Document and Entity Information
Document and Entity Information shares in Thousands | 3 Months Ended |
Mar. 31, 2019shares | |
Document and Entity Information | |
Entity Registrant Name | Equitrans Midstream Corporation |
Entity Central Index Key | 0001747009 |
Document Type | 10-Q |
Document Period End Date | Mar. 31, 2019 |
Amendment Flag | false |
Current Fiscal Year End | --12-31 |
Entity Filer Catagorey | Non-accelerated Filer |
Entity Emerging Growth Company | false |
Small Business Entity | false |
Entity Common Units, Unit Outstanding | 254,684 |
Document Fiscal Year Focus | 2019 |
Document Fiscal Period Focus | Q1 |
Statements of Condensed Consoli
Statements of Condensed Consolidated Comprehensive Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Income Statement [Abstract] | |||
Operating revenues | [1] | $ 389,782 | $ 371,026 |
Operating expenses: | |||
Operating and maintenance | [2] | 27,883 | 27,172 |
Selling, general and administrative | [2] | 32,178 | 27,213 |
Separation and other transaction costs | [2] | 8,782 | 15,573 |
Depreciation | 50,511 | 41,342 | |
Amortization of intangible assets | 10,387 | 10,386 | |
Total operating expenses | 129,741 | 121,686 | |
Operating income | 260,041 | 249,340 | |
Equity income | [3] | 31,063 | 8,811 |
Other income | 1,861 | 904 | |
Net interest expense | [4] | 60,949 | 12,102 |
Income before income taxes | 232,016 | 246,953 | |
Income tax expense | 32,450 | 23,209 | |
Net income | 199,566 | 223,744 | |
Less: Net income attributable to noncontrolling interests | 143,267 | 141,015 | |
Net income attributable to Equitrans Midstream | 56,299 | 82,729 | |
Net income | $ 199,566 | $ 223,744 | |
Basic: | |||
Weighted average common stock outstanding (in shares) | 254,776 | 254,432 | |
Net income (in dollars per share) | $ 0.22 | $ 0.33 | |
Diluted: | |||
Weighted average common stock outstanding (in shares) | 254,827 | 255,033 | |
Net income (in dollars per share) | $ 0.22 | $ 0.32 | |
Other comprehensive loss, net of tax: | |||
Pension and other post-retirement benefits liability adjustment, net of tax expense of $8 | $ (295) | $ 0 | |
Other comprehensive loss | (295) | 0 | |
Comprehensive income | 199,271 | 223,744 | |
Less: Comprehensive income attributable to noncontrolling interests | 143,267 | 141,015 | |
Comprehensive income attributable to Equitrans Midstream Corporation | $ 56,004 | $ 82,729 | |
Dividends declared per common share (in dollars per share) | $ 0.45 | $ 0 | |
[1] | Operating revenues included related party revenues from EQT of $284.5 million and $265.6 million for the three months ended March 31, 2019 and 2018, respectively. See Note 7. | ||
[2] | For the three months ended March 31, 2019, operating and maintenance expense included $2.4 million of charges to EQT. For the three months ended March 31, 2018, operating and maintenance expense included charges from EQT of $12.2 million. Selling, general and administrative expense included charges from EQT of $1.0 million for the three months ended March 31, 2019. Selling, general and administrative expense included charges from EQT of $24.6 million for the three months ended March 31, 2018. See Note 7. Separation and other transaction costs for the three months ended March 31, 2018 represents the expenses related to the Rice Merger, the EQM-RMP Mergers and the Drop-Down Transaction (each defined in Note 1) and included charges allocated to Equitrans Midstream from EQT of $15.6 million. See Notes 1 and 7. | ||
[3] | Represents equity income from Mountain Valley Pipeline, LLC (the MVP Joint Venture). See Note 8. | ||
[4] | Net interest expense included interest income on the Preferred Interest of $1.6 million and $1.7 million for the three months ended March 31, 2019 and 2018, respectively. |
Statements of Condensed Conso_2
Statements of Condensed Consolidated Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Pension and other post-retirement benefits liability adjustment, tax expense | $ 8 | $ 0 | |
Operating and maintenance expense | [1] | 27,883 | 27,172 |
Selling, general and administrative expense | [1] | 32,178 | 27,213 |
Transaction costs | [1] | 8,782 | 15,573 |
EQT Corporation and Subsidiaries | |||
Affiliated revenues | 284,500 | 265,600 | |
Operating and maintenance expense | 2,400 | 12,200 | |
Selling, general and administrative expense | 1,000 | 24,600 | |
Transaction costs | 15,600 | ||
EES | |||
Interest income | $ 1,600 | $ 1,700 | |
[1] | For the three months ended March 31, 2019, operating and maintenance expense included $2.4 million of charges to EQT. For the three months ended March 31, 2018, operating and maintenance expense included charges from EQT of $12.2 million. Selling, general and administrative expense included charges from EQT of $1.0 million for the three months ended March 31, 2019. Selling, general and administrative expense included charges from EQT of $24.6 million for the three months ended March 31, 2018. See Note 7. Separation and other transaction costs for the three months ended March 31, 2018 represents the expenses related to the Rice Merger, the EQM-RMP Mergers and the Drop-Down Transaction (each defined in Note 1) and included charges allocated to Equitrans Midstream from EQT of $15.6 million. See Notes 1 and 7. |
Statements of Condensed Conso_3
Statements of Condensed Consolidated Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Cash flows from operating activities: | |||
Net income | $ 199,566 | $ 223,744 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation | 50,511 | 41,342 | |
Amortization of intangible assets | 10,387 | 10,386 | |
Deferred income taxes | 32,450 | 699 | |
Equity income | [1] | (31,063) | (8,811) |
Other income | (1,997) | (1,065) | |
Non-cash long-term compensation expense | 1,108 | 707 | |
Changes in other assets and liabilities: | |||
Accounts receivable | (9,989) | (20,791) | |
Accounts payable | (47,827) | 52,215 | |
Accrued interest | (38,828) | 498 | |
Other assets and other liabilities | (42,117) | (4,202) | |
Net cash provided by operating activities | 122,201 | 294,722 | |
Cash flows from investing activities: | |||
Capital expenditures | (208,966) | (170,589) | |
Capital contributions to the MVP Joint Venture | (144,763) | (117,019) | |
Principal payments received on the Preferred Interest | 1,141 | 1,079 | |
Net cash used in investing activities | (352,588) | (286,529) | |
Cash flows from financing activities: | |||
Proceeds from credit facility borrowings | 684,000 | 304,000 | |
Payments on credit facility borrowings | (230,500) | (128,000) | |
Cash paid for long-term debt | (1,500) | 0 | |
Net payments on EQGP's Working Capital Facility loan | 0 | (47) | |
Net distributions to EQT | 0 | (49,941) | |
Distributions paid to noncontrolling interest unitholders | (94,030) | (88,896) | |
Dividends paid | (104,251) | 0 | |
Purchase of EQGP common units | (238,455) | 0 | |
Net cash provided by financing activities | 15,264 | 37,116 | |
Net change in cash, restricted cash and cash equivalents | (215,123) | 45,309 | |
Cash, restricted cash and cash equivalents at beginning of period | 294,172 | 121,004 | |
Cash, restricted cash and cash equivalents at end of period | [2] | 79,049 | 166,313 |
Cash paid during the period for: | |||
Interest, net of amount capitalized | 98,470 | 13,532 | |
Non-cash activity during the period for: | |||
Settlement of transaction costs with EQT | 0 | 87,982 | |
Settlement of transaction costs with EQT | $ 0 | $ 54,033 | |
[1] | Represents equity income from Mountain Valley Pipeline, LLC (the MVP Joint Venture). See Note 8. | ||
[2] | Includes $29.0 million of cash and cash equivalents and $50.0 million of cash escrowed as of March 31, 2019 associated with the Bolt-on Acquisition (as defined in Note 3). |
Statements of Condensed Conso_4
Statements of Condensed Consolidated Cash Flows (Unaudited) (Parenthetical) $ in Thousands | Mar. 31, 2019USD ($) | |
Cash and cash equivalents | $ 29,049 | |
Cash and cash equivalents associated with Bolton-Acquisition | 79,049 | [1] |
Escrow deposit associated with Bolton-Acquisition | 50,000 | |
Bolt-on Acquisition | ||
Cash and cash equivalents associated with Bolton-Acquisition | $ 29,000 | |
[1] | Includes $29.0 million of cash and cash equivalents and $50.0 million of cash escrowed as of March 31, 2019 associated with the Bolt-on Acquisition (as defined in Note 3). |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | |
Current assets: | |||
Cash and cash equivalents | $ 29,049 | $ 294,172 | |
Accounts receivable (net of allowance for doubtful accounts of $792 and $75 as of March 31, 2019 and December 31, 2018, respectively) | [1] | 265,137 | 255,496 |
Other current assets | 16,835 | 19,171 | |
Total current assets | 311,021 | 568,839 | |
Property, plant and equipment | 6,658,545 | 6,469,846 | |
Less: accumulated depreciation | (651,032) | (602,199) | |
Net property, plant and equipment | 6,007,513 | 5,867,647 | |
Investment in unconsolidated entity | 1,673,325 | 1,510,289 | |
Goodwill | 1,239,269 | 1,239,269 | |
Net intangible assets | 565,726 | 576,113 | |
Deferred income taxes | 212,302 | 597,321 | |
Restricted cash | 50,000 | 0 | |
Other assets | 216,216 | 164,357 | |
Total assets | 10,275,372 | 10,523,835 | |
Current liabilities: | |||
Current portion of long-term debt | 6,000 | 6,000 | |
Accounts payable | [2] | 142,546 | 210,007 |
Capital contribution payable to the MVP Joint Venture | 156,412 | 169,202 | |
Accrued interest | 41,408 | 80,236 | |
Accrued liabilities | 46,939 | 84,011 | |
Total current liabilities | 393,305 | 549,456 | |
Credit facility borrowings | 1,095,000 | 641,500 | |
EQM senior notes | 3,457,981 | 3,456,639 | |
Long-term debt | 562,200 | 562,105 | |
Regulatory and other long-term liabilities | 89,837 | 54,502 | |
Total liabilities | 5,598,323 | 5,264,202 | |
Equity: | |||
Common stock, no par value, 254,684 and 254,271 units issued and outstanding as of March 31, 2019 and December 31, 2018, respectively | 1,378,673 | 425,370 | |
Retained earnings | (13,704) | 33,932 | |
Accumulated other comprehensive loss | (1,804) | (1,509) | |
Total common shareholders' equity | 1,363,165 | 457,793 | |
Noncontrolling interests | 3,313,884 | 4,801,840 | |
Total shareholders' equity | 4,677,049 | 5,259,633 | |
Total liabilities and shareholders' equity | $ 10,275,372 | $ 10,523,835 | |
[1] | Accounts receivable as of March 31, 2019 and December 31, 2018 included approximately $183.1 million and $175.9 million, respectively, of accounts receivable due from EQT. | ||
[2] | Accounts payable as of March 31, 2019 and December 31, 2018 included approximately $0.4 million and $34.1 million, respectively, of accounts payable due to EQT. |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, for doubtful accounts | $ 792 | $ 75 |
Accounts receivable, related parties | 183,100 | 175,900 |
Accounts payable, related parties | $ 400 | $ 34,100 |
Common stock, shares issued (in shares) | 254,684 | 254,271 |
Common stock, shares outstanding (in shares) | 254,684 | 254,271 |
Statements of Condensed Conso_5
Statements of Condensed Consolidated Equity (Unaudited) - USD ($) shares in Thousands | Total | Parent Net Investment | Common Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interests |
Beginning balance at Dec. 31, 2017 | $ 6,238,764,000 | $ 1,143,769,000 | $ 0 | $ 0 | $ 0 | $ 5,094,995,000 |
Beginning balance (in shares) at Dec. 31, 2017 | 0 | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Net income | 223,744,000 | 82,729,000 | 141,015,000 | |||
Net contributions from EQT | 92,074,000 | 92,074,000 | 0 | |||
Share-based compensation plans, net | 707,000 | 317,000 | 390,000 | |||
Distributions paid to noncontrolling interest unitholders | (88,896,000) | (88,896,000) | ||||
Net changes in ownership of consolidated entities | (17,000) | 47,000 | (64,000) | |||
Ending balance at Mar. 31, 2018 | 6,466,376,000 | 1,318,936,000 | $ 0 | 0 | 0 | 5,147,440,000 |
Ending balance (in shares) at Mar. 31, 2018 | 0 | |||||
Beginning balance at Dec. 31, 2017 | 6,238,764,000 | 1,143,769,000 | $ 0 | 0 | 0 | 5,094,995,000 |
Beginning balance (in shares) at Dec. 31, 2017 | 0 | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Purchase of EQGP common units | $ 46,800,000 | |||||
Ending balance at Dec. 31, 2018 | $ 5,259,633,000 | 0 | $ 425,370,000 | 33,932,000 | (1,509,000) | 4,801,840,000 |
Ending balance (in shares) at Dec. 31, 2018 | 254,271 | 254,271 | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Net income | $ 199,566,000 | 56,299,000 | 143,267,000 | |||
Pension and other post-retirement benefits liability adjustment, net of tax expense of $8 | 21,000 | 316,000 | (295,000) | |||
Dividends ($0.41 per share) | (104,251,000) | (104,251,000) | ||||
Share-based compensation plans, net (in shares) | 413 | |||||
Share-based compensation plans, net | 1,108,000 | $ 853,000 | 255,000 | |||
Distributions paid to noncontrolling interest unitholders | (94,030,000) | (94,030,000) | ||||
Purchase of EQGP common units | (238,455,000) | (38,648,000) | (199,807,000) | |||
Net changes in ownership of consolidated entities | (346,543,000) | 991,098,000 | (1,337,641,000) | |||
Ending balance at Mar. 31, 2019 | $ 4,677,049,000 | $ 0 | $ 1,378,673,000 | $ (13,704,000) | $ (1,804,000) | $ 3,313,884,000 |
Ending balance (in shares) at Mar. 31, 2019 | 254,684 | 254,684 |
Statements of Condensed Conso_6
Statements of Condensed Consolidated Equity (Unaudited) (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($)$ / shares | |
Dividends (in dollars per share) | $ 0.41 |
Pension and other post-retirement benefits liability adjustment, tax expense | $ | $ 8 |
EQM Midstream Partners, LP | |
Cash distributions paid per unit (in dollars per share) | $ 1.13 |
Financial Statements
Financial Statements | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Financial Statements | Financial Statements Organization. On November 12, 2018, Equitrans Midstream, EQT and, for certain limited purposes, EQT Production Company, a wholly-owned subsidiary of EQT, entered into a separation and distribution agreement (the Separation and Distribution Agreement), pursuant to which, among other things, EQT effected the Separation, including the transfer of certain assets and liabilities to Equitrans Midstream, and distributed 80.1% of the then outstanding shares of common stock, no par value, of Equitrans Midstream (Equitrans Midstream common stock) to EQT shareholders of record as of the close of business on November 1, 2018 (the Distribution). The Distribution was effective at 11:59 p.m., Eastern Time, on November 12, 2018 (the Separation Date). EQT retained the remaining 19.9% of the outstanding shares in Equitrans Midstream (the Retained Interest). Immediately following the Separation, the Company held investments in the entities then-conducting the Midstream Business, including limited and general partner interests in EQGP Holdings, LP (formerly known as EQT GP Holdings, LP) (EQGP), which, as of December 31, 2018, owned limited partner interests, the entire general partner interest and all of the incentive distribution rights (IDRs) in EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP) (NYSE: EQM) (EQM). As of December 31, 2018, the common units representing limited partner interests in EQGP were owned by Equitrans Gathering Holdings, LLC (formerly known as EQT Gathering Holdings, LLC) (Equitrans Gathering Holdings), EQM GP Corporation (EQM GP Corp) and Equitrans Midstream Holdings, LLC (EMH). Following the closing of the EQGP Unit Purchases and the exercise of the Limited Call Right (each defined and discussed in Note 2 and collectively referred to as the EQGP Buyout), EQGP became an indirect, wholly-owned subsidiary of Equitrans Midstream. EQM owns, operates, acquires and develops midstream assets in the Appalachian Basin. As of December 31, 2018, EQM Midstream Services, LLC (formerly known as EQT Midstream Services, LLC) (the Former EQM General Partner) was a wholly-owned subsidiary of EQGP and EQM's general partner. As of December 31, 2018, EQGP Services, LLC (formerly known as EQT GP Services, LLC) (the Former EQGP General Partner or New EQM General Partner) was a wholly-owned subsidiary of Equitrans Gathering Holdings and EQGP's general partner. Equitrans Midstream's assets, liabilities and results of operations also include the legacy assets of Rice Midstream Holdings LLC (Rice Midstream Holdings). EQT obtained control of Rice Midstream Holdings on November 13, 2017 (the Rice Merger Date), when, pursuant to the agreement and plan of merger dated June 19, 2017 by and among EQT, Rice Energy Inc. (Rice Energy) and a wholly-owned subsidiary of EQT (EQT Merger Sub), Rice Energy became a wholly-owned, indirect subsidiary of EQT, and EQT became the indirect parent of Rice Midstream Holdings (the Rice Merger). The operations of Rice Midstream Holdings were primarily conducted through Rice Midstream Partners LP (now known as RM Partners LP) (RMP), Rice West Virginia Midstream LLC (now known as EQM West Virginia Midstream LLC) (EQM West Virginia), Rice Olympus Midstream LLC (now known as EQM Olympus Midstream LLC) (EQM Olympus) and Strike Force Midstream Holdings LLC (Strike Force Holdings). At the Rice Merger Date, Strike Force Holdings owned 75% of the outstanding limited liability company interests in Strike Force Midstream LLC (Strike Force Midstream), a Delaware limited liability company. Rice Midstream Holdings, through its wholly-owned, indirect subsidiary Rice Midstream GP Holdings LP (RMGP), owned Rice Midstream Management LLC (now known as EQM Midstream Management LLC), RMP's general partner (the RMP General Partner), as well as limited partner interests and all of the IDRs in RMP. Rice Midstream Holdings controlled the RMP General Partner and therefore consolidated the results of RMP. In 2018, EQM obtained control of the operating entities of Rice Midstream Holdings through the following transactions: • On April 25, 2018, EQM, RMP and certain of their affiliates entered into an agreement and plan of merger, pursuant to which EQM acquired RMP and the RMP General Partner (the EQM-RMP Mergers). The EQM-RMP Mergers closed on July 23, 2018. • On May 1, 2018, EQM acquired the remaining outstanding limited liability company interests in Strike Force Midstream from Gulfport Midstream Holdings, LLC (Gulfport Midstream), an affiliate of Gulfport Energy Corporation, in exchange for $175 million in cash (the Gulfport Transaction). As a result, EQM owned 100% of Strike Force Midstream. • On May 22, 2018, and effective May 1, 2018, EQM, through its wholly-owned subsidiary EQM Gathering Holdings, LLC, a Delaware limited liability company (EQM Gathering), acquired all the outstanding limited liability company interests in each of EQM West Virginia, EQM Olympus and Strike Force Holdings (collectively the Drop-Down Entities), pursuant to the terms of a contribution and sale agreement dated as of April 25, 2018 by and among EQM, EQM Gathering, EQT and Rice Midstream Holdings, in exchange for an aggregate of 5,889,282 common units representing limited partner interests in EQM (EQM common units) and cash consideration of $1.15 billion , plus working capital adjustments (the Drop-Down Transaction). As a result of the closing of the Drop-Down Transaction, effective May 1, 2018, the Drop-Down Entities and Strike Force Midstream became indirect, wholly-owned subsidiaries of EQM. Basis of Presentation. As of December 31, 2018, the Former EQGP General Partner was a wholly-owned subsidiary of Equitrans Gathering and controlled EQGP through its general partner interest in EQGP; therefore, the financial statements of Equitrans Midstream consolidate EQGP. As of December 31, 2018, the Former EQM General Partner was a wholly-owned subsidiary of EQGP and controlled EQM through its general partner interest in EQM; therefore, the financial statements of EQGP consolidated EQM. For each of the periods prior to the Separation presented in this Quarterly Report on Form 10-Q, the consolidated financial statements and related notes include the assets, liabilities and results of operations of the Midstream Business that were transferred to Equitrans Midstream upon the closing of the Distribution and represent the predecessor for accounting purposes of Equitrans Midstream (the Predecessor). References in these financial statements to Equitrans Midstream or the Company refer collectively to Equitrans Midstream Corporation and the Predecessor as applicable for all periods presented. Predecessor financial information has been derived from EQT's consolidated financial statements and accounting records and reflects the historical results of operations, financial position and cash flows of the Company as if the Midstream Business had been consolidated for all periods presented. The financial statements include expense allocations for certain corporate functions historically performed by EQT, such as executive oversight, accounting, treasury, tax, legal, supply chain, information technology and share-based compensation. See Note 7 . The Company believes the assumptions underlying the consolidated financial statements are reasonable; however, as organizational structure and strategic focus dictate expenses incurred, the financial statements may not include all expenses that would have been incurred had the Company existed as a standalone, publicly traded company for the three months ended March 31, 2018. Similarly, the financial statements may not reflect the results of operations, financial position and cash flows had the Company existed as a standalone, publicly traded company during that period. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the requirements of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these financial statements include all adjustments (consisting of only normal, recurring adjustments, unless otherwise disclosed in this Form 10-Q) necessary for a fair presentation of the financial position of the Company as of March 31, 2019 and December 31, 2018 , the results of its operations for the three months ended March 31, 2019 and 2018 and its cash flows and equity for the three months ended March 31, 2019 and 2018 . The condensed consolidated balance sheet at December 31, 2018 has been derived from the audited financial statements at that date but does not include all of the information and notes required by GAAP for complete financial statements. Due to the seasonal nature of EQM's utility customer contracts, the interim statements for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 . For further information, refer to the Company's annual combined consolidated financial statements and related notes for the year ended December 31, 2018 , as well as "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained therein. Recently Issued Accounting Standards In February 2016, the FASB issued ASU 2016-02, Leases . The standard requires entities to record assets and obligations for contracts currently recognized as operating leases. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements . The update provides an optional transition method of adoption that permits entities to initially apply the standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Under the optional transition method, comparative financial information and disclosures are not required. The update also provides transition practical expedients. The standard requires disclosures of the nature, maturity and value of an entity's lease liabilities and elections taken by the entity. In March 2019, the FASB issued ASU 2019-01, Leases (Topic 842): Codification Improvements , which, among other things, clarifies interim disclosure requirements in the year of ASU 2016-02 adoption. The Company adopted ASU 2016-02, ASU 2018-11 and ASU 2019-01 on January 1, 2019 using the optional transition method of adoption. The Company uses a lease accounting system to monitor its current population of lease contracts. The Company implemented processes and controls to review new lease contracts for appropriate accounting treatment in the context of the standards and to generate disclosures required under the standards. For the disclosures required by the standards, see Note 4 . In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses: Measurement of Credit Losses on Financial Instruments . The standard amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost basis, this standard eliminates the probable initial recognition threshold in current GAAP and, in its place, requires an entity to recognize its current estimate of all expected credit losses. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables and any other financial assets not excluded from the scope of the standard that have the contractual right to receive cash. The standard will be effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period. The Company is currently evaluating the effect this standard will have on its financial statements and related disclosures. In February 2018, the FASB issued ASU 2018-02, Income Statement, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which allows for a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of information reported to financial statement users. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company adopted the standard in the first quarter of 2019 with no significant effect on its financial statements or related disclosures. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement, Changes to the Disclosure Requirements for Fair Value Measurement , which makes a number of changes to the hierarchy associated with Level 1, 2 and 3 fair value measurements and the related disclosure requirements. This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effect this standard will have on its financial statements and related disclosures but does not expect the adoption of this standard to have a material effect on its financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other: Internal-Use Software , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company early-adopted the standard using the prospective method of adoption on January 1, 2019. Following the adoption of ASU 2018-15, the Company began capitalizing certain implementation costs related to cloud computing arrangements that are service contracts. The capitalized portion of these costs are included in the property, plant and equipment line on the consolidated balance sheets and will be amortized over the term of the Company's hosting arrangement, which has a fixed term of 7 years. For the three months ended March 31, 2019 , the Company did no t recognize any amortization expense related to implementation costs on its cloud computing arrangements as such assets were not in use. The costs will be included in the selling, general and administrative expense line on the accompanying statements of consolidated operations when recognized. In August 2018, the SEC adopted a final rule under SEC Release No. 33-10532, Disclosure Update and Simplification , that amends certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. The amendments also expanded the disclosure requirements on the analysis of stockholders' equity for interim financial statements, in that registrants must now analyze changes in stockholders’ equity, in the form of reconciliation, for the current and comparative year-to-date periods, with subtotals for each interim period. This final rule was effective on November 5, 2018 and the Company assessed the impact on its consolidated financial statements disclosures to be not significant. The Company adopted the final rule and began applying this disclosure change to its statement of consolidated equity in the first quarter of 2019. |
Investments in Consolidated, No
Investments in Consolidated, Non-Wholly-Owed Entities | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Investments in Consolidated, Non-Wholly-Owed Entities | Investments in Consolidated, Non-Wholly-Owned Entities Investment in EQGP EQGP Unit Purchases . On December 31, 2018, the Company closed on the acquisition of an aggregate 14,560,281 EQGP common units pursuant to certain Unit Purchase Agreements with funds managed by Neuberger Berman Investment Adviser LP, funds managed by Goldman Sachs Asset Management, L.P., funds managed by Cushing Asset Management, LP, funds managed by Kayne Anderson Capital Advisors, L.P., and ZP Energy Fund, L.P. (the Initial Unit Purchase Closing) for an aggregate purchase price of $291.2 million . The Initial Unit Purchase Closing resulted in a reduction of additional paid-in capital of $46.8 million and a decrease in noncontrolling interest in consolidated subsidiaries of $244.4 million for the year ended December 31, 2018. On January 2, 2019 and January 3, 2019, the Company closed on the acquisition of the remaining 804,140 EQGP common units purchased pursuant to the Unit Purchase Agreements for an aggregate purchase price of $16.1 million (together with the Initial Unit Purchase Closing on December 31, 2018 , the EQGP Unit Purchases). Limited Call Right. Following the Initial Unit Purchase Closing, on December 31, 2018 , the Company exercised a limited call right (the Limited Call Right), provided for in Section 15.1(a) of the Second Amended and Restated Agreement of Limited Partnership of EQGP, dated October 12, 2018, pursuant to which, on January 10, 2019, the Company closed on the acquisition of the remaining 11,097,287 outstanding EQGP common units not owned by the Company or its affiliates for an aggregate purchase price of $221.9 million (such acquisition, together with the EQGP Unit Purchases, the EQGP Buyout), and EQGP became an indirect, wholly-owned subsidiary of the Company. In connection with the completion of the EQGP Buyout on January 10, 2019, certain non-employee members of the Board of Directors of the Former EQGP General Partner stepped down from their roles and were paid $20.00 for each EQGP phantom unit that they held, which was, in the aggregate, 29,829 EQGP phantom units, including accrued distributions. Termination of the EQGP Omnibus Agreement and EQGP Working Capital Facility. On January 10, 2019, in connection with the completion of the EQGP Buyout, EQGP's omnibus agreement with Equitrans Midstream and certain other parties and the EQGP Working Capital Facility with EQT (as defined in Note 9 ) were terminated. In connection with the termination of the EQGP Working Capital Facility, the Company agreed that all loans and other amounts outstanding and all other obligations of EQGP to the Company under the EQGP Working Capital Facility were deemed forgiven, satisfied, discharged and paid in full. Investment in EQM EQM IDR Transaction . On February 22, 2019, Equitrans Midstream completed its previously announced simplification transaction pursuant to that certain Agreement and Plan of Merger, dated as of February 13, 2019 (the IDR Merger Agreement) by and among Equitrans Midstream and certain related parties, pursuant to which, among other things, (i) Equitrans Merger Sub, LP, a party to the IDR Merger Agreement, merged with and into EQGP (the Merger) with EQGP continuing as the surviving limited partnership and a wholly owned subsidiary of EQM following the Merger, and (ii) each of (a) the IDRs, (b) the economic portion of the general partner interest in EQM and (c) the issued and outstanding EQGP common units were canceled, and, as consideration for such cancellation, certain affiliates of the Company received on a pro rata basis 80,000,000 newly-issued EQM common units and 7,000,000 newly-issued Class B units (Class B units), both representing limited partner interests in EQM, and EQGP Services, LLC retained the non-economic general partner interest in EQM (the EQM IDR Transaction). Additionally, as part of the EQM IDR Transaction, the 21,811,643 EQM common units held by EQGP were canceled and 21,811,643 EQM common units were issued pro rata to certain affiliates of Equitrans Midstream. As a result of the EQM IDR Transaction, EQGP Services, LLC replaced EQM Midstream Services, LLC as the general partner of EQM (the New EQM General Partner). The Class B units are substantially similar in all respects to EQM common units, except that the Class B units are not entitled to receive distributions of available cash until the applicable Class B unit conversion date (or, if earlier, a change of control). The Class B units are divided into three tranches, with the first tranche of 2,500,000 Class B units becoming convertible at the holder's option into EQM common units on April 1, 2021, the second tranche of 2,500,000 Class B units becoming convertible at the holder's option into EQM common units on April 1, 2022 and the third tranche of 2,000,000 Class B units becoming convertible at the holder's option into EQM common units on April 1, 2023 (each, a Class B unit conversion date). Additionally, the Class B units will become convertible at the holder's option into EQM common units immediately before a change of control of EQM. After the applicable Class B unit conversion date (or, if earlier, a change of control), whether or not such Class B units have been converted into EQM common units, the Class B units will participate pro rata with the EQM common units in distributions of available cash. The holders of Class B units vote together with the holders of EQM common units as a single class, except that Class B units owned by the general partner of EQM and its affiliates are excluded from voting if EQM common units owned by such parties are excluded from voting. Holders of Class B units are entitled to vote as a separate class on any matter that adversely affects the rights or preferences of the Class B units in relation to other classes of EQM partnership interests in any material respect or as required by law. After giving effect to the EQM IDR Transaction, including the issuance of Class B units, Equitrans Gathering Holdings, EQM GP Corp and EMH, each a wholly-owned subsidiary of Equitrans Midstream, held 89,505,616 , 89,536 and 27,650,303 EQM common units, respectively, representing an aggregate 56.5% limited partner interest in EQM as of March 31, 2019 . Additionally, Equitrans Gathering Holdings, EQM GP Corp and EMH held 6,153,907 , 6,155 and 839,938 EQM Class B units, respectively, representing an aggregate 3.4% limited partner interest in EQM as of March 31, 2019 . Following completion of the EQM IDR Transaction and as of March 31, 2019 , the Company owned, directly or indirectly 117,245,455 EQM common units and 7,000,000 Class B units (collectively representing a 59.9% limited partner interest in EQM) and the entire non-economic general partner interest in EQM, while the public owned a 40.1% limited partner interest in EQM. Following the completion of the Private Placement (defined below), certain investors owned an aggregate of 24,605,291 Series A Preferred Units (defined below) and, taking into account such Series A Preferred Units issued in the Private Placement on an as-converted basis, as of March 31, 2019 , the Company would have owned, directly or indirectly, a 53.5% limited partner interest in EQM, as well as the non-economic general partner interest in EQM. During the three months ended March 31, 2019 , as a result of the EQM IDR Transaction, the Company recorded, in the aggregate, a $991.1 million increase of common stock, no par value, a decrease in noncontrolling interest of $1.3 billion and a decrease in deferred tax asset of $346.5 million . Series A Preferred Units. On March 13 , 2019, EQM entered into a Convertible Preferred Unit Purchase Agreement (inclusive of certain Joinder Agreements entered into on March 18, 2019, the Preferred Unit Purchase Agreement) with certain investors to issue and sell in a private placement (the Private Placement) an aggregate of 24,605,291 Series A Perpetual Convertible Preferred Units (Series A Preferred Units) representing limited partner interests in EQM for a cash purchase price of $48.77 per Series A Preferred Unit, resulting in total gross proceeds of approximately $1.2 billion . The net proceeds from the Private Placement were used in part to fund the purchase price in the Bolt-on Acquisition (defined in Note 3 ) and to pay certain fees and expenses related to the Bolt-on Acquisition, and the remainder is expected to be used for general partnership purposes. The Private Placement closed concurrently with the closing of the Bolt-on Acquisition on April 10, 2019 . See Note 3 . The Series A Preferred Units rank senior to all common units and Class B units representing limited partner interests in EQM with respect to distribution rights and rights upon liquidation. The Series A Preferred Units will vote on an as-converted basis with the EQM common units and Class B units and will have certain other class voting rights with respect to any amendment to EQM's partnership agreement or its certificate of limited partnership that would be adverse (other than in a de minimis manner) to any of the rights, preferences or privileges of the Series A Preferred Units. The holders of the Series A Preferred Units are entitled to receive cumulative quarterly distributions at a rate of $1.0364 per Series A Preferred Unit for the first twenty distribution periods, and thereafter the quarterly distributions on the Series A Preferred Units will be an amount per Series A Preferred Unit for such quarter equal to (i) the Series A Preferred Unit purchase price of $48.77 per such unit, multiplied by (ii) a percentage equal to the sum of (A) the greater of (x) the 3-month LIBOR as of the second London banking day prior to the beginning of the applicable quarter and (y) 2.59% , and (B) 6.90%, multiplied by (iii) 25%. EQM will not be entitled to pay any distributions on any junior securities, including any EQM common units, prior to paying the quarterly distributions payable to the holders of Series A Preferred Units, including any previously accrued and unpaid distributions. Each holder of the Series A Preferred Units may elect to convert all or any portion of the Series A Preferred Units owned by it into EQM common units initially on a one-for-one basis, subject to customary anti-dilution adjustments and an adjustment for any distributions that have accrued but not been paid when due and partial period distributions, at any time (but not more often than once per fiscal quarter) after April 10, 2021 (or earlier liquidation, dissolution or winding up of EQM), provided that any conversion is for at least $30 million (calculated based on the closing price of the common units on the trading day preceding notice of conversion) or such lesser amount if such conversion relates to all of a holder’s remaining Series A Preferred Units. EQM may elect to convert all or any portion of the Series A Preferred Units into EQM common units at any time (but not more often than once per quarter) after April 10, 2021 if (i) the common units are listed for, or admitted to, trading on a national securities exchange, (ii) the closing price per common unit on the national securities exchange on which the common units are listed for, or admitted to, trading exceeds 140% of the Series A Preferred Unit purchase price of $48.77 per such unit for the 20 consecutive trading days immediately preceding notice of the conversion, (iii) the average daily trading volume of the common units on the national securities exchange on which the common units are listed for, or admitted to, trading exceeds 500,000 common units for the 20 consecutive trading days immediately preceding notice of the conversion, (iv) EQM has an effective registration statement on file with the SEC covering resales of the common units to be received by such holders upon any such conversion and (v) EQM has paid all accrued quarterly distributions in cash to the holders. Shared Assets Transaction. On March 31, 2019, EQM entered into an Assignment and Bill of Sale (the Assignment and Bill of Sale) with the Company pursuant to which EQM acquired certain assets and assumed certain leases that primarily support EQM's operations for aggregate cash purchase price of $49.7 million (the initial purchase price), which reflected the net book value of in-service assets and expenditures made for assets not yet in-service and is subject to certain adjustments (collectively, the Shared Assets Transaction). Pursuant to the Assignment and Bill of Sale, EQM may assume an additional facilities lease, and may acquire certain additional assets from the Company for additional cash consideration reflecting the net book value of in-service assets and expenditures made with respect to assets not yet in-service. The initial purchase price was funded utilizing the EQM Credit Facility (defined in Note 9 ). Prior to the Shared Assets Transaction, EQM made quarterly payments to the Company based on fees allocated from the Company for use of in-service assets transferred to EQM in the transaction. In connection with the entry into the Assignment and Bill of Sale, the Omnibus Agreement among the Company, EQM and the New EQM General Partner (as successor to the Former EQM General Partner) was amended and restated in order to, among other things, govern the Company’s use, and payment for such use of the acquired assets following their conveyance to EQM and provide for reimbursement of EQM by the Company for expenses incurred by EQM in connection with such use. EQM Cash Distribution. On April 23, 2019 , the Board of Directors of the New EQM General Partner declared a cash distribution to EQM's unitholders for the first quarter of 2019 of $1.145 per EQM common unit. The cash distribution will be paid on May 14, 2019 to EQM's unitholders of record at the close of business on May 3, 2019 . Based on the EQM common units outstanding on April 30, 2019 , cash distributions paid by EQM to the Company will be approximately $134.2 million with respect to the Company's limited partner interest in EQM. |
2019 Acquisitions
2019 Acquisitions | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
2019 Acquisitions | 2019 Acquisitions Bolt-on Acquisition. On March 13, 2019, EQM entered into a Purchase and Sale Agreement (the Purchase and Sale Agreement) with North Haven Infrastructure Partners II Buffalo Holdings, LLC (NHIP), an affiliate of Morgan Stanley Infrastructure Partners, pursuant to which EQM acquired from NHIP a 60% Class A interest in Eureka Midstream Holdings, LLC (Eureka Midstream) and a 100% interest in Hornet Midstream Holdings, LLC (Hornet Midstream) (collectively, the Bolt-on Acquisition) for total consideration of approximately $1.03 billion , composed of approximately $860 million in cash and approximately $170 million of assumed pro-rata debt, subject to certain adjustments set forth in the Purchase and Sale Agreement. Eureka Midstream owns a 190 -mile gathering header pipeline system in Ohio and West Virginia that services both dry Utica and wet Marcellus production. Hornet Midstream owns a 15 -mile, high-pressure gathering system in West Virginia that connects to the Eureka Midstream system. In connection with the entry into the Purchase and Sale Agreement, EQM deposited $50.0 million with an escrow agent, which is presented in restricted cash on the consolidated balance sheet as of March 31, 2019 . The deposit was credited towards the purchase price at the close of the acquisition. The Bolt-on Acquisition closed on April 10, 2019 and was funded through the Private Placement that closed concurrently with the Bolt-on Acquisition (defined herein) of Series A Perpetual Convertible Preferred Units representing limited partner interests in EQM that closed concurrently with the Bolt-on Acquisition. See Note 2 for further information regarding the Private Placement. As of the closing of the Bolt-on Acquisition, Eureka Midstream, LLC (Eureka), a wholly owned subsidiary of Eureka Midstream, had a $400 million credit facility, which is available for general business purposes, including financing maintenance and expansion capital expenditures related to the Eureka system and providing working capital for Eureka’s operations. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases As discussed in Note 1 , the Company adopted ASU 2016-02, ASU 2018-11 and ASU 2019-01 on January 1, 2019 (the Adoption Date) using the optional transition method of adoption. The Company elected a package of practical expedients that allows an entity to not reassess (i) whether a contract is or contains a lease, (ii) lease classification and (iii) initial direct costs. In addition, the Company elected the following practical expedients: (i) to not reassess certain land easements, (ii) to not apply the recognition requirements under the standard to short-term leases and (iii) to combine and account for lease and nonlease contract components as a lease, which requires the capitalization of fixed nonlease payments on the Adoption Date or lease effective date and the recognition of variable nonlease payments as variable lease expense. Nonlease payments include payments for property taxes and other operating and maintenance expenses incurred by the lessor but payable by the Company in connection with the leasing arrangement. On the Adoption Date, the Company recorded on its consolidated balance sheets an operating lease right-of-use asset and a corresponding operating lease liability of $49.7 million , reflecting the present value of future lease payments on the Company's facility and compressor lease contracts. The discount rate used to determine present value, referred to as the incremental borrowing rate, was based on the rate of interest that the Company estimated it would have to pay to borrow (on a collateralized-basis over a similar term) an amount equal to the lease payments in a similar economic environment as of the Adoption Date. The Company is required to reassess the incremental borrowing rate for any new and modified lease contracts as of the contract effective date. Adoption of the standard did not require an adjustment to the opening balance of retained earnings. As of the Adoption Date and March 31, 2019 , the Company had no lease contracts classified as financing leases and was not a lessor; however, the Company was party to a subleasing arrangement whereby the Company, as sublessor, agreed to sublet office space to a third party. The following table summarizes operating lease cost for the three months ended March 31, 2019 . Three Months Ended March 31, 2019 (Thousands) Operating lease cost $ 1,933 Short-term lease cost 405 Variable lease cost 13 Sublease (income) (84 ) Total lease cost $ 2,267 Operating lease expense related to the Company's compressor lease contracts and facility lease contracts is reported in operating and maintenance expense and selling, general and administrative expense, respectively, on the Company's statement of condensed consolidated comprehensive income. The current and noncurrent portions of the operating lease right-of-use asset are reported in other current assets and other assets, respectively, and the current and noncurrent portions of the operating lease liability are reported in accrued liabilities and regulatory and other long-term liabilities, respectively. As of March 31, 2019 , the operating lease right-of-use asset and operating lease liability had balances of $48.3 million and $48.7 million , respectively, of which $0.5 million and $4.1 million , respectively, were classified as current. As of March 31, 2019 , the weighted average remaining lease term was 11 years and the weighted average discount rate was 6.0% . Schedule of Operating Lease Liability Maturities. The following table summarizes undiscounted cash flows owed by the Company to lessors pursuant to contractual agreements in effect as of March 31, 2019 and related imputed interest. The majority of the Company's lease agreements have multiple renewal periods at the Company's option; however, because none of the renewal periods are reasonably assured to be exercised, the associated operating lease payments have not been included in the table below. March 31, 2019 (Thousands) 2019 $ 5,262 2020 6,275 2021 6,155 2022 6,229 2023 5,981 2024 5,901 Thereafter 30,663 Total 66,466 Less: imputed interest 17,793 Present value of operating lease liability $ 48,673 |
Financial Information by Busine
Financial Information by Business Segment | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Financial Information by Business Segment | Financial Information by Business Segment The Company, through its control of EQM, reports its operations in three segments that reflect its three lines of business of Gathering, Transmission and Water. Gathering includes EQM's high-pressure gathering lines and FERC-regulated low-pressure gathering line; Transmission includes EQM's FERC-regulated interstate pipeline and storage system; and Water consists of EQM's water pipelines, impoundment facilities, pumping stations, take point facilities and measurement facilities. As discussed in Note 7 , the financial statements include expense allocations for certain corporate functions historically performed by EQT. For periods prior to November 12, 2018, the financial statements may not include all expenses that would have been incurred had the Company existed as a standalone, publicly traded corporation for the entirety of such periods. Three Months Ended March 31, 2019 2018 (Thousands) Revenues from external customers (including related parties): Gathering $ 261,881 $ 237,390 Transmission 109,859 106,934 Water 18,042 26,702 Total operating revenues $ 389,782 $ 371,026 Operating income: Gathering $ 182,078 $ 171,035 Transmission 84,750 79,451 Water 1,186 15,312 Other (a) (7,973 ) (16,458 ) Total operating income $ 260,041 $ 249,340 Reconciliation of operating income to net income: Equity income (b) $ 31,063 $ 8,811 Other income 1,861 904 Net interest expense 60,949 12,102 Income tax expense 32,450 23,209 Net income $ 199,566 $ 223,744 (a) Other operating loss includes Separation and other transaction costs and the selling, general and administrative expenses incurred by the Company separate from and in addition to similar costs incurred by EQM. (b) Equity income is included in the Transmission segment. March 31, 2019 December 31, 2018 (Thousands) Segment assets: Gathering $ 6,234,581 $ 6,011,654 Transmission (a) 3,243,578 3,066,659 Water 242,334 237,602 Total operating segments 9,720,493 9,315,915 Headquarters, including cash 554,879 1,207,920 Total assets $ 10,275,372 $ 10,523,835 (a) The equity investment in the MVP Joint Venture is included in the Transmission segment. Three Months Ended March 31, 2019 2018 (Thousands) Depreciation: Gathering $ 28,116 $ 23,068 Transmission 12,533 12,441 Water 6,416 5,771 Other 3,446 62 Total $ 50,511 $ 41,342 Expenditures for segment assets: Gathering $ 158,000 $ 134,138 Transmission 18,762 18,929 Water 9,175 2,375 Other 3,396 — Total (a) $ 189,333 $ 155,442 (a) The Company accrues capital expenditures when the work has been completed but the associated bills have not yet been paid. Accrued capital expenditures are excluded from the statements of condensed consolidated cash flows until they are paid. Accrued capital expenditures were approximately $89.7 million and $109.3 million at March 31, 2019 and December 31, 2018 , respectively. Accrued capital expenditures were approximately $75.5 million and $90.7 million at March 31, 2018 and December 31, 2017 , respectively. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customers | Revenue from Contracts with Customers For the three months ended March 31, 2019 and 2018 , all revenues recognized on the Company's statements of condensed consolidated operations are from contracts with customers. As of March 31, 2019 and December 31, 2018 , all receivables recorded on the Company's condensed consolidated balance sheets represent performance obligations that have been satisfied and for which an unconditional right to consideration exists. Summary of disaggregated revenues. The tables below provide disaggregated revenue information by business segment. Three Months Ended March 31, 2019 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues $ 128,959 $ 99,224 $ — $ 228,183 Volumetric-based fee revenues 132,922 10,635 — 143,557 Water services revenues — — 18,042 18,042 Total operating revenues $ 261,881 $ 109,859 $ 18,042 $ 389,782 Three Months Ended March 31, 2018 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues $ 109,933 $ 97,775 $ — $ 207,708 Volumetric-based fee revenues 127,457 9,159 — 136,616 Water services revenues — — 26,702 26,702 Total operating revenues $ 237,390 $ 106,934 $ 26,702 $ 371,026 Summary of Remaining Performance Obligations. The following table summarizes the transaction price allocated to the Company's remaining performance obligations under all contracts with firm reservation fees and MVCs as of March 31, 2019 . 2019 (a) 2020 2021 2022 2023 Thereafter Total (Thousands) Gathering firm reservation fees $ 353,984 $ 563,215 $ 573,214 $ 573,214 $ 573,214 $ 2,312,931 $ 4,949,772 Gathering revenues supported by MVCs 55,503 74,617 74,413 74,413 74,413 68,689 422,048 Transmission firm reservation fees 283,230 345,456 340,937 335,850 295,947 2,178,142 3,779,562 Total $ 692,717 $ 983,288 $ 988,564 $ 983,477 $ 943,574 $ 4,559,762 $ 9,151,382 (a) April 1, 2019 through December 31, 2019 Based on total projected contractual revenues, including projected contractual revenues from future capacity expected from expansion projects that are not yet fully constructed for which the Company has executed firm contracts, the Company's firm gathering contracts and firm transmission and storage contracts had weighted average remaining terms of approximately 11 years and 15 years, respectively, as of March 31, 2019 . |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Related Party Transactions with EQT As of March 31, 2019 , EQT remained a related party following the Separation due to its ownership of the Retained Interest. In the ordinary course of business, the Company, through EQM, engaged, and continues to engage, as applicable, in transactions with EQT and its affiliates, including, but not limited to, gathering agreements, transportation service and precedent agreements, storage agreements and water service agreements. EQGP's, EQM's and RMP's Omnibus Agreements with EQT. Prior to the Separation and Distribution, EQGP, EQM and RMP each had an omnibus agreement with EQT. Pursuant to the omnibus agreements, EQT performed centralized corporate general and administrative services for EQGP, EQM and RMP and provided a license for EQGP's and EQM's use of the name "EQT" and related marks in connection with their businesses. EQGP, EQM and RMP reimbursed EQT for the expenses incurred by EQT in providing these services. EQM's and RMP's omnibus agreements also provided for certain indemnification obligations between EQM and RMP, on the one hand, and EQT, on the other hand. On November 12, 2018, EQT terminated the EQGP, EQM and RMP omnibus agreements. Certain indemnification obligations of EQT, EQM and RMP remain in effect following the termination and have been memorialized pursuant to (i) the amended and restated omnibus agreement, dated November 13, 2018, among EQT, EQM and the New EQM General Partner (as successor to the Former EQM General Partner), and (ii) the second amended and restated omnibus agreement, dated November 13, 2018, among EQT, EQT RE, LLC, RM Partners LP (formerly known as Rice Midstream Partners LP), EQM Midstream Management LLC (formerly known as Rice Midstream Management LLC) and EQM Poseidon Midstream LLC (formerly known as Rice Poseidon Midstream LLC). The Company is generally responsible for the surviving obligations of EQT under such agreements pursuant to the Separation and Distribution Agreement. EQGP Working Capital Facility with EQT. See Note 9 . Transition Services Agreement. On November 12, 2018, in connection with the Separation and Distribution, the Company and EQT entered into a transition services agreement (as subsequently amended, the Transition Services Agreement). Pursuant to the Transition Services Agreement, each party agreed to provide certain services to the other on an interim, transitional basis, including services related to information technology, the administration of certain employee benefits and other corporate support services. The Company and EQT agreed to pay the other a fee for these services on a monthly basis. The Transition Services Agreement will terminate on the earliest to occur of (a) the expiration of the term of the last service provided under it and (b) the date that is the one year anniversary of the Distribution, subject to each party's right to terminate a service prior to the scheduled expiration date. Tax Matters Agreement. On November 12, 2018, in connection with the Separation and Distribution, the Company and EQT entered into a tax matters agreement (the Tax Matters Agreement) that governs the parties' respective rights, responsibilities and obligations with respect to taxes (including taxes arising in the ordinary course of business and taxes, if any, incurred as a result of any failure of the Distribution and certain related transactions to qualify as generally tax-free for U.S. federal income tax purposes), tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and assistance and cooperation with respect to tax matters. In addition, the Tax Matters Agreement imposes certain restrictions on the Company and its subsidiaries, including restrictions on equity issuances, business combinations, sales of assets and similar transactions, that are designed to preserve the tax-free status of the Distribution and certain related transactions. The Tax Matters Agreement provides special rules that allocate tax liabilities in the event that the Distribution, together with certain related transactions, are not tax-free. In general, under the Tax Matters Agreement, each party is expected to be responsible for any taxes, whether imposed on the Company or EQT, that arise from (i) the failure of the Distribution, together with certain related transactions, to qualify for tax-free treatment, or (ii) if certain related transactions were to fail to qualify for their intended tax treatment, in each case, to the extent that the failure to qualify is attributable to actions, events or transactions relating to such party's respective stock, assets or business or a breach of the relevant representations or covenants made by that party in the Tax Matters Agreement. Related Party Transactions with EQM and EQGP ETRN Omnibus Agreement. Pursuant to an omnibus agreement (the ETRN Omnibus Agreement), the Company performs centralized corporate, general and administrative services for EQM. In exchange, EQM reimburses the Company for the expenses incurred by the Company in providing these services. In connection with the entry into the Assignment and Bill of Sale, the ETRN Omnibus Agreement was amended and restated, to, among other things, govern the Company's use, and payment for such use, of the acquired assets following their conveyance to EQM. Pursuant to a secondment agreement, employees of the Company and its affiliates may be seconded to EQM to provide operating and other services with respect to EQM's business under the direction, supervision and control of EQM. EQM reimburses the Company and its affiliates for the services provided by the seconded employees. The expenses for which EQM reimburses the Company and its affiliates may not necessarily reflect the actual expenses that EQM would incur on a stand-alone basis. EQM is unable to estimate what those expenses would be on a stand-alone basis. In connection with the Separation, the Company assumed certain obligations from EQT to indemnify and reimburse EQM. For the period from November 13, 2018 through January 10, 2019, in the case of EQGP, and through March 31, 2019 in the case of EQM, EQGP and EQM, respectively, reimbursed the Company for certain expenses related to corporate and general and administrative services provided by the Company pursuant to omnibus agreements between EQM and/or EQGP and the Company. These expenses may not necessarily reflect the actual expenses that EQM or EQGP would have incurred on a stand-alone basis. EQM and EQGP are unable to estimate what those costs would have been on a stand-alone basis. The omnibus agreement between EQGP and the Company was terminated on January 10, 2019. See Note 2 . On November 13, 2018, Equitrans Midstream entered into a working capital loan agreement with EQGP (the EQGP Working Capital Facility), through which the Company agreed to make interest-bearing loans available in an aggregate principal amount not to exceed $20 million outstanding at any one time. The EQGP Working Capital Facility was terminated on January 10, 2019. See Note 2 . As of December 31, 2018, EQGP had approximately $1 million of borrowings outstanding under the EQGP Working Capital Facility, all of which was forgiven in connection with the termination of the EQGP Working Capital Facility. During the period from November 13, 2018 through December 31, 2018, the maximum outstanding borrowing was $3.3 million , the average daily balance was approximately $0.9 million and the weighted average annual interest rate was 4.1% . |
Investment in Unconsolidated En
Investment in Unconsolidated Entity | 3 Months Ended |
Mar. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Entity | Investment in Unconsolidated Entity The MVP Joint Venture is constructing the Mountain Valley Pipeline (MVP), an estimated 300 -mile natural gas interstate pipeline that will span from northern West Virginia to southern Virginia. EQM is the operator of the MVP and owned a 45.5% interest in the MVP project as of March 31, 2019 . The MVP Joint Venture is a variable interest entity because it has insufficient equity to finance its activities during the construction stage of the project. The Company, through EQM, is not the primary beneficiary of the MVP Joint Venture because the Company does not have the power to direct the activities that most significantly affect the MVP Joint Venture's economic performance. Certain business decisions, such as decisions to make distributions of cash, require a greater than 66 2/3% ownership interest approval, and no one member owns more than a 66 2/3% interest. In April 2018, the MVP Joint Venture announced the MVP Southgate project, a proposed 70 -mile interstate pipeline that will extend from the MVP at Pittsylvania County, Virginia to new delivery points in Rockingham and Alamance Counties, North Carolina. As of March 31, 2019 , EQM had a 47.2% ownership interest in the MVP Southgate project and will operate the pipeline. Subject to approval by the FERC, the MVP Southgate project has a targeted in-service date of the fourth quarter of 2020. In March 2019 , the MVP Joint Venture issued a capital call notice for the funding of the MVP project to MVP Holdco, LLC (MVP Holdco), a direct, wholly-owned subsidiary of EQM, for $149.8 million , of which $25.5 million and $124.3 million is expected to be paid in May 2019 and June 2019 , respectively. In addition, in March 2019 , the MVP Joint Venture issued a capital call notice for the funding of the MVP Southgate project to MVP Holdco for $6.6 million , of which $0.8 million was paid in April 2019 , and $1.2 million and $4.6 million is expected to be paid in May 2019 and June 2019 , respectively. The capital contribution payable and the corresponding increase to the investment balance are reflected on the consolidated balance sheet as of March 31, 2019 . The interests in MVP and MVP Southgate are equity method investments for accounting purposes because EQM has the ability to exercise significant influence over the MVP Joint Venture's operating and financial policies. Accordingly, EQM records adjustments to the investment balance for contributions to or distributions from the MVP Joint Venture and for EQM's pro-rata share of MVP Joint Venture earnings. Equity income, which is primarily related to EQM's pro-rata share of the MVP Joint Venture's AFUDC on the construction of the MVP, is reported in equity income in the Company's statements of condensed consolidated operations. Pursuant to the MVP Joint Venture's limited liability company agreement, EQM is obligated to issue a performance guarantee in favor of the MVP Joint Venture to provide performance assurances of MVP Holdco's obligations to fund its proportionate share of the construction budget for the MVP project. In January 2019, EQM issued a performance guarantee in an amount equal to 33% of EQM's proportionate share of the construction budget for the MVP project, which was $261 million at the time of issuance. The amount of the performance guarantee will decrease based on the capital contributions made by MVP Holdco to the MVP Joint Venture. As of March 31, 2019 , the performance guarantee remained at $261 million . In addition, in February 2019, EQM issued a performance guarantee of $14 million in favor of the MVP Joint Venture for the MVP Southgate project. Upon the FERC's initial release to begin construction of the MVP Southgate project, EQM's current MVP Southgate performance guarantee will be terminated, and EQM will be obligated to issue a new guarantee in an amount equal to 33% of EQM's proportionate share of the remaining capital obligations for the MVP Southgate project. As of March 31, 2019 , EQM's maximum financial statement exposure related to the MVP Joint Venture was approximately $1,792 million , which consists of the investment in unconsolidated entity balance on the consolidated balance sheet as of March 31, 2019 and amounts that could have become due under EQM's performance guarantees as of that date. The following tables summarize the unaudited condensed financial statements of the MVP Joint Venture. Condensed Consolidated Balance Sheets March 31, 2019 December 31, 2018 (Thousands) Current assets $ 696,893 $ 687,657 Non-current assets 3,526,691 3,223,220 Total assets $ 4,223,584 $ 3,910,877 Current liabilities $ 571,907 $ 617,355 Non-current liabilities 2,192 — Equity 3,649,485 3,293,522 Total liabilities and equity $ 4,223,584 $ 3,910,877 Condensed Statements of Consolidated Operations Three Months Ended March 31, 2019 2018 (Thousands) Environmental remediation reserve $ (2,192 ) $ — Other income 2,913 534 Net interest income 20,235 5,649 AFUDC — equity 47,216 13,182 Net income $ 68,172 $ 19,365 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt Equitrans Midstream Credit Facility. In October 2018, Equitrans Midstream entered into a credit facility agreement that provides for $100 million in borrowing capacity and matures in October 2023 (the Equitrans Midstream Credit Facility). Equitrans Midstream amended the Equitrans Midstream Credit Facility on December 31, 2018 to, among other things, permit the incurrence of the borrowings under the Term Loan Credit Agreement (defined herein). The Equitrans Midstream Credit Facility is available for general corporate purposes and to fund ongoing working capital requirements. Subject to satisfaction of certain conditions, the Equitrans Midstream Credit Facility has an accordion feature that allows the Company to increase the available borrowings under the facility by up to an additional $200 million . The Equitrans Midstream Credit Facility has a sublimit of up to $25 million for same-day swing line advances and a sublimit of up to $15 million for letters of credit. The Company had $13 million of borrowings outstanding and no letters of credit outstanding under the Equitrans Midstream Credit Facility as of March 31, 2019 . The Company had $17 million of borrowings outstanding and no letters of credit outstanding under the Equitrans Midstream Credit Facility as of December 31, 2018 . During the three months ended March 31, 2019 , the maximum outstanding borrowings was $44 million , the average daily balance was approximately $12 million and the weighted average annual interest rate for the period was 4.2% . Equitrans Midstream Term Loan Facility . In December 2018, Equitrans Midstream entered into a term loan credit agreement (the Term Loan Credit Agreement) that provides for a senior secured term loan facility in an aggregate principal amount of $600 million and matures in January 2024 (the Term Loans). The Company received net proceeds from the Term Loans of $568.1 million , inclusive of a discount of $18.0 million and estimated debt issuance costs of $13.9 million . The net proceeds were used to fund the EQGP Buyout, including certain fees, costs and expenses in connection therewith, and the remainder was used for general corporate purposes. The Term Loan Credit Agreement provides the Company with the right to request incremental term loans in an aggregate amount of up to $150 million minus the aggregate commitments under the Equitrans Midstream Credit Facility (or any other permitted pari passu revolving credit agreement then in effect), plus the amount of any voluntary prepayment in respect of the Term Loans. The lenders under the Term Loan Credit Agreement are under no obligation to provide such incremental commitments or term loans and any addition of or increase in commitments or term loans is subject to certain customary conditions precedent. As of March 31, 2019 , the current portion of the Term Loans was $6.0 million and is recorded in the current portion of long-term debt on the condensed consolidated balance sheet. The Company had $598.5 million of borrowings outstanding and no letters of credit outstanding under the Term Loan Credit Agreement as of March 31, 2019 . The Company had $600 million of borrowings outstanding and no letters of credit outstanding under the Term Loan Credit Agreement as of December 31, 2018 . During the three months ended March 31, 2019 , the weighted average annual interest rate for the period was 7.0% . EQGP Working Capital Facility with EQT. Prior to the Separation, EQGP had a working capital loan agreement with EQT (the EQGP Working Capital Facility with EQT), through which EQT agreed to make interest-bearing loans available in an aggregate principal amount not to exceed $50 million outstanding at any one time. Borrowings outstanding under the EQGP Working Capital Facility with EQT were presented in accounts payable as an amount due to related party on the consolidated balance sheet. On November 12, 2018, EQGP repaid $3.2 million of borrowings outstanding under the facility, and EQT terminated the working capital loan agreement. During the three months ended March 31, 2018 , the maximum outstanding borrowing was $0.2 million and the weighted average annual interest rate was approximately 3.1% . EQM Revolving Credit Facility. On October 31, 2018, EQM amended and restated its credit facility to increase the borrowing capacity from $1 billion to $3 billion and extend the term to October 2023 (the EQM Credit Facility). The EQM Credit Facility is available for general partnership purposes, including to purchase assets, and to fund working capital requirements and capital expenditures, pay distributions and repurchase units. Subject to satisfaction of certain conditions, the EQM Credit Facility has an accordion feature that allows EQM to increase the available borrowings under the facility by up to an additional $750 million . The EQM Credit Facility has a sublimit of up to $250 million for same-day swing line advances and a sublimit of up to $400 million for letters of credit. In addition, EQM has the ability to request that one or more lenders make available term loans under the EQM Credit Facility, subject to the satisfaction of certain conditions. Such term loans would be secured by cash and qualifying investment grade securities. EQM's obligations under the revolving portion of the EQM Credit Facility are unsecured. As of March 31, 2019 , EQM had approximately $1.1 billion of borrowings outstanding and $1 million of letters of credit outstanding under the EQM Credit Facility. As of December 31, 2018 , EQM had approximately $625 million of borrowings outstanding and $1 million of letters of credit outstanding under the EQM Credit Facility. During the three months ended March 31, 2019 , the maximum outstanding borrowings was $1.1 billion , the average daily balance was approximately $942 million and the weighted average annual interest rate for the period was approximately 3.9% . During the three months ended March 31, 2018 , the maximum outstanding borrowings was $420 million , the average daily balance was approximately $301 million and the weighted average annual interest rate for the period was approximately 3.0% . EQM $2.5 Billion Senior Notes. During the second quarter of 2018, EQM issued 4.75% senior notes due July 2023 in the aggregate principal amount of $1.1 billion , 5.50% senior notes due July 2028 in the aggregate principal amount of $850 million and 6.50% senior notes due July 2048 in the aggregate principal amount of $550 million (collectively, the EQM $2.5 Billion Senior Notes). EQM received net proceeds from the offering of approximately $2,465.8 million , inclusive of a discount of $11.8 million and estimated debt issuance costs of $22.4 million . The net proceeds were used to repay the outstanding balances under the EQM Term Loan Facility (defined below) and the RMP $850 Million Facility (defined below), and the remainder was used for general partnership purposes. The EQM $2.5 Billion Senior Notes were issued pursuant to new supplemental indentures to EQM's existing indenture dated August 1, 2014. The EQM $2.5 Billion Senior Notes contain covenants that limit EQM's ability to, among other things, incur certain liens securing indebtedness, engage in certain sale and leaseback transactions and enter into certain consolidations, mergers, conveyances, transfers or leases of all or substantially all of EQM's assets. EQM 4.125% and 4.00% Senior Notes. In the fourth quarter of 2016, EQM issued $500 million aggregate principal amount of 4.125% senior notes due December 2026 (the 4.125% Senior Notes). EQM used the net proceeds from the offering to repay the then outstanding borrowings under a predecessor to the EQM Credit Facility and for general partnership purposes. In the third quarter of 2014, EQM issued $500 million aggregate principal amount of 4.00% senior notes due August 2024 (the 4.00% Senior Notes). EQM used the net proceeds from the offering to repay the outstanding borrowings under a predecessor to the EQM Credit Facility and for general partnership purposes. Both the 4.125% Senior Notes and the 4.00% Senior Notes contain covenants that limit EQM's ability to, among other things, incur certain liens securing indebtedness, engage in certain sale and leaseback transactions and enter into certain consolidations, mergers, conveyances, transfers or leases of all or substantially all of EQM's assets. EQM Term Loan Facility . On April 25, 2018, EQM entered into a $2.5 billion unsecured multi-draw 364 -day term loan facility with a syndicate of lenders (the EQM Term Loan Facility). The EQM Term Loan Facility was used to fund the cash consideration for the Drop-Down Transaction, to repay borrowings under EQM's then-existing revolving credit facility and for other general partnership purposes. In connection with EQM's issuance of the EQM $2.5 billion Senior Notes (defined above), on June 25, 2018, the balance outstanding under the EQM Term Loan Facility was repaid and the EQM Term Loan Facility was terminated. As a result of the termination, EQM expensed $3 million of deferred issuance costs. From April 25, 2018 through June 25, 2018, the maximum amount of EQM's outstanding borrowings under the EQM Term Loan Facility at any time was $1,825 million and the average daily balance was approximately $1,231 million . EQM incurred interest at a weighted average annual interest rate of approximately 3.3% for the period from April 25, 2018 through June 25, 2018. RMP $850 Million Facility. RM Operating LLC (formerly Rice Midstream OpCo LLC), a wholly-owned subsidiary of RMP, had an $850 million credit facility (the RMP $850 Million Facility). In connection with the completion of the EQM-RMP Mergers, on July 23, 2018 , EQM repaid the approximately $260 million of borrowings outstanding under the RMP $850 Million Facility and the RMP $850 Million Facility was terminated. Prior to its termination, the RMP $850 Million Facility was available for general partnership purposes, including to purchase assets, and to fund working capital requirements and capital expenditures, pay distributions and repurchase units. The RMP $850 Million Facility was secured by mortgages and other security interests on substantially all of RMP's properties and was guaranteed by RMP and its restricted subsidiaries. During the three months ended March 31, 2018 , the maximum outstanding borrowings were $336 million , the average daily balance was approximately $308 million and the weighted average annual interest rate for the period was approximately 3.6% . As of March 31, 2019 , ETRN and EQM were in compliance with all debt provisions and covenants. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The carrying values of cash and cash equivalents, accounts receivable, amounts due to/from related parties and accounts payable approximate fair value due to the short maturity of the instruments; as such, their fair values are Level 1 fair value measurements. The carrying value of the credit facility borrowings approximates fair value as the interest rates are based on prevailing market rates; this is considered a Level 1 fair value measurement. As the Company's borrowings under the Term Loan Credit Agreement and EQM's senior notes are not actively traded, their fair values are estimated using an income approach model that applies a discount rate based on prevailing market rates for debt with similar remaining time-to-maturity and credit risk; as such, their fair values are Level 2 fair value measurements. As of March 31, 2019 and December 31, 2018 , the estimated fair value of the Company's borrowings under the Term Loan Credit Agreement was approximately $602 million and $590 million , respectively, and the carrying value of the Company's borrowings under the Term Loan Credit Agreement was approximately $568 million for both periods. As of March 31, 2019 and December 31, 2018 , the estimated fair value of EQM's senior notes was approximately $3,504 million and $3,425 million , respectively, and the carrying value of EQM's senior notes was approximately $3,458 million and $3,457 million , respectively. The fair value of the Preferred Interest is a Level 3 fair value measurement and is estimated using an income approach model that applies a market-based discount rate. As of March 31, 2019 and December 31, 2018 , the estimated fair value of the Preferred Interest was approximately $124 million and $122 million , respectively, and the carrying value of the Preferred Interest was approximately $114 million and $115 million , respectively. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share In connection with the Distribution described in Note 1 , and based on the 254,586,700 shares of outstanding common stock of EQT (EQT common stock) as of the record date for the Distribution, the Company issued 254,268,864 shares of Equitrans Midstream common stock. As of March 31, 2019 , there were 254,683,550 shares of Equitrans Midstream common stock outstanding, of which EQT owned 50,599,503 . Potentially dilutive securities (options and restricted awards) included in the calculation of diluted earnings per share totaled 50,876 and 601,622 for the three months ended March 31, 2019 and 2018 , respectively. For periods prior to the Separation Date, earnings per share shown on the statements of condensed consolidated comprehensive income were calculated based on the shares of Equitrans Midstream common stock distributed in connection with the Separation and Distribution and is considered pro forma in nature. Prior to the Separation Date, the Company did not have any issued or outstanding common stock (other than shares owned by EQT). |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective tax rate was 14.0% for the three months ended March 31, 2019 , compared to 9.4% for the three months ended March 31, 2018 . The effective tax rate is higher for the three months ended March 31, 2019 compared to the three months ended March 31, 2018 because of Rice Midstream Holdings' income not subject to tax expense and higher income attributable to noncontrolling limited partners in 2018 . Prior to October 22, 2018, Rice Midstream Holdings was a multi-member limited liability company; therefore, the earnings of Rice Midstream Holdings and its subsidiaries were not subject to federal income tax. In the fourth quarter of 2018 , Rice Midstream Holdings was merged out of existence as part of internal restructurings. Excluding other items, the effective tax rates for both periods are lower than the statutory rates because the Company does not record income tax expense on the portion of its income attributable to the noncontrolling limited partners of EQM and, for the period prior to the Limited Call Right, attributable to the noncontrolling limited partners of EQGP. |
Consolidated Variable Interest
Consolidated Variable Interest Entities | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidated Variable Interest Entities | Consolidated Variable Interest Entities As of March 31, 2019 , the Company determined EQM to be a variable interest entity. In addition, as of December 31, 2018, EQGP was also a variable interest entity. Through the Company's ownership and control of the general partners of EQGP and EQM, the Company had the power to direct the activities that most significantly affected EQGP's and EQM's economic performance during the periods presented. Through its limited and general partner interests in EQGP prior to the EQM IDR Transaction, its limited partner interest in EQM and through EQGP's general partner interest, limited partner interest and IDRs in EQM prior to the EQM IDR Transaction, the Company had the right to receive benefits from, as well as the obligation to absorb the losses of, EQGP and EQM. On January 10, 2019, following the completion of the EQGP Buyout, EQGP became an indirect, wholly-owned subsidiary of the Company. As the Company is the primary beneficiary of and has a controlling financial interest in EQGP and EQM, the Company consolidated EQGP, which, prior to the EQGP Buyout, consolidated EQM for the periods presented. See Note 2 . In addition, for discussion of related party transactions, see Note 7 . The Company continues to consolidate EQM. The risks associated with the operations of EQM are discussed in its Annual Report on Form 10-K for the year ended December 31, 2018 , as updated by any Quarterly Reports on Form 10-Q. See further discussion of the impact that ETRN's ownership and control of EQM had on ETRN's financial position, results of operations and cash flows included in ETRN's Annual Report on Form 10-K for the year ended December 31, 2018 , including in the section captioned "Management's Discussion and Analysis of Financial Condition and Results of Operations." The following table presents assets and liabilities included in the Company's consolidated balance sheets that were for the use or obligation of EQM, inclusive of receivables and payables due from or to related parties. March 31, 2019 December 31, 2018 (Thousands) ASSETS Cash and cash equivalents $ 23,839 $ 17,515 Accounts receivable (a) 259,340 254,390 Other current assets 13,286 14,909 Net property, plant and equipment (b) 5,995,385 5,806,628 Investment in unconsolidated entity 1,673,325 1,510,289 Goodwill 1,123,813 1,123,813 Net intangible assets 565,726 576,113 Restricted cash 50,000 — Other assets 183,871 152,464 LIABILITIES Accounts payable (a) $ 143,186 $ 207,877 Capital contribution payable to the MVP Joint Venture 156,412 169,202 Accrued interest 41,302 80,199 Accrued liabilities 20,165 20,672 Credit facility borrowings 1,082,000 625,000 EQM Senior notes 3,457,981 3,456,639 Regulatory and other long-term liabilities 67,414 38,724 (a) Accounts receivable as of March 31, 2019 and December 31, 2018 included $182.2 million and $174.8 million , respectively, of receivables due from EQT. Accounts payable as of December 31, 2018 included approximately $34.0 million of related party accounts payable to EQT. There was no related party balance with EQT included in accounts payable as of March 31, 2019 . (b) Includes approximately $49.7 million conveyed to EQM in the Shared Assets Transaction primarily consisting of IT infrastructure, office equipment, vehicles and office leases. See Note 2 . The following table summarizes EQM's statements of consolidated operations and cash flows, inclusive of transactions with related parties. Three Months Ended March 31, 2019 2018 (Thousands) Operating revenues $ 389,782 $ 371,026 Operating expenses 121,768 105,228 Other expenses, net (16,083 ) (2,955 ) Net income $ 251,931 $ 262,843 Net cash provided by operating activities $ 160,973 $ 283,958 Net cash used in investing activities $ (350,357 ) $ (286,529 ) Net cash provided by financing activities $ 245,708 $ 29,388 |
Stock-based Compensation Plans
Stock-based Compensation Plans | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation Plans | Stock-based Compensation Plans 2019 Performance Share Unit Program. Effective in 2019 , the Management Development and Compensation Committee of the Board of Directors of the Company (the Compensation Committee) adopted the 2019 Performance Share Unit Program (2019 PSU Program) under the 2018 Long-Term Incentive Plan. The 2019 PSU Program was established to align the interests of key employees with the interests of shareholders and the strategic objectives of the Company. A total of 726,835 units were granted on March 1, 2019 under the 2019 PSU Program. The vesting of the units under the 2019 PSU Program will occur upon payment after December 31, 2021 (the end of the three -year performance period). The payout will vary between zero and 200% of the number of outstanding units contingent upon a combination of the level of total shareholder return relative to a predefined peer group and the cumulative total shareholder return per share over the period January 1, 2019 through December 31, 2021. If earned at the target payout level of 100% , 496,768 of the 2019 PSU Program units are expected to be distributed in Company common stock and 230,067 of the 2019 PSU Program units are expected to be paid in cash. 2019 Restricted Stock and Restricted Stock Unit Awards. Effective March 1, 2019 , the Compensation Committee granted 331,180 restricted stock equity and 244,195 restricted stock unit liability awards. The restricted stock equity awards and restricted stock unit liability awards will be fully vested at the end of the three -year period commencing on January 1, 2019, assuming continued employment. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events See Notes 2 and 3 for a discussion of the Private Placement and Bolt-on Acquisition, respectively, both of which closed on April 10, 2019 . |
Financial Statements (Policies)
Financial Statements (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation. As of December 31, 2018, the Former EQGP General Partner was a wholly-owned subsidiary of Equitrans Gathering and controlled EQGP through its general partner interest in EQGP; therefore, the financial statements of Equitrans Midstream consolidate EQGP. As of December 31, 2018, the Former EQM General Partner was a wholly-owned subsidiary of EQGP and controlled EQM through its general partner interest in EQM; therefore, the financial statements of EQGP consolidated EQM. For each of the periods prior to the Separation presented in this Quarterly Report on Form 10-Q, the consolidated financial statements and related notes include the assets, liabilities and results of operations of the Midstream Business that were transferred to Equitrans Midstream upon the closing of the Distribution and represent the predecessor for accounting purposes of Equitrans Midstream (the Predecessor). References in these financial statements to Equitrans Midstream or the Company refer collectively to Equitrans Midstream Corporation and the Predecessor as applicable for all periods presented. Predecessor financial information has been derived from EQT's consolidated financial statements and accounting records and reflects the historical results of operations, financial position and cash flows of the Company as if the Midstream Business had been consolidated for all periods presented. The financial statements include expense allocations for certain corporate functions historically performed by EQT, such as executive oversight, accounting, treasury, tax, legal, supply chain, information technology and share-based compensation. See Note 7 . The Company believes the assumptions underlying the consolidated financial statements are reasonable; however, as organizational structure and strategic focus dictate expenses incurred, the financial statements may not include all expenses that would have been incurred had the Company existed as a standalone, publicly traded company for the three months ended March 31, 2018. Similarly, the financial statements may not reflect the results of operations, financial position and cash flows had the Company existed as a standalone, publicly traded company during that period. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the requirements of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these financial statements include all adjustments (consisting of only normal, recurring adjustments, unless otherwise disclosed in this Form 10-Q) necessary for a fair presentation of the financial position of the Company as of March 31, 2019 and December 31, 2018 , the results of its operations for the three months ended March 31, 2019 and 2018 and its cash flows and equity for the three months ended March 31, 2019 and 2018 . The condensed consolidated balance sheet at December 31, 2018 has been derived from the audited financial statements at that date but does not include all of the information and notes required by GAAP for complete financial statements. Due to the seasonal nature of EQM's utility customer contracts, the interim statements for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 . For further information, refer to the Company's annual combined consolidated financial statements and related notes for the year ended December 31, 2018 , as well as "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained therein. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In February 2016, the FASB issued ASU 2016-02, Leases . The standard requires entities to record assets and obligations for contracts currently recognized as operating leases. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements . The update provides an optional transition method of adoption that permits entities to initially apply the standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Under the optional transition method, comparative financial information and disclosures are not required. The update also provides transition practical expedients. The standard requires disclosures of the nature, maturity and value of an entity's lease liabilities and elections taken by the entity. In March 2019, the FASB issued ASU 2019-01, Leases (Topic 842): Codification Improvements , which, among other things, clarifies interim disclosure requirements in the year of ASU 2016-02 adoption. The Company adopted ASU 2016-02, ASU 2018-11 and ASU 2019-01 on January 1, 2019 using the optional transition method of adoption. The Company uses a lease accounting system to monitor its current population of lease contracts. The Company implemented processes and controls to review new lease contracts for appropriate accounting treatment in the context of the standards and to generate disclosures required under the standards. For the disclosures required by the standards, see Note 4 . In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses: Measurement of Credit Losses on Financial Instruments . The standard amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost basis, this standard eliminates the probable initial recognition threshold in current GAAP and, in its place, requires an entity to recognize its current estimate of all expected credit losses. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables and any other financial assets not excluded from the scope of the standard that have the contractual right to receive cash. The standard will be effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period. The Company is currently evaluating the effect this standard will have on its financial statements and related disclosures. In February 2018, the FASB issued ASU 2018-02, Income Statement, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which allows for a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of information reported to financial statement users. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company adopted the standard in the first quarter of 2019 with no significant effect on its financial statements or related disclosures. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement, Changes to the Disclosure Requirements for Fair Value Measurement , which makes a number of changes to the hierarchy associated with Level 1, 2 and 3 fair value measurements and the related disclosure requirements. This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effect this standard will have on its financial statements and related disclosures but does not expect the adoption of this standard to have a material effect on its financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other: Internal-Use Software , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company early-adopted the standard using the prospective method of adoption on January 1, 2019. Following the adoption of ASU 2018-15, the Company began capitalizing certain implementation costs related to cloud computing arrangements that are service contracts. The capitalized portion of these costs are included in the property, plant and equipment line on the consolidated balance sheets and will be amortized over the term of the Company's hosting arrangement, which has a fixed term of 7 years. For the three months ended March 31, 2019 , the Company did no t recognize any amortization expense related to implementation costs on its cloud computing arrangements as such assets were not in use. The costs will be included in the selling, general and administrative expense line on the accompanying statements of consolidated operations when recognized. In August 2018, the SEC adopted a final rule under SEC Release No. 33-10532, Disclosure Update and Simplification , that amends certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. The amendments also expanded the disclosure requirements on the analysis of stockholders' equity for interim financial statements, in that registrants must now analyze changes in stockholders’ equity, in the form of reconciliation, for the current and comparative year-to-date periods, with subtotals for each interim period. This final rule was effective on November 5, 2018 and the Company assessed the impact on its consolidated financial statements disclosures to be not significant. The Company adopted the final rule and began applying this disclosure change to its statement of consolidated equity in the first quarter of 2019. |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Schedule of Operating Lease Cost | The following table summarizes operating lease cost for the three months ended March 31, 2019 . Three Months Ended March 31, 2019 (Thousands) Operating lease cost $ 1,933 Short-term lease cost 405 Variable lease cost 13 Sublease (income) (84 ) Total lease cost $ 2,267 |
Schedule of Operating Lease Liability Maturities | The following table summarizes undiscounted cash flows owed by the Company to lessors pursuant to contractual agreements in effect as of March 31, 2019 and related imputed interest. The majority of the Company's lease agreements have multiple renewal periods at the Company's option; however, because none of the renewal periods are reasonably assured to be exercised, the associated operating lease payments have not been included in the table below. March 31, 2019 (Thousands) 2019 $ 5,262 2020 6,275 2021 6,155 2022 6,229 2023 5,981 2024 5,901 Thereafter 30,663 Total 66,466 Less: imputed interest 17,793 Present value of operating lease liability $ 48,673 |
Financial Information by Busi_2
Financial Information by Business Segment (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Revenue from External Customers and Operating Income and Reconciliation to Net Income | Three Months Ended March 31, 2019 2018 (Thousands) Revenues from external customers (including related parties): Gathering $ 261,881 $ 237,390 Transmission 109,859 106,934 Water 18,042 26,702 Total operating revenues $ 389,782 $ 371,026 Operating income: Gathering $ 182,078 $ 171,035 Transmission 84,750 79,451 Water 1,186 15,312 Other (a) (7,973 ) (16,458 ) Total operating income $ 260,041 $ 249,340 Reconciliation of operating income to net income: Equity income (b) $ 31,063 $ 8,811 Other income 1,861 904 Net interest expense 60,949 12,102 Income tax expense 32,450 23,209 Net income $ 199,566 $ 223,744 (a) Other operating loss includes Separation and other transaction costs and the selling, general and administrative expenses incurred by the Company separate from and in addition to similar costs incurred by EQM. (b) Equity income is included in the Transmission segment. |
Schedule of Segment Assets | March 31, 2019 December 31, 2018 (Thousands) Segment assets: Gathering $ 6,234,581 $ 6,011,654 Transmission (a) 3,243,578 3,066,659 Water 242,334 237,602 Total operating segments 9,720,493 9,315,915 Headquarters, including cash 554,879 1,207,920 Total assets $ 10,275,372 $ 10,523,835 (a) The equity investment in the MVP Joint Venture is included in the Transmission segment. |
Schedule of Depreciation and Amortization and Expenditures for Segment Assets | Three Months Ended March 31, 2019 2018 (Thousands) Depreciation: Gathering $ 28,116 $ 23,068 Transmission 12,533 12,441 Water 6,416 5,771 Other 3,446 62 Total $ 50,511 $ 41,342 Expenditures for segment assets: Gathering $ 158,000 $ 134,138 Transmission 18,762 18,929 Water 9,175 2,375 Other 3,396 — Total (a) $ 189,333 $ 155,442 (a) The Company accrues capital expenditures when the work has been completed but the associated bills have not yet been paid. Accrued capital expenditures are excluded from the statements of condensed consolidated cash flows until they are paid. Accrued capital expenditures were approximately $89.7 million and $109.3 million at March 31, 2019 and December 31, 2018 , respectively. Accrued capital expenditures were approximately $75.5 million and $90.7 million at March 31, 2018 and December 31, 2017 , respectively. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenue Information, by Business Segment | The tables below provide disaggregated revenue information by business segment. Three Months Ended March 31, 2019 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues $ 128,959 $ 99,224 $ — $ 228,183 Volumetric-based fee revenues 132,922 10,635 — 143,557 Water services revenues — — 18,042 18,042 Total operating revenues $ 261,881 $ 109,859 $ 18,042 $ 389,782 Three Months Ended March 31, 2018 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues $ 109,933 $ 97,775 $ — $ 207,708 Volumetric-based fee revenues 127,457 9,159 — 136,616 Water services revenues — — 26,702 26,702 Total operating revenues $ 237,390 $ 106,934 $ 26,702 $ 371,026 |
Summary of Remaining Performance Obligations | The following table summarizes the transaction price allocated to the Company's remaining performance obligations under all contracts with firm reservation fees and MVCs as of March 31, 2019 . 2019 (a) 2020 2021 2022 2023 Thereafter Total (Thousands) Gathering firm reservation fees $ 353,984 $ 563,215 $ 573,214 $ 573,214 $ 573,214 $ 2,312,931 $ 4,949,772 Gathering revenues supported by MVCs 55,503 74,617 74,413 74,413 74,413 68,689 422,048 Transmission firm reservation fees 283,230 345,456 340,937 335,850 295,947 2,178,142 3,779,562 Total $ 692,717 $ 983,288 $ 988,564 $ 983,477 $ 943,574 $ 4,559,762 $ 9,151,382 (a) April 1, 2019 through December 31, 2019 |
Investment in Unconsolidated _2
Investment in Unconsolidated Entity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Unaudited Condensed Financial Statements for the Investment in Unconsolidated Equity | The following tables summarize the unaudited condensed financial statements of the MVP Joint Venture. Condensed Consolidated Balance Sheets March 31, 2019 December 31, 2018 (Thousands) Current assets $ 696,893 $ 687,657 Non-current assets 3,526,691 3,223,220 Total assets $ 4,223,584 $ 3,910,877 Current liabilities $ 571,907 $ 617,355 Non-current liabilities 2,192 — Equity 3,649,485 3,293,522 Total liabilities and equity $ 4,223,584 $ 3,910,877 Condensed Statements of Consolidated Operations Three Months Ended March 31, 2019 2018 (Thousands) Environmental remediation reserve $ (2,192 ) $ — Other income 2,913 534 Net interest income 20,235 5,649 AFUDC — equity 47,216 13,182 Net income $ 68,172 $ 19,365 |
Consolidated Variable Interes_2
Consolidated Variable Interest Entities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Consolidated Variable Interest Entity | The following table summarizes EQM's statements of consolidated operations and cash flows, inclusive of transactions with related parties. Three Months Ended March 31, 2019 2018 (Thousands) Operating revenues $ 389,782 $ 371,026 Operating expenses 121,768 105,228 Other expenses, net (16,083 ) (2,955 ) Net income $ 251,931 $ 262,843 Net cash provided by operating activities $ 160,973 $ 283,958 Net cash used in investing activities $ (350,357 ) $ (286,529 ) Net cash provided by financing activities $ 245,708 $ 29,388 The following table presents assets and liabilities included in the Company's consolidated balance sheets that were for the use or obligation of EQM, inclusive of receivables and payables due from or to related parties. March 31, 2019 December 31, 2018 (Thousands) ASSETS Cash and cash equivalents $ 23,839 $ 17,515 Accounts receivable (a) 259,340 254,390 Other current assets 13,286 14,909 Net property, plant and equipment (b) 5,995,385 5,806,628 Investment in unconsolidated entity 1,673,325 1,510,289 Goodwill 1,123,813 1,123,813 Net intangible assets 565,726 576,113 Restricted cash 50,000 — Other assets 183,871 152,464 LIABILITIES Accounts payable (a) $ 143,186 $ 207,877 Capital contribution payable to the MVP Joint Venture 156,412 169,202 Accrued interest 41,302 80,199 Accrued liabilities 20,165 20,672 Credit facility borrowings 1,082,000 625,000 EQM Senior notes 3,457,981 3,456,639 Regulatory and other long-term liabilities 67,414 38,724 (a) Accounts receivable as of March 31, 2019 and December 31, 2018 included $182.2 million and $174.8 million , respectively, of receivables due from EQT. Accounts payable as of December 31, 2018 included approximately $34.0 million of related party accounts payable to EQT. There was no related party balance with EQT included in accounts payable as of March 31, 2019 . (b) Includes approximately $49.7 million conveyed to EQM in the Shared Assets Transaction primarily consisting of IT infrastructure, office equipment, vehicles and office leases. See Note 2 . |
Financial Statements (Details)
Financial Statements (Details) - USD ($) $ in Millions | Nov. 12, 2018 | May 22, 2018 | May 01, 2018 | Nov. 13, 2017 | Mar. 31, 2019 |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Cash distributions paid (as a percent) | 80.10% | ||||
Cloud Computing Arrangements | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Hosing arrangement, fixed term (in years) | 7 years | ||||
Amortization of intangible assets | $ 0 | ||||
EQT Corporation and Subsidiaries | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Limited partner ownership interest (as a percent) | 19.90% | ||||
Strike Force Midstream Holdings LLC | Strike Force Midstream | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Limited partner ownership interest (as a percent) | 75.00% | ||||
EQM | Gulfport Transaction | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Cash consideration | $ 175 | ||||
Limited partner ownership interest (as a percent) | 100.00% | ||||
EQM | May 2018 Acquisition | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Cash consideration | $ 1,150 | ||||
Common units (in shares) | 5,889,282 |
Investments in Consolidated, _2
Investments in Consolidated, Non-Wholly-Owed Entities (Details) | Apr. 23, 2019USD ($)$ / shares | Mar. 31, 2019USD ($)shares | Mar. 13, 2019USD ($)day$ / sharesshares | Feb. 13, 2019USD ($)shares | Jan. 10, 2019USD ($)$ / sharesshares | Jan. 03, 2019USD ($)shares | Dec. 31, 2018USD ($) | Dec. 31, 2018shares | Mar. 31, 2019USD ($)shares | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) |
Class of Stock [Line Items] | |||||||||||
Purchase of EQGP common units | $ 238,455,000 | ||||||||||
Results of the EQGP Buyout and the EQM IDR Transaction | (346,543,000) | $ (17,000) | |||||||||
Convertible basis (percentage) | 100.00% | ||||||||||
Convertible units | $ 30,000,000 | ||||||||||
Threshold percentage of stock price trigger | 140.00% | ||||||||||
Threshold trading days | day | 20 | ||||||||||
Threshold amount of stock price trigger | $ 500,000 | ||||||||||
Threshold consecutive trading days | day | 20 | ||||||||||
Initial purchase price for the shared assets transaction | $ 49,700,000 | ||||||||||
Distributions paid to noncontrolling interest unitholders | $ (94,030,000) | (88,896,000) | |||||||||
Common Class B | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common units held (in shares) | shares | 7,000,000 | 7,000,000 | |||||||||
EQM | Limited Partner Common | |||||||||||
Class of Stock [Line Items] | |||||||||||
Canceled common units (in shares) | shares | 21,811,643 | ||||||||||
Noncontrolling Interests | |||||||||||
Class of Stock [Line Items] | |||||||||||
Purchase of EQGP common units | $ (244,400,000) | ||||||||||
Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Purchase of EQGP common units | $ 38,648,000 | $ (46,800,000) | |||||||||
Results of the EQGP Buyout and the EQM IDR Transaction | 991,098,000 | ||||||||||
Noncontrolling Interests | |||||||||||
Class of Stock [Line Items] | |||||||||||
Purchase of EQGP common units | 199,807,000 | ||||||||||
Results of the EQGP Buyout and the EQM IDR Transaction | $ (1,337,641,000) | $ (64,000) | |||||||||
EQM | Limited Partner Common | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common units held (in shares) | shares | 117,245,455 | 117,245,455 | |||||||||
Limited partner ownership interest (as a percent) | 59.90% | ||||||||||
EQM | EQGP | Limited Partner Common | |||||||||||
Class of Stock [Line Items] | |||||||||||
Partners' capital common units outstanding (in shares) | shares | 21,811,643 | ||||||||||
EQM | Equitrans Gathering Holdings, LLC | Limited Partner Common | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common units held (in shares) | shares | 89,505,616 | 89,505,616 | |||||||||
EQM | Equitrans Gathering Holdings, LLC | Common Class B | Limited Partner Common | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common units held (in shares) | shares | 6,153,907 | 6,153,907 | |||||||||
EQM | EQM GP Corporation | Limited Partner Common | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common units held (in shares) | shares | 89,536 | 89,536 | |||||||||
EQM | EQM GP Corporation | Common Class B | Limited Partner Common | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common units held (in shares) | shares | 6,155 | 6,155 | |||||||||
EQM | Equitrans Midstream Holdings, LLC | Limited Partner Common | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common units held (in shares) | shares | 27,650,303 | 27,650,303 | |||||||||
EQM | Equitrans Midstream Holdings, LLC | Common Class B | Limited Partner Common | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common units held (in shares) | shares | 839,938 | 839,938 | |||||||||
EQM | Equitrans Gathering Holdings, EQM GP Corporation, and Equitrans Midstream Holdings, LLC | Limited Partner Common | |||||||||||
Class of Stock [Line Items] | |||||||||||
Limited partner ownership interest (as a percent) | 56.50% | ||||||||||
EQM | Equitrans Gathering Holdings, EQM GP Corporation, and Equitrans Midstream Holdings, LLC | Common Class B | Limited Partner Common | |||||||||||
Class of Stock [Line Items] | |||||||||||
Limited partner ownership interest (as a percent) | 3.40% | ||||||||||
EQM | Public Ownership Interest | |||||||||||
Class of Stock [Line Items] | |||||||||||
Limited partner ownership interest (as a percent) | 40.10% | ||||||||||
EQGP Unit Purchases | |||||||||||
Class of Stock [Line Items] | |||||||||||
Aggregate purchase price of EQGP Unit Purchases | $ 16,100,000 | $ 291,200,000 | |||||||||
EQGP Unit Purchases | EQGP | |||||||||||
Class of Stock [Line Items] | |||||||||||
Aggregate common units of EQGP Unit Purchases (in shares) | shares | 804,140 | 14,560,281 | |||||||||
Limited Call Right | |||||||||||
Class of Stock [Line Items] | |||||||||||
Aggregate purchase price of EQGP Unit Purchases | $ 221,900,000 | ||||||||||
Limited Call Right | EQGP | |||||||||||
Class of Stock [Line Items] | |||||||||||
Aggregate common units of EQGP Unit Purchases (in shares) | shares | 11,097,287 | ||||||||||
IDR Merger Agreement | |||||||||||
Class of Stock [Line Items] | |||||||||||
Units convertible as of April 1, 2021 | $ 2,500,000 | ||||||||||
Units convertible as of April 1, 2022 | 2,500,000 | ||||||||||
Units convertible as of April 1, 2023 | $ 2,000,000 | ||||||||||
IDR Merger Agreement | EQM | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common units received (in shares) | shares | 80,000,000 | ||||||||||
IDR Merger Agreement | EQM | Common Class B | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common units received (in shares) | shares | 7,000,000 | ||||||||||
Private Placement | EQM | |||||||||||
Class of Stock [Line Items] | |||||||||||
Aggregate number of units owned (in shares) | shares | 24,605,291 | ||||||||||
Cash purchase price for Series A Preferred Units (in dollars per share) | $ / shares | $ 48.77 | ||||||||||
Total gross proceeds for Series A Preferred Units | $ 1,200,000,000 | ||||||||||
Cumulative quarterly distribution increasing percentage (A) | 2.59% | ||||||||||
Cumulative quarterly distribution increasing percentage (B) | 1.725% | ||||||||||
Cash distributions paid per unit (in dollars per share) | $ / shares | $ 1.0364 | ||||||||||
Limited Partner Interest if Series A Preferred Units Were Converted | EQM | Limited Partner Common | |||||||||||
Class of Stock [Line Items] | |||||||||||
Limited partner ownership interest (as a percent) | 53.50% | ||||||||||
Subsequent Event | EQM | |||||||||||
Class of Stock [Line Items] | |||||||||||
Cash distributions paid per unit (in dollars per share) | $ / shares | $ 1.145 | ||||||||||
Subsequent Event | EQM | Limited Partner | |||||||||||
Class of Stock [Line Items] | |||||||||||
Distributions paid to noncontrolling interest unitholders | $ (134,200,000) | ||||||||||
Phantom Share Units (PSUs) | EQGP | |||||||||||
Class of Stock [Line Items] | |||||||||||
Units paid in connection with EQGP Buyout (in dollars per share) | $ / shares | $ 20 | ||||||||||
Units paid in connection with EQGP Buyout (in shares) | shares | 29,829 |
2019 Acquisitions (Details)
2019 Acquisitions (Details) | Mar. 13, 2019USD ($)mi | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Business Acquisition [Line Items] | |||
Restricted cash | $ 50,000,000 | $ 0 | |
Eureka Midstream Holdings, LLC | |||
Business Acquisition [Line Items] | |||
Length of gathering lines (in miles) | mi | 190 | ||
Hornet Midstream Holdings, LLC | |||
Business Acquisition [Line Items] | |||
Length of gathering lines (in miles) | mi | 15 | ||
Eureka Midstream, LLC | Line of credit | |||
Business Acquisition [Line Items] | |||
Credit facility | $ 400,000,000 | ||
Bolt-on Acquisition | EQM | |||
Business Acquisition [Line Items] | |||
Total consideration | 1,030,000,000 | ||
Cash consideration | 860,000,000 | ||
Pro-rata debt assumed | 170,000,000 | ||
Restricted cash | $ 50,000,000 | ||
Bolt-on Acquisition | EQM | Hornet Midstream Holdings, LLC | |||
Business Acquisition [Line Items] | |||
Limited partner ownership interest (as a percent) | 100.00% | ||
Bolt-on Acquisition | EQM | Eureka Midstream Holdings, LLC | |||
Business Acquisition [Line Items] | |||
Limited partner ownership interest (as a percent) | 60.00% |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 |
Lessee, Lease, Description [Line Items] | ||
Operating lease, right-of-use asset | $ 48,300 | |
Operating lease liability | 48,673 | |
Operating lease, right-of-use asset, current | 500 | |
Operating lease, liability, current | $ 4,100 | |
Weighted average remaining lease term | 11 years | |
Weighted average discount rate (percentage) | 6.00% | |
Accounting Standards Update 2016-02 | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, right-of-use asset | $ 49,700 | |
Operating lease liability | $ 47,600 |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Cost (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 1,933 |
Short-term lease cost | 405 |
Variable lease cost | 13 |
Sublease (income) | (84) |
Total lease cost | $ 2,267 |
Leases - Schedule of Operatin_2
Leases - Schedule of Operating Lease Liability Maturities (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
2019 | $ 5,262 |
2020 | 6,275 |
2021 | 6,155 |
2022 | 6,229 |
2023 | 5,981 |
2024 | 5,901 |
Thereafter | 30,663 |
Total | 66,466 |
Less: imputed interest | 17,793 |
Present value of operating lease liability | $ 48,673 |
Financial Information by Busi_3
Financial Information by Business Segment - Narrative (Details) | 3 Months Ended |
Mar. 31, 2019business_linesegment | |
Segment Reporting [Abstract] | |
Number of reportable segments | segment | 3 |
Number of lines of business | business_line | 3 |
Financial Information by Busi_4
Financial Information by Business Segment - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Revenues from external customers (including related parties): | |||||
Total operating revenues | [1] | $ 389,782 | $ 371,026 | ||
Operating income: | |||||
Total operating income | 260,041 | 249,340 | |||
Reconciliation of operating income to net income: | |||||
Equity income | [2] | 31,063 | 8,811 | ||
Other income | 1,861 | 904 | |||
Net interest expense | [3] | 60,949 | 12,102 | ||
Income tax expense | 32,450 | 23,209 | |||
Net income | 199,566 | 223,744 | |||
Segment assets: | |||||
Total assets | 10,275,372 | $ 10,523,835 | |||
Depreciation: | |||||
Total | 50,511 | 41,342 | |||
Expenditures for segment assets: | |||||
Total | 189,333 | 155,442 | |||
Accrued capital expenditures | 89,700 | 75,500 | 109,300 | $ 90,700 | |
Gathering | |||||
Revenues from external customers (including related parties): | |||||
Total operating revenues | 261,881 | 237,390 | |||
Transmission | |||||
Revenues from external customers (including related parties): | |||||
Total operating revenues | 109,859 | 106,934 | |||
Water | |||||
Revenues from external customers (including related parties): | |||||
Total operating revenues | 18,042 | 26,702 | |||
Operating segments | |||||
Segment assets: | |||||
Total assets | 9,720,493 | 9,315,915 | |||
Operating segments | Gathering | |||||
Revenues from external customers (including related parties): | |||||
Total operating revenues | 261,881 | 237,390 | |||
Operating income: | |||||
Total operating income | 182,078 | 171,035 | |||
Segment assets: | |||||
Total assets | 6,234,581 | 6,011,654 | |||
Depreciation: | |||||
Total | 28,116 | 23,068 | |||
Expenditures for segment assets: | |||||
Total | 158,000 | 134,138 | |||
Operating segments | Transmission | |||||
Revenues from external customers (including related parties): | |||||
Total operating revenues | 109,859 | 106,934 | |||
Operating income: | |||||
Total operating income | 84,750 | 79,451 | |||
Segment assets: | |||||
Total assets | 3,243,578 | 3,066,659 | |||
Depreciation: | |||||
Total | 12,533 | 12,441 | |||
Expenditures for segment assets: | |||||
Total | 18,762 | 18,929 | |||
Operating segments | Water | |||||
Revenues from external customers (including related parties): | |||||
Total operating revenues | 18,042 | 26,702 | |||
Operating income: | |||||
Total operating income | 1,186 | 15,312 | |||
Segment assets: | |||||
Total assets | 242,334 | 237,602 | |||
Depreciation: | |||||
Total | 6,416 | 5,771 | |||
Expenditures for segment assets: | |||||
Total | 9,175 | 2,375 | |||
Other/Headquarters | |||||
Operating income: | |||||
Total operating income | (7,973) | (16,458) | |||
Segment assets: | |||||
Total assets | 554,879 | $ 1,207,920 | |||
Depreciation: | |||||
Total | 3,446 | 62 | |||
Expenditures for segment assets: | |||||
Total | $ 3,396 | $ 0 | |||
[1] | Operating revenues included related party revenues from EQT of $284.5 million and $265.6 million for the three months ended March 31, 2019 and 2018, respectively. See Note 7. | ||||
[2] | Represents equity income from Mountain Valley Pipeline, LLC (the MVP Joint Venture). See Note 8. | ||||
[3] | Net interest expense included interest income on the Preferred Interest of $1.6 million and $1.7 million for the three months ended March 31, 2019 and 2018, respectively. |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Schedule of Disaggregated Revenue Information, by Business Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | [1] | $ 389,782 | $ 371,026 |
Firm reservation fee revenues | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 228,183 | 207,708 | |
Volumetric-based fee revenues | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 143,557 | 136,616 | |
Gathering | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 261,881 | 237,390 | |
Gathering | Firm reservation fee revenues | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 128,959 | 109,933 | |
Gathering | Volumetric-based fee revenues | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 132,922 | 127,457 | |
Transmission | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 109,859 | 106,934 | |
Transmission | Firm reservation fee revenues | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 99,224 | 97,775 | |
Transmission | Volumetric-based fee revenues | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 10,635 | 9,159 | |
Water | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 18,042 | 26,702 | |
Water | Firm reservation fee revenues | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 0 | 0 | |
Water | Volumetric-based fee revenues | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | $ 0 | $ 0 | |
[1] | Operating revenues included related party revenues from EQT of $284.5 million and $265.6 million for the three months ended March 31, 2019 and 2018, respectively. See Note 7. |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Summary of Remaining Performance Obligations (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 692,717 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | 983,288 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | 988,564 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | 983,477 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | 943,574 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | 4,559,762 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | 9,151,382 |
Transmission firm reservation fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 283,230 |
Remaining performance obligations, expected timing | 1 year |
Transmission firm reservation fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 345,456 |
Remaining performance obligations, expected timing | 1 year |
Transmission firm reservation fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 340,937 |
Remaining performance obligations, expected timing | 1 year |
Transmission firm reservation fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 335,850 |
Remaining performance obligations, expected timing | 1 year |
Transmission firm reservation fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 295,947 |
Remaining performance obligations, expected timing | 1 year |
Transmission firm reservation fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 2,178,142 |
Transmission firm reservation fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 3,779,562 |
Remaining performance obligations, expected timing | |
Gathering firm reservation fees | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 353,984 |
Remaining performance obligations, expected timing | 1 year |
Gathering firm reservation fees | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 563,215 |
Remaining performance obligations, expected timing | 1 year |
Gathering firm reservation fees | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 573,214 |
Remaining performance obligations, expected timing | 1 year |
Gathering firm reservation fees | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 573,214 |
Remaining performance obligations, expected timing | 1 year |
Gathering firm reservation fees | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 573,214 |
Remaining performance obligations, expected timing | 1 year |
Gathering firm reservation fees | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 2,312,931 |
Gathering firm reservation fees | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 4,949,772 |
Remaining performance obligations, expected timing | |
Gathering revenues supported by MVCs | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 55,503 |
Remaining performance obligations, expected timing | 1 year |
Gathering revenues supported by MVCs | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 74,617 |
Remaining performance obligations, expected timing | 1 year |
Gathering revenues supported by MVCs | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 74,413 |
Remaining performance obligations, expected timing | 1 year |
Gathering revenues supported by MVCs | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 74,413 |
Remaining performance obligations, expected timing | 1 year |
Gathering revenues supported by MVCs | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 74,413 |
Remaining performance obligations, expected timing | 1 year |
Gathering revenues supported by MVCs | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 68,689 |
Gathering revenues supported by MVCs | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 422,048 |
Remaining performance obligations, expected timing |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Narrative (Details) | 3 Months Ended |
Mar. 31, 2019 | |
Gathering | |
Disaggregation of Revenue [Line Items] | |
Weighted average remaining term | 11 years |
Transmission | |
Disaggregation of Revenue [Line Items] | |
Weighted average remaining term | 15 years |
Related Party Transactions (Det
Related Party Transactions (Details) - Line of credit - EQGP Working Capital Facility with EQT - EQT Corporation and Subsidiaries - EQGP - USD ($) | 2 Months Ended | 3 Months Ended | ||
Dec. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2019 | Nov. 13, 2018 | |
Related Party Transaction [Line Items] | ||||
Maximum borrowing capacity | $ 50,000,000 | $ 20,000,000 | ||
Line of credit outstanding | $ 1,000,000 | |||
Maximum outstanding borrowing | 3,300,000 | $ 200,000 | ||
Average daily balance of short term loans outstanding | $ 900,000 | |||
Weighted average annual interest rate | 4.10% | 3.10% |
Investment in Unconsolidated _3
Investment in Unconsolidated Entity - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | |||||||
Apr. 30, 2019USD ($) | Mar. 31, 2019USD ($)mi | Mar. 31, 2019USD ($)mi | Mar. 31, 2018USD ($) | Jun. 30, 2019USD ($) | May 31, 2019USD ($) | Feb. 28, 2019USD ($) | Dec. 31, 2018USD ($) | Apr. 30, 2018mi | |
Schedule of Equity Method Investments [Line Items] | |||||||||
Capital call notice expected to be paid | $ 144,763 | $ 117,019 | |||||||
Expected capital call notice to be paid | $ 156,412 | $ 156,412 | $ 169,202 | ||||||
MVP | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Length of pipeline (in miles) | mi | 300 | 300 | |||||||
MVP Southgate Project | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Length of pipeline (in miles) | mi | 70 | ||||||||
Variable Interest Entity, Not Primary Beneficiary | MVP | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Issuance of performance guarantee, remaining capital obligation, percentage | 33.00% | ||||||||
Issuance of performance guarantee | $ 261,000 | $ 261,000 | |||||||
Variable Interest Entity, Not Primary Beneficiary | MVP Southgate Project | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Issuance of performance guarantee | $ 14,000 | ||||||||
Variable Interest Entity, Not Primary Beneficiary | MVP Joint Venture | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Ownership interest | 45.50% | 45.50% | |||||||
Maximum financial statement exposure | $ 1,792,000 | $ 1,792,000 | |||||||
Variable Interest Entity, Not Primary Beneficiary | MVP Southgate Project | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Ownership interest | 47.20% | 47.20% | |||||||
Capital contribution payable to MVP Joint Venture | $ 6,600 | ||||||||
Variable Interest Entity, Not Primary Beneficiary | MVP Southgate Project | Scenario, Forecast | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Expected capital call notice to be paid | $ 4,600 | $ 1,200 | |||||||
Variable Interest Entity, Not Primary Beneficiary | MVP Project | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Capital contribution payable to MVP Joint Venture | $ 149,800 | ||||||||
Variable Interest Entity, Not Primary Beneficiary | MVP Project | Scenario, Forecast | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Expected capital call notice to be paid | $ 124,300 | $ 25,500 | |||||||
Beneficial Owner | MVP Joint Venture | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Percentage of ownership interest | 66.67% | ||||||||
Subsequent Event | Variable Interest Entity, Not Primary Beneficiary | MVP Southgate Project | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Capital call notice expected to be paid | $ 800 |
Investment in Unconsolidated _4
Investment in Unconsolidated Entity - Schedule of Unaudited Condensed Financial Statements for the Investment in Unconsolidated Equity (Details) - MVP Joint Venture - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Condensed Consolidated Balance Sheets | |||
Current assets | $ 696,893 | $ 687,657 | |
Non-current assets | 3,526,691 | 3,223,220 | |
Total assets | 4,223,584 | 3,910,877 | |
Current liabilities | 571,907 | 617,355 | |
Non-current liabilities | 2,192 | 0 | |
Equity | 3,649,485 | 3,293,522 | |
Total liabilities and equity | 4,223,584 | $ 3,910,877 | |
Condensed Statements of Consolidated Operations | |||
Environmental remediation reserve | (2,192) | $ 0 | |
Other income | 2,913 | 534 | |
Net interest income | 20,235 | 5,649 | |
AFUDC — equity | 47,216 | 13,182 | |
Net income | $ 68,172 | $ 19,365 |
Debt - Equitrans Midstream Cred
Debt - Equitrans Midstream Credit Facility (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2018 | Oct. 31, 2018 | |
Debt Instrument [Line Items] | |||
Letters of credit outstanding | $ 1,095,000,000 | $ 641,500,000 | |
Equitrans Midstream Credit Facility | Line of credit | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 100,000,000 | ||
Borrowings outstanding | 13,000,000 | 17,000,000 | |
Available additional borrowings | 200,000,000 | ||
Maximum amount of short term loans outstanding | 44,000,000 | ||
Average daily balance of short term loans outstanding | $ 12,000,000 | ||
Weighted average annual interest rate (as a percent) | 4.20% | ||
Equitrans Midstream Credit Facility | Same-day swing line advances | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 25,000,000 | ||
Equitrans Midstream Credit Facility | Letter of credit | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 15,000,000 | ||
Letters of credit outstanding | $ 0 | $ 0 |
Debt - Equitrans Midstream Term
Debt - Equitrans Midstream Term Loan Facility (Details) - USD ($) | Dec. 31, 2018 | Mar. 31, 2019 |
Debt Instrument [Line Items] | ||
Letters of credit outstanding | $ 641,500,000 | $ 1,095,000,000 |
Term Loans | Equitrans Midstream Term Loans | ||
Debt Instrument [Line Items] | ||
Principal | 600,000,000 | |
Net proceeds from offering | 568,100,000 | |
Discount | 18,000,000 | |
Debt issuance costs | 13,900,000 | |
Incremental borrowing capacity | 150,000,000 | |
Periodic quarterly payment | 6,000,000 | |
Borrowings outstanding | 600,000,000 | $ 598,500,000 |
Weighted average annual interest rate (as a percent) | 7.00% | |
Letter of credit | Equitrans Midstream Term Loans | ||
Debt Instrument [Line Items] | ||
Letters of credit outstanding | $ 0 | $ 0 |
Debt - EQGP Working Capital Fac
Debt - EQGP Working Capital Facility with EQT (Details) - EQT Corporation and Subsidiaries - EQGP - Line of credit - EQGP Working Capital Facility with EQT - USD ($) | Nov. 12, 2018 | Dec. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2019 | Nov. 13, 2018 |
Short-term Debt [Line Items] | |||||
Maximum borrowing capacity | $ 50,000,000 | $ 20,000,000 | |||
Maximum amount of short term loans outstanding | $ 3,200,000 | ||||
Maximum outstanding borrowing | $ 3,300,000 | $ 200,000 | |||
Weighted average annual interest rate | 4.10% | 3.10% |
Debt - EQM Revolving Credit Fac
Debt - EQM Revolving Credit Facility (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Oct. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Nov. 01, 2018 | |
Debt Instrument [Line Items] | |||||
Letters of credit outstanding | $ 1,095,000,000 | $ 641,500,000 | |||
EQM Credit Facility | EQM | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Letters of credit outstanding | 1,000,000 | $ 420,000,000 | 1,000,000 | ||
Borrowings outstanding | $ 1,100,000,000 | $ 625,000,000 | |||
Weighted average annual interest rate (as a percent) | 3.90% | 3.00% | |||
EQM Credit Facility | Line of credit | EQM | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 1,000,000,000 | $ 3,000,000,000 | |||
Additional available borrowings | 750,000,000 | ||||
Maximum amount of short term loans outstanding | $ 1,100,000,000 | ||||
Average daily balance of short term loans outstanding | $ 942,000,000 | $ 301,000,000 | |||
EQM Credit Facility | Same-day swing line advances | EQM | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 250,000,000 | ||||
EQM Credit Facility | Letter of credit | EQM | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 400,000,000 |
Debt - EQM $2.5 Billion Senior
Debt - EQM $2.5 Billion Senior Notes (Details) - USD ($) | 1 Months Ended | |||
Jun. 30, 2018 | Jul. 23, 2018 | Apr. 25, 2018 | Mar. 31, 2018 | |
RMP Credit Facility | Credit facility borrowings | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 850,000,000 | $ 336,000,000 | ||
EQM | EQM Senior notes | ||||
Debt Instrument [Line Items] | ||||
Net proceeds from offering | $ 2,465,800,000 | |||
Discount | 11,800,000 | |||
Debt issuance costs | 22,400,000 | |||
EQM | $2.5 Billion Senior Notes | Credit facility borrowings | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 2,500,000,000 | $ 2,500,000,000 | ||
EQM | EQM 4.75% Senior Notes due 2023 | EQM Senior notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate (as a percent) | 4.75% | |||
Principal | $ 1,100,000,000 | |||
EQM | EQM 5.50% Senior Notes due 2028 | EQM Senior notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate (as a percent) | 5.50% | |||
Principal | $ 850,000,000 | |||
EQM | EQM 6.50% Senior Notes due 2048 | EQM Senior notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate (as a percent) | 6.50% | |||
Principal | $ 550,000,000 |
Debt - EQM 4.125% and 4.00% Sen
Debt - EQM 4.125% and 4.00% Senior Notes (Details) - EQM - EQM Senior notes - USD ($) | Mar. 31, 2019 | Dec. 31, 2016 | Sep. 30, 2014 |
EQM 4.125% Senior Notes due 2026 | |||
Debt Instrument [Line Items] | |||
Interest rate (as a percent) | 4.125% | 4.125% | |
Principal | $ 500,000,000 | ||
EQM 4.00% Senior Notes due 2024 | |||
Debt Instrument [Line Items] | |||
Interest rate (as a percent) | 4.00% | 4.00% | |
Principal | $ 500,000,000 |
Debt - EQM Term Loan Facility (
Debt - EQM Term Loan Facility (Details) - $2.5 Billion Senior Notes - EQM - Line of credit - USD ($) | Jun. 25, 2018 | Apr. 25, 2018 | Jun. 25, 2018 | Jun. 30, 2018 |
Short-term Debt [Line Items] | ||||
Maximum borrowing capacity | $ 2,500,000,000 | $ 2,500,000,000 | ||
Line of credit expiration period | 364 days | |||
Debt issuance costs | $ 3,000,000 | |||
Maximum amount of short term loans outstanding | $ 1,825,000,000 | |||
Average daily balance of short term loans outstanding | $ 1,231,000,000 | |||
Weighted average annual interest rate (as a percent) | 3.30% |
Debt - RMP Credit Facility (Det
Debt - RMP Credit Facility (Details) - USD ($) | Jul. 23, 2018 | Mar. 31, 2019 | Mar. 31, 2018 |
Debt Instrument [Line Items] | |||
Repayments of debt | $ 230,500,000 | $ 128,000,000 | |
RMP Credit Facility | Line of credit | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 850,000,000 | 336,000,000 | |
Repayments of debt | $ 260,000,000 | ||
Average daily balance of short term loans outstanding | $ 308,000,000 | ||
Weighted average annual interest rate (as a percent) | 3.60% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
EQM | Level 3 | Fair Value | EES | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred interest | $ 124 | $ 122 |
EQM | Level 3 | Carrying Value | EES | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred interest | 114 | 115 |
EQM Senior notes | EQM | Fair Value, Measurements, Recurring | Level 2 | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt | 3,504 | 3,425 |
EQM Senior notes | EQM | Fair Value, Measurements, Recurring | Level 2 | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt | 3,458 | 3,457 |
Equitrans Midstream Term Loans | Term Loans | Level 2 | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt | 602 | 590 |
Equitrans Midstream Term Loans | Term Loans | Level 2 | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt | $ 568 | $ 568 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | Nov. 12, 2018 | Mar. 31, 2019 | Mar. 31, 2018 |
Class of Stock [Line Items] | |||
Common stock outstanding (in shares) | $ 254,683,550 | ||
Issuance of Equitrans Midstream common stock (in shares) | 254,268,864 | ||
Potentially dilutive securities (in shares) | 50,876 | 601,622 | |
EQT Corporation and Subsidiaries | The Separation and Distribution Agreement | |||
Class of Stock [Line Items] | |||
Common stock outstanding (in shares) | $ 254,586,700 | ||
Equitrans Midstream | EQT Corporation and Subsidiaries | |||
Class of Stock [Line Items] | |||
Common stock outstanding (in shares) | $ 50,599,503 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 14.00% | 9.40% |
Consolidated Variable Interes_3
Consolidated Variable Interest Entities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
Variable Interest Entity [Line Items] | ||||
Initial purchase price for the shared assets transaction | $ 49,700 | |||
Operating revenues | $ 389,782 | $ 371,026 | ||
Operating expenses | 121,768 | 105,228 | ||
Other expenses, net | (16,083) | (2,955) | ||
Net income | 251,931 | 262,843 | ||
Net cash provided by operating activities | 160,973 | 283,958 | ||
Net cash used in investing activities | (350,357) | (286,529) | ||
Net cash provided by financing activities | 245,708 | $ 29,388 | ||
Cash and cash equivalents | ||||
Variable Interest Entity [Line Items] | ||||
ASSETS | 23,839 | 23,839 | $ 17,515 | |
Accounts receivable | ||||
Variable Interest Entity [Line Items] | ||||
ASSETS | 259,340 | 259,340 | 254,390 | |
Other current assets | ||||
Variable Interest Entity [Line Items] | ||||
ASSETS | 13,286 | 13,286 | 14,909 | |
Net property, plant and equipment | ||||
Variable Interest Entity [Line Items] | ||||
ASSETS | 5,995,385 | 5,995,385 | 5,806,628 | |
Investment in unconsolidated entity | ||||
Variable Interest Entity [Line Items] | ||||
ASSETS | 1,673,325 | 1,673,325 | 1,510,289 | |
Goodwill | ||||
Variable Interest Entity [Line Items] | ||||
ASSETS | 1,123,813 | 1,123,813 | 1,123,813 | |
Net intangible assets | ||||
Variable Interest Entity [Line Items] | ||||
ASSETS | 565,726 | 565,726 | 576,113 | |
Restricted cash | ||||
Variable Interest Entity [Line Items] | ||||
ASSETS | 50,000 | 50,000 | 0 | |
Other assets | ||||
Variable Interest Entity [Line Items] | ||||
ASSETS | 183,871 | 183,871 | 152,464 | |
Accounts payable | ||||
Variable Interest Entity [Line Items] | ||||
LIABILITIES | 143,186 | 143,186 | 207,877 | |
Capital contribution payable to the MVP Joint Venture | ||||
Variable Interest Entity [Line Items] | ||||
LIABILITIES | 156,412 | 156,412 | 169,202 | |
Accrued interest | ||||
Variable Interest Entity [Line Items] | ||||
LIABILITIES | 41,302 | 41,302 | 80,199 | |
Accrued liabilities | ||||
Variable Interest Entity [Line Items] | ||||
LIABILITIES | 20,165 | 20,165 | 20,672 | |
Credit facility borrowings | ||||
Variable Interest Entity [Line Items] | ||||
LIABILITIES | 1,082,000 | 1,082,000 | 625,000 | |
EQM Senior notes | ||||
Variable Interest Entity [Line Items] | ||||
LIABILITIES | 3,457,981 | 3,457,981 | 3,456,639 | |
Regulatory and other long-term liabilities | ||||
Variable Interest Entity [Line Items] | ||||
LIABILITIES | 67,414 | 67,414 | 38,724 | |
EES | Accounts receivable | ||||
Variable Interest Entity [Line Items] | ||||
ASSETS | 182,200 | 182,200 | 174,800 | |
EES | Accounts payable | ||||
Variable Interest Entity [Line Items] | ||||
LIABILITIES | $ 0 | $ 0 | $ 34,000 |
Stock-based Compensation Plans
Stock-based Compensation Plans (Details) - shares | Mar. 01, 2019 | Jan. 01, 2019 |
Performance Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Units granted (in shares) | 726,835 | |
Performance period | 3 years | |
Performance Shares | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Payout percentage | 0.00% | |
Performance Shares | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Payout percentage | 200.00% | |
Performance Shares, Non-Cash | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Payout percentage | 100.00% | |
Earned units (in shares) | 496,768 | |
Performance Shares, Cash | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Earned units (in shares) | 230,067 | |
Restricted Stock And Restricted Stock Unit Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Performance period | 3 years | |
Restricted Stock and Restricted Stock Unit Awards, Non-Cash | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Units granted (in shares) | 331,180 | |
Restricted Stock And Restricted Stock Unit Awards, Cash | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Units granted (in shares) | 244,195 |