venture, together with available borrowing capacity under its subsidiaries' credit facilities and its access to banking and capital markets, will provide adequate resources to fund its short-term and long-term capital, operating and financing needs.

During the three and six months ended June 30, 2024, the maximum outstanding borrowings at any time were approximately $655 million and $1,055 million, respectively, the average daily balances were approximately $545 million and $690 million, respectively, and the weighted average annual interest rate was approximately 8.3%. For the three and six months ended June 30, 2024, commitment fees of $1.2 million and $1.9 million, respectively, were paid to maintain credit availability under the Amended EQM Credit Facility. During the three and six months ended June 30, 2023, the maximum outstanding borrowings at any time were approximately $255 million and $315 million, respectively, the average daily balances were approximately $191 million and $225 million, respectively, and the weighted average annual interest rates were approximately 7.9% and 7.7%, respectively. For the three and six months ended June 30, 2023, commitment fees of $2.3 million and $4.4 million, respectively, were paid to maintain credit availability under the Amended EQM Credit Facility. As of June 30, 2024 and December 31, 2023, no term loans were outstanding under the Amended EQM Credit Facility.

The Amended EQM Facility contains negative covenants that, among other things, limit restricted payments, the incurrence of debt, dispositions, mergers and other fundamental changes, and transactions with affiliates, in each case and as applicable, subject to certain specified exceptions. In addition, the Amended EQM Credit Facility contains certain specified events of default such as insolvency, nonpayment of scheduled principal or interest obligations, change of control and cross-default related to the acceleration or default of certain other financial obligations.

Eureka Credit Facility. Eureka has a $400 million senior secured revolving credit facility with Sumitomo Mitsui Banking Corporation, as administrative agent, the lenders party thereto from time to time and any other persons party thereto from time to time (the 2021 Eureka Credit Facility) that matures in November 2025.

As of June 30, 2024, and December 31, 2023, Eureka had $330 million and $315 million, respectively, of borrowings outstanding under the 2021 Eureka Credit Facility. For the three and six months ended June 30, 2024, the maximum amount of outstanding borrowings under the 2021 Eureka Credit Facility at any time were approximately $330 million, the average daily balances were approximately $330 million and $326 million, respectively, and Eureka incurred interest at a weighted average annual interest rate of approximately 8.3%. For the three and six months ended June 30, 2024, commitment fees of $0.1 million and $0.2 million, respectively, were paid to maintain credit availability under the 2021 Eureka Credit Facility. For the three and six months ended June 30, 2023, the maximum amount of outstanding borrowings under the 2021 Eureka Credit Facility at any time were approximately $315 million, the average daily balances were approximately $309 million and $303 million, respectively, and Eureka incurred interest at weighted average annual interest rates of approximately 7.7% and 7.4%, respectively. For the three and six months ended June 30, 2023, commitment fees of $0.1 million and $0.2 million, respectively, were paid to maintain credit availability under the 2021 Eureka Credit Facility.

The 2021 Eureka Credit Facility contains negative covenants that, among other things, limit restricted payments, the incurrence of debt, dispositions, mergers and other fundamental changes, and transactions with affiliates, in each case and as applicable, subject to certain specified exceptions. In addition, the 2021 Eureka Credit Facility contains certain specified events of default

such as insolvency, nonpayment of scheduled principal or interest obligations, loss and failure to replace certain material contracts, change of control and cross-default related to the acceleration or default of certain other financial obligations.

2024 Senior Notes. On February 26, 2024, EQM completed a private offering of $600 million in aggregate principal amount of new 6.375% senior notes due 2029 (the 2024 Senior Notes) and received net proceeds from the offering of approximately $590.6 million inclusive of a discount of approximately $7.5 million and debt issuance costs of approximately $1.9 million. EQM used the net proceeds from the 2024 Senior Notes offering to repay certain outstanding indebtedness, including borrowings under the Amended EQM Credit Facility, and for general partnership purposes.

The 2024 Senior Notes were issued under and are governed by an indenture, dated February 26, 2024 (the 2024 Indenture), between EQM and U.S. Bank Trust Company, National Association, as trustee (the Trustee). The 2024 Indenture contains 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. The 2024 Senior Notes will mature on April 1, 2029 and interest on the 2024 Senior Notes is payable semi-annually in arrears on April 1 and October 1 of each year, commencing on October 1, 2024.

The 2024 Senior Notes are unsecured and rank equally in right of payment with all of EQM’s existing and future senior indebtedness. The 2024 Senior Notes are senior in right of payment to any of EQM’s future indebtedness that are, by their terms, expressly subordinated in right of payment to the 2024 Senior Notes. The 2024 Senior Notes are effectively subordinated to EQM’s future secured indebtedness, if any, to the extent of the value of the assets securing such indebtedness, and structurally subordinated to all existing and future obligations, including trade payables, of EQM’s subsidiaries, other than any subsidiaries that may guarantee the Notes in the future.

EQM may, at its option, redeem some or all of the 2024 Senior Notes, in whole or in part, at any time prior to their maturity at the applicable redemption price as set forth in the Indenture.

Upon the occurrence of a Change of Control Triggering Event (as defined in the 2024 Indenture), EQM may be required to offer to purchase the 2024 Senior Notes at a purchase price equal to 101% of the aggregate principal amount of the 2024 Senior Notes repurchased, plus accrued and unpaid interest, if any, on the 2024 Senior Notes repurchased, to, but excluding, the date of settlement, subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of settlement.

The 2024 Indenture contains certain events of default (each an Event of Default), including the following: (1) default in the payment of interest on such 2024 Senior Notes when due that continues for 30 days; (2) default in the payment of principal of or premium, if any, on any such 2024 Senior Notes when due, whether at its stated maturity, upon redemption or otherwise; (3) failure by EQM or any subsidiary guarantor, if any, to comply for 90 days with the other agreements with respect to such 2024 Senior Notes contained in the 2024 Indenture after written notice by the Trustee or by the holders of at least 25% in principal amount of the outstanding 2024 Senior Notes; (4) certain events of bankruptcy, insolvency or reorganization of EQM or any subsidiary guarantor, if any, that is one of EQM’s Significant Subsidiaries (as defined in the 2024 Indenture); and (5) if such 2024 Senior Notes are guaranteed by a subsidiary guarantor that is one of EQM’s Significant Subsidiaries, (a) the guarantee of that subsidiary guarantor ceases to be in full force and effect, except as otherwise provided in the 2024 Indenture; (b) the guarantee of that subsidiary guarantor is declared null and void in a judicial proceeding; or (c) such subsidiary guarantor denies or disaffirms its obligations under the 2024 Indenture or its guarantee.

If an Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the outstanding 2024 Senior Notes may declare the principal of and all accrued and unpaid interest on such 2024 Senior Notes to be immediately due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization occurs, the principal of and interest on the 2024 Senior Notes will become immediately due and payable without any action on the part of the Trustee or any holders of the 2024 Senior Notes.

2023 Senior Notes Redemption. On June 21, 2023 (the Redemption Date), EQM redeemed in full its remaining outstanding 4.75% Senior Notes due 2023 (the 2023 Notes) in the aggregate principal amount of $98.9 million, pursuant to the Indenture, dated as of August 1, 2014, by and between EQM, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A. (BNYMTC), as trustee, as supplemented by that certain Third Supplemental Indenture, dated as of June 25, 2018, by and between the EQM and BNYMTC, at a redemption price equal to 100% of the principal amount of the 2023 Notes, plus accrued and unpaid interest to, but not including, the Redemption Date. Upon the redemption by EQM of the 2023 Notes, the Third Supplemental Indenture was discharged and ceased to be of further effect except as to rights thereunder. EQM utilized cash on hand to effect payment of the redemption on the Redemption Date.

As of June 30, 2024, EQM and Eureka were in compliance with all debt provisions and covenants.

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Fair Value Measurements

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Assets Measured at Fair Value on a Recurring Basis. The Company records derivative instruments at fair value on a gross basis in its consolidated balance sheets. The Company, EQT and certain affiliates of EQT have a Gas Gathering and Compression Agreement dated February 26, 2020 (as amended, the "EQT Global GGA") which provides, among other things, for potential cash bonus payments payable by EQT to the Company during the period that began on July 1, 2024 through the calendar quarter ending December 31, 2024 (the Henry Hub cash bonus payment provision). The potential cash bonus payments are conditioned upon the quarterly average of certain Henry Hub natural gas prices exceeding certain price thresholds. The Henry Hub cash bonus payment provision is accounted for as a derivative instrument and recorded at its estimated fair value using a Monte Carlo simulation model. Significant inputs used in the fair value measurement include NYMEX Henry Hub natural gas futures prices as of the date of valuation, probability-weighted assumptions regarding MVP project completion (prior to in-service), the actual MVP in-service date, risk-free interest rates based on U.S. Treasury rates, expected volatility of NYMEX Henry Hub natural gas futures prices and an estimated credit spread of EQT. The probability-weighted assumptions regarding MVP project completion utilizing internally developed methodologies (prior to in-service), and the expected volatility of NYMEX Henry Hub natural gas futures prices, used in the valuation methodology represent significant unobservable inputs causing the Henry Hub cash bonus payment provision to be designated as a Level 3 fair value measurement. An expected average volatility of approximately 55.0% was utilized in the valuation model, which is based on market-quoted volatilities of relevant NYMEX Henry Hub natural gas forward prices.

As of June 30, 2024 and December 31, 2023, the fair values of the Henry Hub cash bonus payment provision were $23.0 million and $24.5 million, respectively, which were recorded in other current assets on the Company's consolidated balance sheets. During the three and six months ended June 30, 2024, the Company recognized a gain of $3.2 million and a loss of $1.5 million, respectively, and during the three and six months ended June 30, 2023 the Company recognized gains of $19.4 million and $10.9 million, respectively, representing the change in estimated fair value of the derivative instrument during the respective periods and are recorded in other income (expense), net on the Company's statements of consolidated comprehensive income.

Other Financial Instruments. The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short maturity of the instruments. The carrying values of borrowings under the Amended EQM Credit Facility and the 2021 Eureka Credit Facility approximate fair value as the interest rates are based on prevailing market rates. As EQM's borrowings under its 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 June 30, 2024 and December 31, 2023, the estimated fair values of EQM's senior notes were approximately $6,916.8 million and $6,334.3 million, respectively, and the carrying values of EQM's senior notes were approximately $6,943.2 million and $6,346.4 million, respectively. The fair value of the preferred interest that the Company has in EQT Energy Supply, LLC (EES), a subsidiary of EQT (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 June 30, 2024, and December 31, 2023, the estimated fair values of the Preferred Interest were approximately $86.3 million and $90.7 million, respectively, and the carrying values of the Preferred Interest were approximately $85.4 million and $88.5 million, respectively.

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Earnings Per Share

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

The Company excluded 30,059 and 30,111 (in thousands) of weighted average anti-dilutive securities related to the Equitrans Midstream Preferred Shares and stock-based compensation awards from the computation of diluted weighted average common shares outstanding for the three and six months ended June 30, 2024. The Company excluded 31,125 and 32,506 (in thousands) of weighted average anti-dilutive securities related to the Equitrans Midstream Preferred Shares and stock-based compensation awards from the computation of diluted weighted average common shares outstanding for the three and six months ended June 30, 2023.

The Company grants Equitrans Midstream phantom units to non-employee directors that will be paid in Equitrans Midstream common stock upon the director's termination of service from the Company's Board of Directors. As there are no remaining service, performance or market conditions related to these awards, 901 and 871 (in thousands) Equitrans Midstream phantom units were included in the computation of basic and diluted weighted average common shares outstanding for the three and six months ended June 30, 2024, respectively and 745 and 674 (in thousands) Equitrans Midstream phantom units were included in the computation of basic and diluted weighted average common shares outstanding for the three and six months ended June 30, 2023, respectively.

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Income Taxes

6 Months Ended

Jun. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The Company's effective tax rate was 9.0% for the three months ended June 30, 2024 compared to 0.7% for the three months ended June 30, 2023. The Company's effective tax rate was 12.6% for the six months ended June 30, 2024 compared to (1.9)% for the six months ended June 30, 2023. The Company calculates the provision for income taxes for interim periods by applying an estimate of the annual effective tax rate for the full fiscal year to "ordinary" income or loss (income (loss) before income taxes excluding unusual or infrequently occurring items) for the periods. The effective tax rate was higher for the three and six months ended June 30, 2024 compared to the three and six months ended June 30, 2023 primarily due to the impact of changes in the valuation allowance that limit tax benefits for the Company's federal and state deferred tax assets and the impact of projected AFUDC - equity from the MVP project. The effective tax rate for the three and six months ended June 30, 2024 and for the three and six months ended June 30, 2023 was lower than the statutory rate primarily due to the impact of changes in valuation allowances that limit tax benefits for the Company’s federal and state deferred tax assets and the impact of projected AFUDC – equity from the MVP project.

For the six months ended June 30, 2024, the Company believes that it is more likely than not that a portion of the benefit from the deferred tax assets related to interest disallowance carryforward under Internal Revenue Code Section 163(j) will not be realized and accordingly, the Company maintains a valuation allowance. For the six months ended June 30, 2024, the Company recorded approximately $20.2 million in income tax benefit related to changes in valuation allowances because of increases in federal and state deferred tax liabilities that are expected to be realized against net operating losses and a portion of the interest disallowance carryforward. As of June 30, 2024 and December 31, 2023, the valuation allowances related to federal and state deferred tax assets were approximately $36.6 million and $56.8 million, respectively.

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Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss) Attributable to Parent	$ 70,389	$ 67,245	$ 179,388	$ 168,927

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Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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Financial Statements (Policies)

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation. References in these financial statements to Equitrans Midstream or the Company refer collectively to Equitrans Midstream Corporation and its consolidated subsidiaries for all periods presented, unless otherwise indicated.

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (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 unaudited consolidated financial statements include all adjustments (consisting of only normal, recurring adjustments, unless otherwise disclosed in this Quarterly Report on Form 10-Q) necessary for a fair presentation of the financial position of the Company as of June 30, 2024, the results of its operations, and equity for the three and six months ended June 30, 2024 and 2023 and its cash flows for the six months ended June 30, 2024 and 2023. The consolidated balance sheet at December 31, 2023 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. This Quarterly Report on Form 10-Q should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2023, which includes all disclosures required by GAAP.

Due to, among other things, the seasonal nature of the Company's utility customer contracts, as well as producers’ well completion activities and varying needs for fresh and produced water (which are primarily driven by horizontal lateral lengths and the number of completion stages per well), the interim statements for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

For further information, refer to the Company's consolidated financial statements and related notes in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, as well as Part I, "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" contained herein.

Recently Issued Accounting Standards

Recently Issued Accounting Standards.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which provides improvements to reportable segment disclosures and is intended to enhance the disclosures regarding significant segment expenses. The guidance is applicable to all public entities that are required to report segment information in accordance with Topic 280 and is to be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the potential impact of adopting this standard on its financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes: Improvements to Income Tax Disclosures, which provides improvements to income tax disclosures and is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The guidance is applicable to all public entities required to report income taxes in accordance with ASC 740 and should be applied prospectively, but retrospective application is permitted. The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation, information on income taxes paid, and various other disclosure changes. The Company is currently evaluating the potential impact of adopting this standard on its financial statements and related disclosures.

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Financial Information by Business Segment (Tables)

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

Schedule of Revenue from External Customers and Operating Income and Reconciliation to Net Income

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(Thousands)
Revenues from customers:
Gathering (a)	$	230,006	$	210,194	$	454,646	$	420,946
Transmission (a)	104,584		92,540		221,478		231,446
Water	27,005		15,735		49,745		42,414
Total operating revenues	$	361,595	$	318,469	$	725,869	$	694,806
Operating income:
Gathering	$	110,689	$	81,020	$	215,748	$	185,314
Transmission	59,514		48,451		136,596		147,373
Water	8,686		530		13,674		12,903
Headquarters (b)	(2,357)		(467)		(8,330)		(812)
Total operating income	$	176,532	$	129,534	$	357,688	$	344,778
Reconciliation of operating income to net income:
Equity income (c)	$	18,814	$	23,686	$	91,819	$	23,808
Other income (expense), net (d)	3,602		19,809		(374)		11,707
Net interest expense	(120,129)		(103,644)		(239,025)		(208,601)
Income tax expense (benefit)	7,105		465		26,505		(3,319)
Net income	$	71,714	$	68,920	$	183,603	$	175,011

(a)For the six months ended June 30, 2023, volumetric-based fee revenues associated with Gathering and Transmission included one-time contract buyouts by a customer for approximately $5.0 million and $23.8 million, respectively.

(b)Includes transaction costs and other certain unallocated corporate expenses.

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

(d)Includes unrealized gains (losses) on derivative instruments recorded in the Gathering segment.

Schedule of Segment Assets

	June 30, 2024		December 31, 2023
	(Thousands)
Segment assets:
Gathering	$	7,575,061	$	7,612,820
Transmission (a)	3,918,128		3,369,718
Water	236,853		217,225
Total operating segments	11,730,042		11,199,763
Headquarters, including cash	390,431		509,663
Total assets	$	12,120,473	$	11,709,426

(a)The equity method 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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(Thousands)
Depreciation:
Gathering	$	50,850	$	49,387	$	101,002	$	98,736
Transmission	15,123		13,904		29,506		27,792
Water	7,111		6,511		14,145		12,374
Headquarters	104		229		207		533
Total	$	73,188	$	70,031	$	144,860	$	139,435
Capital expenditures:
Gathering (a)	$	65,996	$	71,893	$	120,252	$	131,606
Transmission (b)	16,431		14,375		34,135		23,564
Water	4,987		11,148		15,034		22,224
Total (c)	$	87,414	$	97,416	$	169,421	$	177,394

(a)Includes capital expenditures related to the noncontrolling interest in Eureka Midstream Holdings, LLC (Eureka Midstream) of approximately $5.0 million and $10.0 million for the three and six months ended June 30, 2024, respectively, and $5.0 million and $8.2 million for the three and six months ended June 30, 2023, respectively.

(b)Transmission capital expenditures do not include aggregate capital contributions made to the MVP Joint Venture of approximately $135.4 million and $558.3 million for the three and six months ended June 30, 2024, respectively, and $36.0 million and $70.5 million for the three and six months ended June 30, 2023, respectively.

(c)The Company accrues capital expenditures when the work has been completed but the associated bills have not yet been paid. Accrued capital expenditures are excluded from the statements of consolidated cash flows until they are paid. The net impact of non-cash capital expenditures, including the effect of accrued capital expenditures, transfers to/from inventory as assets are completed/assigned to a project and capitalized share-based compensation costs, was $(0.3) million and $2.6 million for the three and six months ended June 30, 2024, respectively, and $(1.1) million and $(5.5) million for the three and six months ended June 30, 2023, respectively.

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Revenue from Contracts with Customers (Tables)

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregated Revenue Information, By Segment

The tables below provide disaggregated revenue information by business segment.

	Three Months Ended June 30, 2024
	Gathering		Transmission		Water		Total
	(Thousands)
Firm reservation fee revenues (a)	$	147,498	$	86,688	$	12,110	$	246,296
Volumetric-based fee revenues	82,508		17,896		14,895		115,299
Total operating revenues	$	230,006	$	104,584	$	27,005	$	361,595
	Three Months Ended June 30, 2023
	Gathering		Transmission		Water		Total
	(Thousands)
Firm reservation fee revenues (a)	$	141,737	$	82,247	$	9,389	$	233,373
Volumetric-based fee revenues	68,457		10,293		6,346		85,096
Total operating revenues	$	210,194	$	92,540	$	15,735	$	318,469
	Six Months Ended June 30, 2024
	Gathering		Transmission		Water		Total
	(Thousands)
Firm reservation fee revenues (a)	$	283,174	$	187,011	$	21,485	$	491,670
Volumetric-based fee revenues	171,472		34,467		28,260		234,199
Total operating revenues	$	454,646	$	221,478	$	49,745	$	725,869
	Six Months Ended June 30, 2023
	Gathering		Transmission		Water		Total
	(Thousands)
Firm reservation fee revenues (a)	$	281,808	$	183,969	$	18,764	$	484,541
Volumetric-based fee revenues (b)	139,138		47,477		23,650		210,265
Total operating revenues	$	420,946	$	231,446	$	42,414	$	694,806

(a) Firm reservation fee revenues associated with Gathering included MVC unbilled revenues of approximately $3.2 million and $9.1 million for the three and six months ended June 30, 2024, respectively, and $2.4 million and $5.7 million for the three and six months ended June 30, 2023, respectively.

(b)    For the six months ended June 30, 2023, volumetric-based fee revenues associated with Gathering and Transmission included one-time contract buyouts by a customer for approximately $5.0 million and $23.8 million, respectively.

Schedule of Contract with Customer, Asset and Liability

The following table presents changes in the Company's contract assets balance:

	Six Months Ended June 30,
	2024		2023
	(Thousands)
Balance as of beginning of period	$	11,123	$	27,493
Revenue recognized in excess of amounts invoiced (a)	10,851		5,680
Minimum volume commitments invoiced (b)	(7,833)		(23,558)
Amortization (c)	(379)		(329)
Balance as of end of period	$	13,762	$	9,286

(a)Includes revenues associated with MVCs that are included in revenues within the Gathering and Water segments.

(b)Unbilled revenues are transferred to accounts receivable once the Company has an unconditional right to consideration from the customer.

(c)Amortization of capitalized contract costs paid to customers over the expected life of the agreement.

The following table presents changes in the Company's contract liability balances:

	Six Months Ended June 30,
	2024		2023
	(Thousands)
Balance as of beginning of period	$	1,301,100	$	973,087
Amounts recorded during the period (a)	123,686		165,011
Change in estimated variable consideration (b)	(1,833)		(3,392)
Amounts transferred during the period (c)	(3,833)		(3,835)
Balance as of end of period	$	1,419,120	$	1,130,871

(a)Includes deferred billed revenue during the six months ended June 30, 2024 and 2023 primarily associated with the EQT Global GGA.

(b)For the six months ended June 30, 2024 and 2023, the change in estimated variable consideration represents the decrease in total deferred revenue due to changes in MVP in-service timing assumptions.

(c)Deferred revenues are recognized as revenue upon satisfaction of the Company's performance obligation to the customer.

Schedule of Remaining Performance Obligations

The following table summarizes the estimated transaction price allocated to the Company's remaining performance obligations under all contracts with firm reservation fees, MVCs and/or ARCs as of June 30, 2024 that the Company will invoice or transfer from contract liabilities and recognize in future periods.

		2024(a)		2025		2026		2027		2028		Thereafter		Total
	(Thousands)
Gathering firm reservation fees		$	96,368	$	183,454	$	173,167	$	166,356	$	162,664	$	1,651,185	$	2,433,194
Gathering revenues supported by MVCs		224,091		454,590		486,931		491,273		488,641		2,703,274		4,848,800
Transmission firm reservation fees		201,758		404,480		402,319		399,878		397,197		2,774,442		4,580,074
Water revenues supported by ARCs/MVCs		24,221		48,441		45,159		44,065		45,706		120,938		328,530
Total		$	546,438	$	1,090,965	$	1,107,576	$	1,101,572	$	1,094,208	$	7,249,839	$	12,190,598

(a)    July 1, 2024 through December 31, 2024.

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Investments in Unconsolidated Entity (Tables)

6 Months Ended

Jun. 30, 2024

Equity Method Investments and Joint Ventures [Abstract]

Schedule of Unaudited Condensed Financial Statements for the Investment in Unconsolidated Equity

Condensed Balance Sheets

	June 30, 2024		December 31, 2023
	(Unaudited)
	(Thousands)
Current assets	$	181,485	$	349,417
Non-current assets	9,430,433		8,480,539
Total assets	$	9,611,918	$	8,829,956
Current liabilities	$	218,689	$	371,508
Non-current liabilities	33		—
Total liabilities	218,722		371,508
Equity	9,393,196		8,458,448
Total liabilities and equity	$	9,611,918	$	8,829,956

Condensed Statements of Operations

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(Unaudited)
	(Thousands)
Operating revenues	$	3,723	$	—	$	3,723	$	—
Operating expenses	(10,822)		—		(10,856)		—
AFUDC - equity	27,171		34,822		129,750		34,822
AFUDC - debt	11,644		14,923		55,604		14,923
Other interest	1,900		305		5,170		562
Net income	$	33,616	$	50,050	$	183,391	$	50,307

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Financial Statements (Details)	Jun. 30, 2024 primaryAsset
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of primary assets through which services are provided	3

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Proposed EQT Transaction (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Mar. 10, 2024
Business Acquisition
Transaction costs	$ 2,011	$ 0	$ 7,695	$ 0
EQT Merger
Business Acquisition
Common stock conversion ratio					35.04%
Transaction costs	$ 2,000		$ 7,700

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Financial Information by Business Segment - Narrative (Details)	6 Months Ended
	Jun. 30, 2024 lineOfBusiness segment
Segment Reporting [Abstract]
Number of operating segments | segment	3
Number of lines of business | lineOfBusiness	3

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Financial Information by Business Segment - Schedule of Segment Income (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024		Jun. 30, 2023
Revenues from customers:
Total operating revenues		$ 361,595	$ 318,469	$ 725,869		$ 694,806
Operating income:
Total operating income		176,532	129,534	357,688		344,778
Reconciliation of operating income to net income:
Equity income	[1]	18,814	23,686	91,819	[2]	23,808	[2]
Other income (expense), net		3,602	19,809	(374)		11,707
Net interest expense		(120,129)	(103,644)	(239,025)		(208,601)
Income tax expense (benefit)		7,105	465	26,505		(3,319)
Net income		71,714	68,920	183,603		175,011
Gathering
Revenues from customers:
Total operating revenues		230,006	210,194	454,646		420,946
Gathering | Contract Buyouts
Revenues from customers:
Total operating revenues						5,000
Transmission
Revenues from customers:
Total operating revenues		104,584	92,540	221,478		231,446
Transmission | Contract Buyouts
Revenues from customers:
Total operating revenues						23,800
Water
Revenues from customers:
Total operating revenues		27,005	15,735	49,745		42,414
Operating Segments | Gathering
Revenues from customers:
Total operating revenues		230,006	210,194
Operating income:
Total operating income		110,689	81,020	215,748		185,314
Operating Segments | Transmission
Revenues from customers:
Total operating revenues		104,584	92,540
Operating income:
Total operating income		59,514	48,451	136,596		147,373
Operating Segments | Water
Revenues from customers:
Total operating revenues		27,005	15,735
Operating income:
Total operating income		8,686	530	13,674		12,903
Headquarters
Operating income:
Total operating income		$ (2,357)	$ (467)	$ (8,330)		$ (812)

[1] Represents equity income from Mountain Valley Pipeline, LLC (the MVP Joint Venture). See Note 5.

[2] Represents equity income from the MVP Joint Venture. See Note 5.

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Financial Information by Business Segment - Schedule of Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Long-Lived Assets
Total assets	$ 12,120,473	$ 11,709,426
Operating Segments
Long-Lived Assets
Total assets	11,730,042	11,199,763
Operating Segments | Gathering
Long-Lived Assets
Total assets	7,575,061	7,612,820
Operating Segments | Transmission
Long-Lived Assets
Total assets	3,918,128	3,369,718
Operating Segments | Water
Long-Lived Assets
Total assets	236,853	217,225
Headquarters
Long-Lived Assets
Total assets	$ 390,431	$ 509,663

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Financial Information by Business Segment - Schedule of Depreciation and Capital Expenditures for Segment Assets (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Segment Information
Depreciation	$ 73,188	$ 70,031	$ 144,860	$ 139,435
Capital expenditures	87,414	97,416	169,421	177,394
Capitalized share-based compensation cost	(300)	(1,100)	2,600	(5,500)
Operating Segments | Gathering
Segment Information
Depreciation	50,850	49,387	101,002	98,736
Capital expenditures	65,996	71,893	120,252	131,606
Operating Segments | Gathering | Eureka Midstream Holdings, LLC
Segment Information
Capital expenditures	5,000	5,000	10,000	8,200
Operating Segments | Transmission
Segment Information
Depreciation	15,123	13,904	29,506	27,792
Capital expenditures	16,431	14,375	34,135	23,564
Operating Segments | Transmission | MVP Southgate Project
Segment Information
Capital expenditures	135,400	36,000	558,300	70,500
Operating Segments | Water
Segment Information
Depreciation	7,111	6,511	14,145	12,374
Capital expenditures	4,987	11,148	15,034	22,224
Headquarters
Segment Information
Depreciation	$ 104	$ 229	$ 207	$ 533

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Revenue from Contracts with Customers - Schedule of Disaggregated Revenue Information, by Business Segment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue
Total operating revenues	$ 361,595	$ 318,469	$ 725,869	$ 694,806
Gathering
Disaggregation of Revenue
Total operating revenues	230,006	210,194	454,646	420,946
Gathering | Contract Buyouts
Disaggregation of Revenue
Total operating revenues				5,000
Transmission
Disaggregation of Revenue
Total operating revenues	104,584	92,540	221,478	231,446
Transmission | Contract Buyouts
Disaggregation of Revenue
Total operating revenues				23,800
Water
Disaggregation of Revenue
Total operating revenues	27,005	15,735	49,745	42,414
Firm reservation fee revenues
Disaggregation of Revenue
Total operating revenues	246,296	233,373	491,670	484,541
Firm reservation fee revenues | Gathering
Disaggregation of Revenue
Total operating revenues	147,498	141,737	283,174	281,808
Firm reservation fee revenues | Gathering | MVC
Disaggregation of Revenue
Total operating revenues	3,200	2,400	9,100	5,700
Firm reservation fee revenues | Transmission
Disaggregation of Revenue
Total operating revenues	86,688	82,247	187,011	183,969
Firm reservation fee revenues | Water
Disaggregation of Revenue
Total operating revenues	12,110	9,389	21,485	18,764
Volumetric-based fee revenues
Disaggregation of Revenue
Total operating revenues	115,299	85,096	234,199	210,265
Volumetric-based fee revenues | Gathering
Disaggregation of Revenue
Total operating revenues	82,508	68,457	171,472	139,138
Volumetric-based fee revenues | Transmission
Disaggregation of Revenue
Total operating revenues	17,896	10,293	34,467	47,477
Volumetric-based fee revenues | Water
Disaggregation of Revenue
Total operating revenues	$ 14,895	$ 6,346	$ 28,260	$ 23,650

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Revenue from Contracts with Customers - Schedule of Unbilled Revenue Rollforward (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Movement in Deferred Revenue [Roll Forward]
Balance as of beginning of period	$ 11,123	$ 27,493
Revenue recognized in excess of amounts invoiced	10,851	5,680
Minimum volume commitments invoiced	(7,833)	(23,558)
Amortization	(379)	(329)
Balance as of end of period	$ 13,762	$ 9,286

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Revenue from Contracts with Customers - Schedule of Deferred Revenue Rollforward (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Change in Contract with Customer, Liability
Balance as of beginning of period	$ 1,301,100	$ 973,087
Amounts recorded during the period	123,686	165,011
Change in estimated variable consideration	(1,833)	(3,392)
Amounts transferred during the period	(3,833)	(3,835)
Balance as of end of period	$ 1,419,120	$ 1,130,871

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Revenue from Contracts with Customers - Schedule of Remaining Performance Obligations (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Total	$ 12,190,598
Transmission firm reservation fees
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Total	4,580,074
Water revenues supported by ARCs/MVCs
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Total	328,530
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Total	546,438
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | Transmission firm reservation fees
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Total	$ 201,758
Remaining performance obligations, expected timing	6 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | Water revenues supported by ARCs/MVCs
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Total	$ 24,221
Remaining performance obligations, expected timing	6 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Total	$ 1,090,965
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Transmission firm reservation fees
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Total	$ 404,480
Remaining performance obligations, expected timing	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Water revenues supported by ARCs/MVCs
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Total	$ 48,441
Remaining performance obligations, expected timing	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Total	$ 1,107,576
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | Transmission firm reservation fees
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Total	$ 402,319
Remaining performance obligations, expected timing	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | Water revenues supported by ARCs/MVCs
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Total	$ 45,159
Remaining performance obligations, expected timing	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Total	$ 1,101,572
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | Transmission firm reservation fees
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Total	$ 399,878
Remaining performance obligations, expected timing	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | Water revenues supported by ARCs/MVCs
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Total	$ 44,065
Remaining performance obligations, expected timing	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Total	$ 1,094,208
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | Transmission firm reservation fees
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Total	$ 397,197
Remaining performance obligations, expected timing	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | Water revenues supported by ARCs/MVCs
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Total	$ 45,706
Remaining performance obligations, expected timing	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Total	$ 7,249,839
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01 | Transmission firm reservation fees
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Total	$ 2,774,442
Remaining performance obligations, expected timing
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01 | Water revenues supported by ARCs/MVCs
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Total	$ 120,938
Remaining performance obligations, expected timing
Gathering firm reservation fees | Gathering
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Total	$ 2,433,194
Gathering firm reservation fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | Gathering
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Total	$ 96,368
Remaining performance obligations, expected timing	6 months
Gathering firm reservation fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Gathering
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Total	$ 183,454
Remaining performance obligations, expected timing	1 year
Gathering firm reservation fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | Gathering
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Total	$ 173,167
Remaining performance obligations, expected timing	1 year
Gathering firm reservation fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | Gathering
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Total	$ 166,356
Remaining performance obligations, expected timing	1 year
Gathering firm reservation fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | Gathering
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Total	$ 162,664
Remaining performance obligations, expected timing	1 year
Gathering firm reservation fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01 | Gathering
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Total	$ 1,651,185
Remaining performance obligations, expected timing
Gathering revenues supported by MVCs | Gathering
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Total	$ 4,848,800
Gathering revenues supported by MVCs | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | Gathering
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Total	$ 224,091
Remaining performance obligations, expected timing	6 months
Gathering revenues supported by MVCs | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Gathering
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Total	$ 454,590
Remaining performance obligations, expected timing	1 year
Gathering revenues supported by MVCs | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | Gathering
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Total	$ 486,931
Remaining performance obligations, expected timing	1 year
Gathering revenues supported by MVCs | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | Gathering
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Total	$ 491,273
Remaining performance obligations, expected timing	1 year
Gathering revenues supported by MVCs | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | Gathering
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Total	$ 488,641
Remaining performance obligations, expected timing	1 year
Gathering revenues supported by MVCs | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01 | Gathering
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Total	$ 2,703,274
Remaining performance obligations, expected timing

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Revenue from Contracts with Customers - Narrative (Details)	6 Months Ended
	Jun. 30, 2024
Gathering
Disaggregation of Revenue
Weighted average remaining term (in years)	13 years
Transmission firm reservation fees
Disaggregation of Revenue
Weighted average remaining term (in years)	11 years

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Investments in Unconsolidated Entity - Narrative (Details) $ in Millions		1 Months Ended
	Jul. 01, 2024 USD ($)	Jun. 30, 2024 USD ($) mi	Jun. 28, 2024 USD ($)	Dec. 31, 2023 mi	Apr. 06, 2023 USD ($)	Apr. 30, 2018 mi
MVP Project | Con Edison | Maximum | Subsequent Event
Schedule of Equity Method Investments
Project target cost	$ 7,900.0
MVP Southgate Project
Schedule of Equity Method Investments
Length of pipeline | mi				31
Gas and oil, length of natural gas pipeline | mi						75
Variable Interest Entity, Not Primary Beneficiary | MVP Joint Venture
Schedule of Equity Method Investments
Capital contribution payable to MVP Joint Venture		$ 73.9
Variable Interest Entity, Not Primary Beneficiary | MVP Joint Venture | EQM Midstream Partners, LP
Schedule of Equity Method Investments
Ownership interest (as a percent)		49.00%
Variable Interest Entity, Not Primary Beneficiary | MVP Joint Venture | EQM Midstream Partners, LP | Subsequent Event
Schedule of Equity Method Investments
Ownership interest (as a percent)	49.20%
Variable Interest Entity, Not Primary Beneficiary | MVP Project
Schedule of Equity Method Investments
Letter of credit outstanding			$ 104.7
Variable Interest Entity, Not Primary Beneficiary | MVP Southgate Project
Schedule of Equity Method Investments
Ownership interest (as a percent)		47.20%
Letter of credit outstanding					$ 14.2
Variable Interest Entity, Not Primary Beneficiary | MVP
Schedule of Equity Method Investments
Length of pipeline | mi		303
Issuance of performance guarantee, remaining capital obligation (as a percent)		33.00%

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Investments in Unconsolidated Entity - Balance Sheet for the Investment in Unconsolidated Equity (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Condensed Balance Sheets
Current assets	$ 450,970		$ 595,497
Total assets	12,120,473		11,709,426
Current liabilities	662,336		782,866
Total liabilities	9,917,142		9,521,309
Equity	1,515,601	$ 1,534,325	1,506,275	$ 1,417,958	$ 1,420,018	$ 1,398,604
Total liabilities, mezzanine equity and shareholders' equity	12,120,473		11,709,426
Variable Interest Entity, Not Primary Beneficiary | Equity Method Investment, Nonconsolidated Investee or Group of Investees
Condensed Balance Sheets
Current assets	181,485		349,417
Non-current assets	9,430,433		8,480,539
Total assets	9,611,918		8,829,956
Current liabilities	218,689		371,508
Non-current liabilities	33		0
Total liabilities	218,722		371,508
Equity	9,393,196		8,458,448
Total liabilities, mezzanine equity and shareholders' equity	$ 9,611,918		$ 8,829,956

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Investments in Unconsolidated Entity - Income Statement for the Investment in Unconsolidated Equity (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Schedule of Equity Method Investments
Operating revenues	$ 361,595	$ 318,469	$ 725,869	$ 694,806
Operating expenses	(185,063)	(188,935)	(368,181)	(350,028)
Net income	71,714	68,920	183,603	175,011
Variable Interest Entity, Not Primary Beneficiary | Equity Method Investment, Nonconsolidated Investee or Group of Investees
Schedule of Equity Method Investments
Operating revenues	3,723	0	3,723	0
Operating expenses	(10,822)	0	(10,856)	0
AFUDC - equity	27,171	34,822	129,750	34,822
AFUDC - debt	11,644	14,923	55,604	14,923
Other interest	1,900	305	5,170	562
Net income	$ 33,616	$ 50,050	$ 183,391	$ 50,307

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Share-based Compensation Plans - Narrative (Details) - MVP Performance Share Unit Program Awards - USD ($) $ in Millions	1 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Recognized compensation cost	$ 16.8
Recognized compensation cost cumulative catch-up	$ 14.1
Unrecognized compensation cost		$ 1.7
Weighted average vesting term (in years)		1 year 4 months 24 days

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Debt - Amended Credit Facility (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Feb. 15, 2024 USD ($)	Dec. 31, 2023 USD ($)
Debt Instrument
Revolving credit facility borrowings	$ 985,000,000		$ 985,000,000			$ 1,230,000,000
EQM Credit Facility | EQM Midstream Partners, LP | Revolving Credit Facility
Debt Instrument
Borrowings outstanding	655,000,000		655,000,000		$ 1,450,000,000	915,000,000
Revolving credit facility borrowings	1,000,000		1,000,000			$ 105,800,000
EQM Credit Facility | Line of Credit
Debt Instrument
Maximum borrowing capacity	500,000,000		500,000,000		$ 1,550,000,000
EQM Credit Facility | Line of Credit | EQM Midstream Partners, LP
Debt Instrument
Maximum amount of short term loans outstanding	655,000,000	$ 255,000,000	1,055,000,000	$ 315,000,000
Average daily balance of short term loans outstanding	545,000,000	191,000,000	690,000,000	225,000,000
Commitment fees	$ 1,200,000	$ 2,300,000	$ 1,900,000	$ 4,400,000
EQM Credit Facility | Line of Credit | EQM Midstream Partners, LP | Debt Covenant Period One
Debt Instrument
Consolidated leverage ratio					6.00
EQM Credit Facility | Line of Credit | EQM Midstream Partners, LP | Debt Covenant Period Two
Debt Instrument
Consolidated leverage ratio					6.25
EQM Credit Facility | Line of Credit | EQM Midstream Partners, LP | Debt Covenant Period Three
Debt Instrument
Consolidated leverage ratio					5.85
EQM Credit Facility | Line of Credit | EQM Midstream Partners, LP | Debt Covenant Period Four
Debt Instrument
Consolidated leverage ratio					5.50
EQM Credit Facility | Line of Credit | EQT Midstream Partners LP
Debt Instrument
Weighted average annual interest rate (as a percent)	8.30%	7.90%	8.30%	7.70%
EQM Credit Facility | Letter of Credit | EQM Midstream Partners, LP
Debt Instrument
Maximum amount of short term loans outstanding			$ 0

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Debt - Eureka Credit Facility (Details) - Eureka Credit Facility - Line of Credit - Eureka Midstream, LLC - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	May 13, 2021
Debt Instrument
Maximum borrowing capacity						$ 400,000,000
Borrowings outstanding	$ 330,000,000	$ 315,000,000	$ 330,000,000	$ 315,000,000	$ 315,000,000
Maximum amount of short term loans outstanding	330,000,000
Average daily balance of short term loans outstanding	$ 330,000,000	$ 309,000,000	326,000,000	$ 303,000,000
Weighted average annual interest rate (as a percent)	8.30%	7.70%		7.40%
Payment commitment fees	$ 100,000	$ 100,000	$ 200,000	$ 200,000

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Debt - 2024 Senior Notes (Details) - Senior Notes - USD ($)	Feb. 26, 2024	Jun. 30, 2024
6.375% Senior Notes Due 2029
Debt Instrument
Principal	$ 600,000,000
Interest rate (as a percent)	6.375%
2024 Senior Notes
Debt Instrument
Net proceeds from offering	$ 590,600,000
Discount	7,500,000
Debt issuance costs	$ 1,900,000
Redemption percentage rate		101.00%

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Debt - 2023 Senior Notes Redemption (Details) - 4.75% Senior Notes Due 2023 - Senior Notes $ in Millions	Jun. 21, 2023 USD ($)
Debt Instrument
Interest rate (as a percent)	4.75%
Debt principal amount redeemed	$ 98.9
Debt instrument, redemption price, percentage of principal amount redeemed (as a percent)	100.00%

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Fair Value Measurements (Details) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration]	Other current assets		Other current assets		Other current assets
Gain (loss) on derivative instrument	$ 3.2	$ 19.4	$ (1.5)	$ 10.9
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Other income (expense), net	Other income (expense), net	Other income (expense), net	Other income (expense), net
Level 2 | Fair Value | EQM Midstream Partners, LP | Senior Notes | Fair Value, Measurements, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Long-term debt	$ 6,916.8		$ 6,916.8		$ 6,334.3
Level 2 | Carrying Value | EQM Midstream Partners, LP | Senior Notes | Fair Value, Measurements, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Long-term debt	6,943.2		6,943.2		6,346.4
Level 3 | Fair Value | EES | EQM Midstream Partners, LP
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Preferred interest	86.3		86.3		90.7
Level 3 | Carrying Value | EES | EQM Midstream Partners, LP
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Preferred interest	85.4		85.4		88.5
Henry Hub Cash Payment
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Derivative asset, current	$ 23.0		$ 23.0		$ 24.5
Volatility | Market Quoted Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Volatility rate (as a percent)	0.550		0.550

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Earnings Per Share - Narrative (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Class of Stock
Potentially dilutive securities (in shares)	30,059	31,125	30,111	32,506
Phantom Share Units (PSUs)
Class of Stock
Incremental common shares attributable to dilutive effect of share-based payment arrangements (in shares)	901	745	871	674

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Income Taxes - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Effective tax rate (as a percent)	9.00%	0.70%	12.60%	(1.90%)
Income tax expense related to changes in valuation allowances			$ 20.2
Valuation allowance	$ 36.6		$ 36.6		$ 56.8