Cover
Cover - USD ($) shares in Thousands, $ in Billions | 12 Months Ended | ||
Dec. 31, 2019 | Jan. 31, 2020 | Jun. 28, 2019 | |
Cover page. | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Entity File Number | 001-38629 | ||
Entity Registrant Name | EQUITRANS MIDSTREAM CORPORATION | ||
Entity Incorporation, State or Country Code | PA | ||
Entity Tax Identification Number | 83-0516635 | ||
Entity Address, Address Line One | 2200 Energy Drive | ||
Entity Address, City or Town | Canonsburg | ||
Entity Address, State or Province | PA | ||
Entity Address, Postal Zip Code | 15317 | ||
City Area Code | 724 | ||
Local Phone Number | 271-7600 | ||
Title of 12(b) Security | Common Stock, no par value | ||
Trading Symbol | ETRN | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Small Business Entity | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4 | ||
Entity Common Stock, Shares Outstanding | 254,591 | ||
Documents Incorporated by Reference | The Company's definitive proxy statement relating to the 2020 annual meeting of shareholders will be filed with the Securities and Exchange Commission within 120 days after the close of the Company's fiscal year ended December 31, 2019 and is incorporated by reference in Part III to the extent described therein. | ||
Entity Central Index Key | 0001747009 | ||
Amendment Flag | false | ||
Current Fiscal Year End | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY |
Statements of Consolidated Comp
Statements of Consolidated Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Income Statement [Abstract] | ||||
Operating revenues | [1] | $ 1,630,242 | $ 1,495,098 | $ 895,558 |
Operating expenses: | ||||
Operating and maintenance | [2] | 165,367 | 163,451 | 84,831 |
Selling, general and administrative | [2] | 112,915 | 123,810 | 80,339 |
Separation and other transaction costs | [2] | 26,080 | 85,444 | 85,124 |
Depreciation | 227,364 | 175,821 | 96,674 | |
Amortization of intangible assets | 53,258 | 41,547 | 5,540 | |
Impairment of long-lived assets | [3] | 969,258 | 261,941 | 0 |
Total operating expenses | 1,554,242 | 852,014 | 352,508 | |
Operating income | 76,000 | 643,084 | 543,050 | |
Equity income | [4] | 163,279 | 61,778 | 22,171 |
Other income | 2,661 | 5,011 | 4,439 | |
Net interest expense | [5] | 256,195 | 115,454 | 34,801 |
(Loss) income before income taxes | (14,255) | 594,419 | 534,859 | |
Income tax expense | 50,704 | 83,142 | 212,402 | |
Net (loss) income | (64,959) | 511,277 | 322,457 | |
Less: Net income attributable to noncontrolling interests | 138,784 | 292,879 | 349,613 | |
Net (loss) income attributable to Equitrans Midstream Corporation | $ (203,743) | $ 218,398 | $ (27,156) | |
Basic: | ||||
Weighted average common stock outstanding (in shares) | 254,884 | 254,432 | 254,432 | |
Net (loss) income (in dollars per share) | $ (0.80) | $ 0.86 | $ (0.11) | |
Diluted: | ||||
Weighted average common stock outstanding (in shares) | 254,884 | 255,033 | 254,432 | |
Net (loss) income (in dollars per share) | $ (0.80) | $ 0.86 | $ (0.11) | |
Net (loss) income | $ (64,959) | $ 511,277 | $ 322,457 | |
Other comprehensive loss, net of tax: | ||||
Pension and other post-retirement benefits liability adjustment, net of tax expense of $70 | (517) | (1,509) | 0 | |
Other comprehensive loss | (517) | (1,509) | 0 | |
Comprehensive (loss) income | (65,476) | 509,768 | 322,457 | |
Less: Comprehensive income attributable to noncontrolling interests | 138,784 | 292,879 | 349,613 | |
Comprehensive (loss) income attributable to Equitrans Midstream Corporation | $ (204,260) | $ 216,889 | $ (27,156) | |
Dividends declared per common share (in dollars per share) | $ 1.80 | $ 0.41 | $ 0 | |
[1] | Operating revenues included related party revenues from EQT Corporation (NYSE: EQT) (EQT) of approximately $1,122.6 million , $1,111.3 million and $665.9 million for the years ended December 31, 2019, 2018 and 2017 , respectively. See Note 9 . | |||
[2] | Operating and maintenance expense included charges from EQT of $2.4 million , $49.8 million and $40.6 million for the years ended December 31, 2019, 2018 and 2017 , respectively. Selling, general and administrative expense included charges from EQT of $1.0 million , $85.1 million and $75.6 million for the years ended December 31, 2019, 2018 and 2017 , respectively. See Note 9 . Separation and other transaction costs represent the expenses related to the Rice Merger, the EQM-RMP Mergers, the Drop-Down Transaction, the Separation and the EQGP Buyout (each defined in Note 1 ) and included charges from EQT of $53.3 million and $85.1 million for the years ended December 31, 2018 and 2017 , respectively. See Notes 1 and 9 . | |||
[3] | See Note 3 for disclosure regarding impairments of long-lived assets. | |||
[4] | Represents equity income from Mountain Valley Pipeline, LLC (the MVP Joint Venture). See Note 8 . | |||
[5] | Net interest expense included interest income on the preferred interest that EQM has in EQT Energy Supply, LLC (EES) (the Preferred Interest) of $6.3 million , $6.6 million and $6.8 million for the years ended December 31, 2019, 2018 and 2017 , respectively. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Pension and other post-retirement benefits liability adjustment, tax expense | $ 70 | $ 638 | ||
Operating revenues | 1,122,626 | 1,111,289 | $ 665,939 | |
Operating and maintenance expense | [1] | 165,367 | 163,451 | 84,831 |
Selling, general and administrative expense | [1] | 112,915 | 123,810 | 80,339 |
Transaction costs | [1] | 26,080 | 85,444 | 85,124 |
Interest income from the Preferred Interest | 6,324 | 6,578 | 6,818 | |
EQT Corporation | ||||
Operating revenues | 1,122,600 | 1,111,300 | 665,900 | |
Operating and maintenance expense | 2,400 | 49,800 | 40,600 | |
Selling, general and administrative expense | 1,000 | 85,100 | 75,600 | |
Transaction costs | 53,300 | 85,100 | ||
EES | ||||
Interest income from the Preferred Interest | $ 6,300 | $ 6,600 | $ 6,800 | |
[1] | Operating and maintenance expense included charges from EQT of $2.4 million , $49.8 million and $40.6 million for the years ended December 31, 2019, 2018 and 2017 , respectively. Selling, general and administrative expense included charges from EQT of $1.0 million , $85.1 million and $75.6 million for the years ended December 31, 2019, 2018 and 2017 , respectively. See Note 9 . Separation and other transaction costs represent the expenses related to the Rice Merger, the EQM-RMP Mergers, the Drop-Down Transaction, the Separation and the EQGP Buyout (each defined in Note 1 ) and included charges from EQT of $53.3 million and $85.1 million for the years ended December 31, 2018 and 2017 , respectively. See Notes 1 and 9 . |
Statements of Consolidated Cash
Statements of Consolidated Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |||||
Cash flows from operating activities: | |||||||
Net (loss) income | $ (64,959) | $ 511,277 | $ 322,457 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation | 227,364 | 175,821 | 96,674 | ||||
Amortization of intangible assets | 53,258 | 41,547 | 5,540 | ||||
Impairment of long-lived assets | [1] | 969,258 | 261,941 | 0 | |||
Deferred income taxes | 50,704 | 25,246 | 158,369 | ||||
Equity income | [2] | (163,279) | (61,778) | (22,171) | |||
Other income | (5,716) | (5,570) | (5,110) | ||||
Non-cash long-term compensation expense | 2,786 | 4,190 | 468 | ||||
Changes in other assets and liabilities: | |||||||
Accounts receivable | 17,523 | (36,225) | (24,569) | ||||
Accounts payable | (90,301) | (90,502) | 130,347 | ||||
Other assets and other liabilities | (20,151) | (104,237) | 7,736 | ||||
Net cash provided by operating activities | 976,487 | 721,710 | 669,741 | ||||
Cash flows from investing activities: | |||||||
Capital expenditures | (967,369) | (865,882) | (380,151) | ||||
Capital contributions to the MVP Joint Venture | 774,593 | 913,195 | 159,550 | ||||
Bolt-on Acquisition (defined in Note 2), net of cash acquired | (837,231) | 0 | 0 | ||||
Purchase of interests in the MVP Joint Venture | 0 | (11,302) | 0 | ||||
Principal payments received on the Preferred Interest | 4,661 | 4,406 | 4,166 | ||||
Net cash used in investing activities | (2,574,532) | (1,785,973) | (535,535) | ||||
Cash flows from financing activities: | |||||||
Proceeds from credit facility borrowings | 2,484,000 | 3,446,500 | 544,000 | ||||
Payments on credit facility borrowings | (2,495,500) | (3,271,000) | (344,000) | ||||
Net (payments on) proceeds from EQGP's working capital loan with EQT | 0 | (168) | 84 | ||||
Proceeds from the issuance of Equitrans Midstream's long-term debt | 0 | 600,000 | 0 | ||||
Cash paid for long-term debt | (34,325) | 0 | 0 | ||||
Proceeds from issuance of EQM Series A Preferred Units, net of offering costs | 1,158,313 | 0 | 0 | ||||
Net distributions to EQT | 0 | (1,117,577) | (1,009,501) | ||||
Net contribution to Strike Force Midstream LLC by minority owner | 0 | 0 | 6,738 | ||||
Distributions paid to noncontrolling interest unitholders | (382,360) | (380,651) | (236,123) | ||||
Distributions paid to holders of EQM Series A Preferred Units | (48,480) | 0 | 0 | ||||
Dividends paid | (448,128) | 0 | 0 | ||||
Purchases of EQGP common units | (238,455) | (291,206) | 0 | ||||
Debt discount, debt issuance costs and credit facility origination fees | (2,870) | (73,467) | (2,257) | ||||
Net cash provided by (used in) financing activities | 1,392,195 | 1,237,431 | (1,041,059) | ||||
Net change in cash and cash equivalents | (205,850) | 173,168 | (906,853) | ||||
Cash and cash equivalents at beginning of year | 294,172 | [3] | 121,004 | 1,027,857 | [3] | ||
Cash and cash equivalents at beginning of year | [3] | 121,004 | |||||
Cash and cash equivalents at end of year | 88,322 | 294,172 | [3] | 121,004 | |||
Strike Force Midstream | |||||||
Cash flows from financing activities: | |||||||
Acquisition of 25% of Strike Force Midstream LLC | 0 | (175,000) | 0 | ||||
EQM Midstream Partners, LP | Affiliated Entity | |||||||
Cash flows from financing activities: | |||||||
Net (payments on) proceeds from EQGP's working capital loan with EQT | 0 | 2,500,000 | 0 | ||||
Proceeds from the issuance of Equitrans Midstream's long-term debt | 1,400,000 | 0 | 0 | ||||
EQT Corporation | Affiliated Entity | |||||||
Cash flows from financing activities: | |||||||
Net (payments on) proceeds from EQGP's working capital loan with EQT | $ 0 | $ (168) | $ 84 | ||||
[1] | See Note 3 for disclosure regarding impairments of long-lived assets. | ||||||
[2] | Represents equity income from Mountain Valley Pipeline, LLC (the MVP Joint Venture). See Note 8 . | ||||||
[3] | Cash and cash equivalents at January 1, 2017 included $61.6 million of cash and cash equivalents acquired at the effective time of the Rice Merger. See Note 2 . |
Statements of Consolidated Ca_2
Statements of Consolidated Cash Flows (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||
Cash and cash equivalents acquired | $ 61.6 | |
Strike Force Midstream | ||
Business Acquisition [Line Items] | ||
Percentage of voting interests acquired | 25.00% |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | ||
Current assets: | ||||
Cash and cash equivalents | $ 88,322 | $ 294,172 | [1] | |
Accounts receivable (net of allowance for doubtful accounts of $285 and $75 as of December 31, 2019 and 2018, respectively) (a) | [2] | 255,344 | 255,496 | |
Other current assets | 31,546 | 19,171 | ||
Total current assets | 375,212 | 568,839 | ||
Property, plant and equipment | 8,583,124 | 6,469,846 | ||
Less: accumulated depreciation | (859,157) | (602,199) | ||
Net property, plant and equipment | 7,723,967 | 5,867,647 | ||
Investment in unconsolidated entity | 2,324,108 | 1,510,289 | ||
Goodwill | [3] | 486,698 | 1,239,269 | |
Net intangible assets | 797,439 | 576,113 | ||
Deferred income taxes | 90,597 | 597,321 | ||
Other assets | 243,688 | 164,357 | ||
Total assets | 12,041,709 | 10,523,835 | ||
Current liabilities: | ||||
Current portion of long-term debt | 6,000 | 6,000 | ||
Accounts payable | [4] | 128,114 | 210,007 | |
Capital contribution payable to the MVP Joint Venture | 45,150 | 169,202 | ||
Accrued interest | 73,455 | 80,236 | ||
Accrued liabilities | 83,238 | 84,011 | ||
Total current liabilities | 335,957 | 549,456 | ||
Credit facility borrowings | [5] | 902,500 | 641,500 | |
EQM long-term debt | 4,859,499 | 3,456,639 | ||
Equitrans Midstream long-term debt | 562,484 | 562,105 | ||
Regulatory and other long-term liabilities | 99,189 | 54,502 | ||
Total liabilities | 6,759,629 | 5,264,202 | ||
Shareholders' equity: | ||||
Common stock, no par value, 254,745 and 254,271 shares issued and outstanding as of December 31, 2019 and 2018, respectively | 1,292,804 | 425,370 | ||
Retained (deficit) earnings | (618,062) | 33,932 | ||
Accumulated other comprehensive loss | (2,026) | (1,509) | ||
Total common shareholders' equity | 672,716 | 457,793 | ||
Noncontrolling interests | 4,609,364 | 4,801,840 | ||
Total shareholders' equity | 5,282,080 | 5,259,633 | ||
Total liabilities and shareholders' equity | $ 12,041,709 | $ 10,523,835 | ||
[1] | Cash and cash equivalents at January 1, 2017 included $61.6 million of cash and cash equivalents acquired at the effective time of the Rice Merger. See Note 2 . | |||
[2] | Accounts receivable as of December 31, 2019 and 2018 included $175.2 million and $175.9 million , respectively, of accounts receivable due from EQT, a related party. | |||
[3] | See Note 3 for disclosure regarding impairments of goodwill. | |||
[4] | Accounts payable as of December 31, 2018 included approximately $34.1 million due to EQT. There was no related party balance with EQT included in accounts payable as of December 31, 2019 . | |||
[5] | As of December 31, 2019 , the Company had aggregate credit facility borrowings outstanding of approximately $610 million and $293 million under the EQM Credit Facility and the Eureka Credit Facility, respectively (both defined in Note 11 ). The Company had no borrowings outstanding under its credit facility as of December 31, 2019 (see Note 11 ). As of December 31, 2018 , the Company had aggregate credit facility borrowings outstanding of approximately $625 million and $17 million under the EQM Credit Facility and its credit facility, respectively. See Note 11 for further detail. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts receivable, for doubtful accounts | $ 285,000 | $ 75,000 |
Common stock, shares issued (In shares) | 254,745 | 254,271 |
Common stock, shares outstanding (In shares) | 254,745 | 254,271 |
Accounts receivable – related parties | $ 175,153,000 | $ 175,869,000 |
Accounts payable - related parties | 0 | 34,100,000 |
EQM | ||
Borrowings outstanding | 610,000,000 | 625,000,000 |
Eureka Midstream, LLC | ||
Borrowings outstanding | 293,000,000 | $ 17,000,000 |
Line of credit | Equitrans Midstream Credit Facility | ||
Borrowings outstanding | $ 0 |
Statements of Consolidated Equi
Statements of Consolidated Equity - USD ($) shares in Thousands, $ in Thousands | Total | Parent Net Investment | Common Stock | Retained Earnings (Deficit) | Accumulated Other Comprehensive Loss | Noncontrolling Interests |
Beginning balance at Dec. 31, 2016 | $ 3,192,666 | $ (66,300) | $ 0 | $ 0 | $ 0 | $ 3,258,966 |
Shares Outstanding, beginning balance (in shares) at Dec. 31, 2016 | 0 | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Net (loss) income | 322,457 | (27,156) | 349,613 | |||
Net distributions to EQT | (893,682) | (893,682) | ||||
Net contribution to Strike Force Midstream LLC by minority owner | 6,738 | 6,738 | ||||
Share-based compensation plans | 468 | 278 | 190 | |||
Distributions paid to noncontrolling interest unitholders | (236,123) | (236,123) | ||||
Rice Merger/Bolt-on Acquisition | 3,846,240 | 2,130,629 | 1,715,611 | |||
Ending balance at Dec. 31, 2017 | 6,238,764 | 1,143,769 | $ 0 | 0 | 0 | 5,094,995 |
Shares Outstanding, ending balance (in shares) at Dec. 31, 2017 | 0 | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Net (loss) income | 511,277 | 184,466 | 33,932 | 292,879 | ||
Pension and other post-retirement benefits liability adjustment, net of tax expense of $70 | (1,509) | (1,509) | ||||
Purchase of Strike Force Midstream LLC noncontrolling interests | (175,000) | 1,818 | (176,818) | |||
Share-based compensation plans, net | 55,669 | (159,255) | 214,924 | |||
Net distributions to EQT | (701,901) | (701,901) | ||||
Share-based compensation plans (in shares) | 2 | |||||
Share-based compensation plans | 4,190 | 340 | $ 2,897 | 953 | ||
Issuance of Equitrans Midstream common stock (in shares) | 254,269 | |||||
Issuance of Equitrans Midstream common stock | 0 | |||||
Separation-related adjustments | (469,237) | $ 469,237 | ||||
Distributions paid to noncontrolling interest unitholders | (380,651) | (380,651) | ||||
Net changes in ownership of consolidated entities | (291,206) | (46,764) | (244,442) | |||
Ending balance at Dec. 31, 2018 | $ 5,259,633 | 0 | $ 425,370 | 33,932 | (1,509) | 4,801,840 |
Shares Outstanding, ending balance (in shares) at Dec. 31, 2018 | 254,271 | 254,271 | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Net (loss) income | $ (64,959) | (203,743) | 138,784 | |||
Pension and other post-retirement benefits liability adjustment, net of tax expense of $70 | (201) | 316 | (517) | |||
Dividends ($1.76 per share) | (448,567) | (448,567) | ||||
Share-based compensation plans, net | (340,424) | $ 997,217 | (1,337,641) | |||
Share-based compensation plans (in shares) | 474 | |||||
Share-based compensation plans | 2,786 | $ 2,531 | 255 | |||
Issuance of Equitrans Midstream common stock | 1,158,313 | 1,158,313 | ||||
Separation-related adjustments | (93,666) | (93,666) | ||||
Distributions paid to noncontrolling interest unitholders | (382,360) | (382,360) | ||||
Rice Merger/Bolt-on Acquisition | 478,460 | 478,460 | ||||
Distributions paid to holders of EQM Series A Preferred Units ($1.9703 per unit) | (48,480) | (48,480) | ||||
Net changes in ownership of consolidated entities | (238,455) | (38,648) | (199,807) | |||
Ending balance at Dec. 31, 2019 | $ 5,282,080 | $ 0 | $ 1,292,804 | $ (618,062) | $ (2,026) | $ 4,609,364 |
Shares Outstanding, ending balance (in shares) at Dec. 31, 2019 | 254,745 | 254,745 |
Statements of Consolidated Eq_2
Statements of Consolidated Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2017 | |
Dividends (in dollars per share) | $ 1.76 | |
Pension and other post-retirement benefits liability adjustment, tax expense | $ 70 | |
Common stock, shares authorized (in shares) | 1,250,000,000 | |
Preferred shares, authorized (in shares) | 50,000,000 | |
Preferred shares, issued (in shares) | 0 | |
Preferred shares, outstanding (in shares) | 0 | |
EQM | ||
Cash distributions declared per unit (in dollars per share) | $ 4.595 | $ 3.655 |
EQGP | ||
Cash distributions declared per unit (in dollars per share) | $ 0.806 |
Summary of Operations and Signi
Summary of Operations and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Operations and Significant Accounting Policies | Summary of Operations and Significant Accounting Policies Organization On February 21, 2018, EQT announced its plan to separate its midstream business, which was composed of the separately-operated natural gas gathering, transmission and storage and water services of EQT (collectively, the Midstream Business), from its upstream business, which was composed of the natural gas, oil and natural gas liquids development, production and sales and commercial operations of EQT (the Separation). Equitrans Midstream Corporation (together with its subsidiaries, Equitrans Midstream or the Company) was incorporated on May 11, 2018 as a wholly-owned subsidiary of EQT to hold the assets, liabilities and results of operations of EQT's Midstream Business. On November 12, 2018, Equitrans Midstream entered into a separation and distribution agreement (the Separation and Distribution Agreement) with EQT and, for certain limited purposes, EQT Production Company, a wholly-owned subsidiary of EQT, pursuant to which, EQT separated its Midstream Business from its upstream business by transferring the assets and liabilities of the Midstream Business to the Company, 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). 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 December 31, 2019 , EQT owned 50,599,503 shares of Equitrans Midstream common stock. See the description of the Share Purchases in Note 18. On November 13, 2018, the Company's Board of Directors (the Board) declared a dividend of one preferred share purchase right (Right) for each outstanding share of Equitrans Midstream common stock and adopted a shareholder rights plan as set forth in the rights agreement (the Rights Agreement), dated as of November 13, 2018, by and between Equitrans Midstream and American Stock Transfer & Trust Company, LLC, as rights agent. The dividend was paid on November 23, 2018 to Equitrans Midstream shareholders of record as of the close of business on November 23, 2018. The Rights Agreement terminated on March 31, 2019. 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 the date of Separation, 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 the Separation, 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 7 and collectively referred to as the EQGP Buyout), EQGP became an indirect, wholly-owned subsidiary of the Company on January 10, 2019. EQM owns, operates, acquires and develops midstream assets in the Appalachian Basin. As of December 31, 2019, EQGP Services, LLC (formerly known as EQT GP Services, LLC) was EQM's general partner (the EQM General Partner) and was a wholly-owned subsidiary of Equitrans Gathering Holdings. 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, 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). 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 indirectly owns 100% of Strike Force Midstream. • On May 22, 2018, and effective May 1, 2018, EQM, through its wholly-owned subsidiary EQM Gathering Holdings, LLC (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, 2019 , following the EQM IDR Transaction and the closing of the Private Placement, Equitrans Midstream held a 59.9% limited partner interest in EQM (excluding the Series A Preferred Units) while the public owned a 40.1% interest in EQM (excluding the Series A Preferred Units). See Note 7 for further information on the EQM IDR Transaction and Private Placement. For each of the periods prior to the Separation presented in this Annual Report on Form 10-K, 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 9 . 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 entirety of the three years ended December 31, 2019. 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 the period. Following the completion of the Bolt-on Acquisition (as defined in Note 2 ), the Company, through EQM, evaluated Eureka Midstream Holdings, LLC (Eureka Midstream) for consolidation and determined that Eureka Midstream does not meet the criteria for variable interest entity classification due to its ability to independently finance its operations through the Eureka Credit Facility (as defined in Note 11 ), as well as the members having proportional voting rights through their equity investments. As such, as of December 31, 2019 , the Company consolidates Eureka Midstream using the voting interest model, recording noncontrolling interest related to the third-party ownership interests in Eureka Midstream. Nature of Business The Company, through its control of EQM, provides midstream services to its customers in Pennsylvania, West Virginia and Ohio through its three primary assets: the gathering system, which delivers natural gas from wells and other receipt points to transmission pipelines; the transmission and storage system, which delivers natural gas to local demand users and interstate pipelines for access to demand markets; and the water service system, which consists of water pipelines, impoundment facilities, pumping stations, take point facilities and measurement facilities that support well completion activities and collect flowback and produced water for recycling or disposal. As of December 31, 2019 , the gathering system, inclusive of Eureka Midstream's gathering system, included approximately 990 miles of high-pressure gathering lines with total contracted firm reservation capacity of approximately 4.4 billion cubic feet (Bcf) per day, which included contracted firm reservation capacity of approximately 1.0 Bcf per day associated with EQM's high-pressure header pipelines, 130 compressor units with compression of approximately 445,000 horsepower and multiple interconnect points with the Company's transmission and storage system and to other interstate pipelines. The gathering system also included approximately 920 miles of Federal Energy Regulatory Commission (FERC)-regulated, low-pressure gathering lines. During the third quarter of 2019, EQM divested certain of its FERC-regulated low-pressure gathering pipelines associated with its Copley gathering system located in West Virginia. See Note 2 for further discussion. As of December 31, 2019 , the transmission and storage system included approximately 950 miles of FERC-regulated, interstate pipelines that have interconnect points to seven interstate pipelines and multiple local distribution companies (LDCs). The transmission and storage system is supported by 39 compressor units, with total throughput capacity of approximately 4.4 Bcf per day and compression of approximately 135,000 horsepower, and 18 associated natural gas storage reservoirs, which have a peak withdrawal capacity of approximately 900 million cubic feet (MMcf) per day and a working gas capacity of approximately 43 Bcf. As of December 31, 2019 , the water system included approximately 180 miles of pipelines that deliver fresh water from the Monongahela River, the Ohio River, local reservoirs and several regional waterways. The fresh water delivery services systems consist of permanent, buried pipelines, surface pipelines and fresh water storage facilities, as well as pumping stations and 28 fresh water impoundment facilities, which support fresh water transportation throughout the systems, and take point facilities and measurement facilities, which support well completion activities and collect and recycle or dispose flowback and produced water. See Note 18 for a discussion of the "EQT Global GGA," "Water Services Letter Agreement" and the "Credit Letter Agreement" with EQT. Significant Accounting Policies Principles of Consolidation. The Company, for the periods presented in these consolidated financial statements prior to November 12, 2018, did not exist as a standalone, publicly traded company holding the Midstream Business. Therefore, these consolidated financial statements are reflective of the Predecessor as applicable as described in "Basis of Presentation." Investments over which the Company can exert significant influence, but not control, are recorded under the equity method of accounting. Intercompany transactions have been eliminated for purposes of preparing these consolidated financial statements. Transactions between EQT, on the one hand, and the Company, EQGP or EQM, on the other hand, during the periods prior to the Separation Date, have been identified and presented as transactions between related parties and are discussed in Note 9 . Segments. Operating segments are revenue-producing components of the enterprise for which separate financial information is produced internally and is subject to evaluation by the Company's chief operating decision maker in deciding how to allocate resources. The Company reports its operations in three segments that reflect its three lines of business of Gathering, Transmission and Water. The operating segments are evaluated based on their contribution to the Company's operating income and equity income. Transmission also includes the Company's investment in the MVP Joint Venture, which is treated as an equity investment for accounting purposes as described in Note 8 ; as a result, Transmission's portion of the MVP Joint Venture's operating results is reflected in equity income and not in Transmission's operating income. All of the Company's operating revenues, income and assets are generated or located in the United States. See Note 6 for financial information by segment. Reclassification. Certain previously reported amounts have been reclassified to conform to the current year presentation. Use of Estimates. The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (GAAP) requires management to make estimates and assumptions that affect amounts reported in these financial statements. Actual results could differ from those estimates. The Company's Post-Separation Relationship with EQT. Following the Separation and Distribution, the Company and EQT are separate companies with separate management teams and separate boards of directors; however, due to the Retained Interest held by EQT as of December 31, 2019 , the Company and EQT remain related parties. See Note 9 . In connection with the Distribution, the Company and EQT executed the Separation and Distribution Agreement and various other agreements, including the Transition Services Agreement, the Tax Matters Agreement, the Employee Matters Agreement and the Shareholder and Registration Rights Agreement (each defined and discussed in Note 9 ), to effect the Separation and provide a framework for their relationship after the Separation. These agreements provided for, among other things, the identification and transfer of the Midstream Business' assets, employees, liabilities and obligations (including investments, property, plant and equipment, employee benefits and tax-related assets and liabilities) to the Company and govern the relationship between the Company and EQT subsequent to the Separation. Net transfers and settlements related to the Separation and Distribution were presented as a net distribution to EQT on the statement of consolidated equity for the year ended December 31, 2018. Cash Equivalents. The Company classifies highly-liquid investments with original maturities of three months or less as cash equivalents. Interest earned on cash equivalents is recorded as a reduction to net interest expense on the statements of comprehensive income. Accounts Receivables. Trade and other receivables are stated at their historical carrying amount. Judgment is required to assess the ultimate realization of accounts receivable, including assessing the probability of collection and the creditworthiness of customers. Based on assessments by management, allowances for doubtful accounts were $0.3 million and $0.1 million at December 31, 2019 and 2018 , respectively. The Company also has receivables due from EQT as discussed in Note 9 . Fair Value of Financial Instruments. The Company categorizes assets and liabilities disclosed at fair value using a three-level fair value hierarchy based on priority of the inputs used in the valuation. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). 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 and borrowings under the 2019 EQM Term Loan Agreement (defined in Note 11 ) approximate 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 ETRN Term Loan Credit Agreement (defined in Note 11 ) 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. See Note 11 . The fair value of the Preferred Interest is estimated using an income approach model that applies a discount rate based on prevailing market rates and is a Level 3 fair value measurement. As of December 31, 2019 and 2018 , the estimated fair value of the Preferred Interest was approximately $126 million and $122 million , respectively, and the carrying value of the Preferred Interest was approximately $110 million and $115 million , respectively, inclusive of the current portion reported in other current assets in the consolidated balance sheets of $4.7 million and $4.4 million , respectively, for each period. Property, Plant and Equipment. The Company's property, plant and equipment are stated at depreciated cost. Maintenance projects that do not increase the overall life of the related assets are expensed as incurred. Expenditures that extend the useful life of the asset are capitalized. The Company capitalized internal costs of $47.6 million , $54.4 million and $46.5 million in the years ended December 31, 2019, 2018 and 2017 , respectively. The Company capitalized interest, including the debt component of Allowance for Funds Used During Construction (AFUDC), of $29.5 million , $12.6 million and $4.7 million in the years ended December 31, 2019, 2018 and 2017 , respectively. The following table summarizes the Company's property, plant and equipment. December 31, 2019 2018 (Thousands) Gathering assets (a) $ 6,512,601 $ 4,387,908 Accumulated depreciation (478,172 ) (247,720 ) Net gathering assets 6,034,429 4,140,188 Transmission and storage assets 1,844,859 1,785,157 Accumulated depreciation (326,140 ) (286,693 ) Net transmission and storage assets 1,518,719 1,498,464 Water services assets 215,039 194,465 Accumulated depreciation (53,065 ) (26,489 ) Net water services assets 161,974 167,976 Net other property, plant and equipment 8,845 61,019 Net property, plant and equipment $ 7,723,967 $ 5,867,647 (a) Includes approximately $1.2 billion for the year ended December 31, 2019 related to net property, plant and equipment acquired in the Bolt-on Acquisition that primarily supports EQM's gathering activities. Depreciation is recorded using composite rates on a straight-line basis over the estimated useful life of the asset. The average depreciation rates for the years ended December 31, 2019, 2018 and 2017 were 2.7% , 2.7% and 1.8% , respectively. The Company estimates that gathering and transmission pipelines have useful lives of 20 years to 65 years and compression equipment has useful lives of 20 years to 50 years . The Company estimates that water pipelines, pumping stations and impoundment facilities have useful lives of 10 years to 15 years . As circumstances warrant, depreciation estimates are reviewed to determine if any changes in the underlying assumptions are necessary. Equitrans, L.P., the Company's FERC-regulated subsidiary, re-evaluates depreciation rates for its regulated property, plant and equipment each time it files with the FERC for a change in transmission, storage and gathering rates. Intangible Assets. Intangible assets are recorded under the acquisition method of accounting at their estimated fair values at the acquisition date, which are calculated as the present value of estimated future cash flows using a risk-adjusted discount rate. The Company did not have any intangible assets prior to the Rice Merger. At the Rice Merger Date, through pushdown accounting, the Company recorded $623.2 million of intangible assets associated with acquired customer relationships. See Note 2 . The Company's intangible assets acquired in the Rice Merger have a useful life of 15 years and are amortized on a straight-line basis. The estimated annual amortization expense for these assets for each of the successive five years is $41.5 million . As a result of the Bolt-on Acquisition (see Note 2 ), the Company recognized an additional $311.0 million of intangible assets for customer relationships with third-party customers. The Company calculates amortization of intangible assets using the straight-line method over the estimated useful life of the intangible assets, which was 20 years for the Eureka Midstream-related intangible assets as of the acquisition date and 7.25 years for the Hornet Midstream Holdings, LLC (Hornet Midstream)-related intangible assets as of October 1, 2019. The estimated annual amortization expense for these assets for each of the successive five years is $16.8 million . See Note 3 for discussion of impairment to intangible assets. Amortization expense recorded in the statements of consolidated comprehensive income for the years ended December 31, 2019 and 2018 was $53.3 million and $41.5 million , respectively. Intangible assets, net as of December 31, 2019 and 2018 are detailed below. December 31, 2019 2018 (Thousands) Intangible assets $ 934,200 $ 623,200 Less: impairment of Hornet Midstream-related intangible assets (a) (36,405 ) — Less: accumulated amortization (100,356 ) (47,087 ) Intangible assets, net $ 797,439 $ 576,113 (a) See Note 3 for disclosure regarding impairments of long-lived assets. Impairment of Long-lived Assets, Including Intangible Assets. The Company evaluates long-lived assets, including related intangibles, for impairment when events or changes in circumstances indicate, in management's judgment, that the carrying value of such assets may not be recoverable. Asset recoverability is measured by comparing the carrying value of the asset or asset group with its expected future pre-tax undiscounted cash flows. These cash flow estimates require the Company to make projections and assumptions for many years into the future for pricing, demand, competition, operating cost and other factors. If the carrying amount exceeds the expected future undiscounted cash flows, the Company recognizes an impairment equal to the excess of net book value over fair value as determined by quoted market prices in active markets or present value techniques if quotes are unavailable. The determination of the fair value using present value techniques requires the Company to make projections and assumptions regarding the probability of a range of outcomes and the rates of interest used in the present value calculations. Any changes the Company makes to these projections and assumptions could result in significant revisions to its evaluation of recoverability of its property, plant and equipment and the recognition of additional impairments. See Note 3 for further discussion on impairments of long-lived assets. Goodwill. Goodwill is evaluated for impairment at least annually and whenever events or changes in circumstance indicate that the fair value of a reporting unit is less than its carrying amount. The Company may perform either a qualitative assessment of potential impairment or proceed directly to a quantitative assessment of potential impairment. The Company's qualitative assessment of potential impairment may result in the determination that a quantitative impairment analysis is not necessary. Under this elective process, the Company assesses qualitative factors to determine whether the existence of events or circumstances leads the Company to determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If after assessing the totality of events or circumstances, the Company determines it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then a quantitative assessment is not required. However, if the Company concludes otherwise, a quantitative impairment analysis is performed. If the Company chooses not to perform a qualitative assessment, or if it chooses to perform a qualitative assessment but is unable to qualitatively conclude that no impairment has occurred, then the Company will perform a quantitative assessment. In the case of a quantitative assessment, the Company estimates the fair value of the reporting unit with which the goodwill is associated and compares it to the carrying value. If the estimated fair value of a reporting unit is less than its carrying value, an impairment charge is recognized for the excess of the reporting unit's carrying value over its fair value. The three reporting units to which the Company had goodwill recorded during 2019 were (i) the Ohio gathering assets acquired in the Drop-down Transaction (Rice Retained Midstream), (ii) the Pennsylvania gathering assets acquired in the Rice Merger (RMP PA Gas Gathering) and (iii) the Ohio and West Virginia gathering assets acquired in the Bolt-on Acquisition (Eureka/Hornet, collectively with Rice Retained Midstream and RMP PA Gas Gathering, the Reporting Units). The Reporting Units earn a substantial portion of their revenues from volumetric-based fees, which are sensitive to changes in their customers' development plans. See Note 3 for further detail. Investment in Unconsolidated Entity. The Company reviews the carrying value of its investments in unconsolidated entities for impairment whenever events or changes in circumstances indicate that the fair value may have declined in value. When there is evidence of loss in value that is other than temporary, the Company compares the investment's carrying value to its estimated fair value to determine whether impairment has occurred. If the carrying value exceeds the estimated fair value, the Company estimates and recognizes an impairment loss equal to the difference between the investment's carrying value and fair value. Preferred Interest. EES generates revenue by providing services to a local distribution company. The Preferred Interest is accounted for as a note receivable and is presented in other assets in the consolidated balance sheets with the current portion reported in other current assets. Distributions received from EES are recorded partly as a reduction to the Preferred Interest and partly as interest income, which is included in net interest expense in EQM's statements of consolidated operations. The EES operating agreement provides for mandatory redemption of the Preferred Interest at the end of the preference period, which is expected to be December 31, 2034. Unamortized Debt Discount and Issuance Costs. The Company amortizes debt discounts and issuance costs over the term of the related borrowing. Costs incurred from the issuance and/or extension, as applicable, of revolving credit facilities and term loans, including borrowings under the EQM Credit Facility and the issuance of the 2019 EQM Term Loan Agreement, the Equitrans Midstream Credit Facility and the ETRN Term Loan Agreement (each as defined in Note 11 ), are presented in other assets in the consolidated balance sheets. Debt discounts and issuance costs for all other debt instruments are presented as a reduction to debt on the consolidated balance sheets. Gas Imbalances. Gas imbalances occur when the actual amount of gas delivered from a pipeline system or storage facility varies from the amount of gas scheduled for delivery. The Company values gas imbalances due to/from shippers and operators at current index prices. Gas imbalances are settled in-kind, subject to the terms of the applicable FERC tariffs. As of December 31, 2019 and 2018 , gas imbalance receivables of zero and $3.3 million , respectively, were presented in other current assets, with offsetting amounts recorded to system gas, a component of property, plant and equipment, on the consolidated balance sheets. The Company classifies gas imbalances as current because they are expected to settle within one year. Asset Retirement Obligations (AROs). The Company has AROs related to its water system impoundments and to one of its gathering compression stations, for which the Company recorded an associated liability and capitalized a corresponding amount to asset retirement costs. The liability relates to the expected future obligation to dismantle, reclaim and dispose of these assets and was estimated using the present value of expected future cash flows, adjusted for inflation and discounted at the Company's credit-adjusted, risk-free rate. The AROs are recorded in regulatory and other long-term liabilities on the consolidated balance sheets. The following table presents changes in the Company's AROs during 2019 and 2018 . December 31, 2019 2018 (Thousands) AROs at beginning of period $ 11,935 $ 9,321 Liabilities incurred — 231 Revisions to estimated liabilities (a) (201 ) 1,928 Accretion expense 567 455 AROs at end of period $ 12,301 $ 11,935 (a) Revisions to estimated liabilities reflect changes in retirement cost assumptions and to the estimated timing of liability settlement. The Company is not legally or contractually obligated to restore or dismantle its transmission and storage systems and its gathering systems, other than the one aforementioned compressor stations. The Company is legally required to operate and maintain these assets and intends to do so as long as supply and demand for natural gas exists, which the Company expects to continue into the foreseeable future. Therefore, the Company did not have any AROs related to its transmission and storage assets as of December 31, 2019 and 2018 . Contingencies. EQM is involved in various regulatory and legal proceedings that arise in the ordinary course of business. A liability is recorded when the loss is probable and the amount of loss can be reasonably estimated. EQM considers many factors when making such assessments, including historical knowledge and matter specifics. Estimates are developed through consultation with legal counsel and analysis of the potential results. See Note 14 . Regulatory Accounting. Equitrans, L.P. owns all of the Company's FERC-regulated transmission and storage operations as well as its FERC-regulated low-pressure gathering assets. Therefore, Equitrans, L.P. is subject to FERC regulation. Through the rate-setting process, rate regulation allows Equitrans, L.P. to recover the costs of providing regulated services plus an allowed return on invested capital. Regulatory accou |
Acquisitions, Mergers and Dives
Acquisitions, Mergers and Divestitures | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions, Mergers and Divestitures | Acquisitions, Mergers and Divestitures 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 and a 100% interest in Hornet Midstream (collectively, the Bolt-on Acquisition) for total consideration of approximately $1.04 billion , composed of approximately $852 million in cash, net of purchase price adjustments, and approximately $192 million in assumed pro rata debt. At the time of the acquisition, Eureka Midstream owned a 190 -mile gathering header pipeline system in Ohio and West Virginia that services both dry Utica and wet Marcellus Shale production and Hornet Midstream owned a 15 -mile, high-pressure gathering system in West Virginia that connects to the Eureka Midstream system. The Bolt-on Acquisition closed on April 10, 2019 and was funded through proceeds from the Private Placement of Series A Preferred Units that closed concurrently with the Bolt-on Acquisition. See Note 7 for further information regarding the Private Placement. At the closing of the Bolt-on Acquisition, a subsidiary of Hornet Midstream terminated all of its obligations under its term loan credit agreement and repaid the $28.2 million outstanding principal balance and $0.1 million in related interest and fees. The Company recorded $17.0 million in acquisition-related expenses related to the Bolt-on Acquisition during the year ended December 31, 2019 . The Bolt-on Acquisition acquisition-related expenses included $15.3 million for professional fees and $1.7 million for compensation arrangements during the year ended December 31, 2019 , and are included in separation and other transaction costs in the statements of consolidated comprehensive income. Allocation of Purchase Price. The Bolt-on Acquisition was accounted for as a business combination using the acquisition method. As a result of the acquisition, the Company recognized $99.2 million of goodwill, which was allocated to the Gathering segment. Such goodwill primarily related to additional commercial opportunities, a diversified producer customer mix, increased exposure to dry Utica and wet Marcellus acreage and operating leverage within the Gathering segment. The purchase price allocation and related adjustments were finalized during the fourth quarter of 2019. The following table summarizes the final purchase price and allocation of the fair value of the assets acquired and liabilities assumed in the Bolt-on Acquisition as of April 10, 2019 by the Company, as well as certain measurement period adjustments made subsequent to the Company's initial valuation. (in thousands) Preliminary Purchase Price Allocation (As initially reported) Measurement Period Adjustments (a) Purchase Price Allocation (As adjusted) Consideration given: Cash consideration (b) $ 861,250 $ (11,404 ) $ 849,846 Buyout of portion of Eureka Midstream Class B units and incentive compensation 2,530 — 2,530 Total consideration 863,780 (11,404 ) 852,376 Fair value of liabilities assumed: Current liabilities 52,458 (9,857 ) 42,601 Long-term debt 300,825 — 300,825 Other long-term liabilities 10,203 — 10,203 Amount attributable to liabilities assumed 363,486 (9,857 ) 353,629 Fair value of assets acquired: Cash 15,145 — 15,145 Accounts receivable 16,817 — 16,817 Inventory 12,991 (26 ) 12,965 Other current assets 882 — 882 Net property, plant and equipment 1,222,284 (8,906 ) 1,213,378 Intangible assets (c) 317,000 (6,000 ) 311,000 Deferred tax asset 5,773 (5,268 ) 505 Other assets 14,567 — 14,567 Amount attributable to assets acquired 1,605,459 (20,200 ) 1,585,259 Noncontrolling interests (486,062 ) 7,602 (478,460 ) Goodwill as of April 10, 2019 $ 107,869 $ (8,663 ) $ 99,206 Impairment of goodwill (d) (99,206 ) Goodwill as of December 31, 2019 $ — (a) The Company recorded measurement period adjustments to its preliminary acquisition date fair values due to the refinement of its valuation models, assumptions and inputs. The measurement period adjustments were based upon information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the measurement of the amounts recognized at that date. (b) The cash consideration for the Bolt-on Acquisition was adjusted by approximately $11.4 million related to working capital adjustments and the release of all escrowed indemnification funds to EQM. (c) After considering the refinements to the valuation models, the Company estimated the fair value of the customer-related intangible assets acquired as part of the Bolt-on Acquisition to be $311.0 million . As a result, the fair value of the customer-related intangible assets was decreased by $6.0 million on September 30, 2019 with a corresponding increase to goodwill. In addition, the change to the provisional amount resulted in a decrease in amortization expense and accumulated amortization of approximately $0.4 million . (d) During the third quarter of 2019, the Company identified impairment indicators that suggested the fair value of its goodwill was more likely than not below its carrying amount. As such, the Company performed an interim goodwill impairment assessment, which resulted in the Company recognizing impairment to goodwill of approximately $268.1 million , of which $99.2 million was associated with its Eureka/Hornet reporting unit, bringing the reporting unit's goodwill balance to zero . See Note 3 for further detail. The estimated fair value of midstream facilities and equipment, generally consisting of pipeline systems and compression stations, was estimated using the cost approach. Significant unobservable inputs in the estimate of fair value under this approach included management's assumptions about the replacement costs for similar assets, the relative age of the acquired assets and any potential economic or functional obsolescence associated with the acquired assets. As a result, the estimated fair value of the midstream facilities and equipment represented a Level 3 fair value measurement. As a result of the acquisition, the noncontrolling interest in Eureka Midstream was estimated to be $478.5 million . The fair value of the noncontrolling interest was calculated based on the enterprise value of Eureka Midstream and the percentage ownership not acquired by EQM. Significant unobservable inputs in the enterprise value of Eureka Midstream include future revenue estimates and future cost assumptions. As a result, the fair value measurement is based on significant inputs that are not observable in the market and thus represents a Level 3 fair value measurement. As part of the preliminary purchase price allocation, the Company identified intangible assets for customer relationships with third-party customers. The fair value of the customer relationships with third-party customers was determined using the income approach, which requires a forecast of the expected future cash flows generated and an estimated market-based weighted average cost of capital. Significant unobservable inputs in the determination of fair value include future revenue estimates, which contemplates among other things estimates of natural gas volumes to be gathered in the future and a weighted average cost of capital, future cost assumptions and estimated customer retention rates. As a result, the estimated fair value of the identified intangible assets represents a Level 3 fair value measurement. The Company calculates amortization of intangible assets using the straight-line method over the estimated useful life of the intangible assets which is 20 years for the Eureka Midstream-related intangible assets. As discussed in Note 3 , during the third quarter of 2019, as a result of the recoverability test, the Company estimated the fair value of the Hornet Midstream-related intangible assets and determined that the fair value was not in excess of the assets’ carrying value, which resulted in an impairment charge of approximately $36.4 million related to certain of such intangible assets within the Company's Gathering segment. As a result of the reduction in expected future cash flows, the useful life of the Hornet Midstream-related intangible assets was prospectively changed to 7.25 years as of October 1, 2019 , over which the Company calculates amortization using the straight-line method. After the impact of the impairment and the decrease in the useful life of the Hornet Midstream-related intangible assets, the expected annual amortization expense increased by $1.0 million . Amortization expense recorded in the statements of consolidated comprehensive income for the year ended December 31, 2019 was $11.7 million . The estimated annual amortization expense for each of the successive five years is approximately $16.8 million . Intangible assets, net as of December 31, 2019 are detailed below. (in thousands) As of December 31, 2019 Intangible assets $ 311,000 Less: impairment of Hornet Midstream-related intangible assets (a) 36,405 Less: accumulated amortization 11,711 Intangible assets, net $ 262,884 (a) See Note 3 for disclosure regarding impairments of long-lived assets. In conjunction with the Bolt-on Acquisition, the Company recorded tax deductible goodwill of $43.0 million . The Company does not have tax basis on the portion attributable to the noncontrolling limited partners of EQM. Post-Acquisition Operating Results. Subsequent to the completion of the Bolt-on Acquisition, Eureka Midstream and Hornet Midstream collectively contributed the following to both the Gathering segment and the Company's consolidated operating results for the period from April 10, 2019 through December 31, 2019 . (in thousands) April 10, 2019 through December 31, 2019 Operating revenues $ 97,123 Operating loss attributable to Equitrans Midstream $ (94,551 ) Net loss attributable to noncontrolling interests $ (21,291 ) Net loss attributable to Equitrans Midstream $ (80,631 ) Unaudited Pro Forma Information. The following unaudited pro forma combined financial information presents the Company's results as though the EQGP Buyout, EQM IDR Transaction and Bolt-on Acquisition had been completed at January 1, 2017. The pro forma combined financial information has been included for comparative purposes and is not necessarily indicative of the results that might have actually occurred had the EQGP Buyout, EQM IDR Transaction and Bolt-on Acquisition taken place on January 1, 2017; furthermore, the financial information is not intended to be a projection of future results. Years Ended December 31, (in thousands, except per share data) 2019 2018 2017 Pro forma operating revenues $ 1,661,822 $ 1,616,821 $ 987,735 Pro forma net (loss) income $ (44,167 ) $ 552,291 $ 321,151 Pro forma net income attributable to noncontrolling interests $ 126,558 $ 357,264 $ 317,468 Pro forma net (loss) income attributable to Equitrans Midstream $ (170,725 ) $ 195,027 $ 3,683 Pro forma (loss) income per share (basic) $ (0.67 ) $ 0.77 $ 0.01 Pro forma (loss) income per share (diluted) $ (0.67 ) $ 0.77 $ 0.01 Rice Merger As discussed in Note 1 , on November 13, 2017, EQT completed the Rice Merger. EQT recorded the Rice Merger as a business combination using the acquisition method of accounting and performed a preliminary valuation of the fair value of Rice Midstream Holdings' assets and liabilities as of the Rice Merger Date. The fair value of Rice Midstream Holdings' current assets and current liabilities were assumed to approximate their carrying values; as such, their fair values are Level 1 fair value measurements. The estimated fair value of long-lived property, plant and equipment were determined using estimated replacement cost, as adjusted by a usage obsolescence factor. As inputs used in the property, plant and equipment valuation are not observable, the assets' fair values are Level 3 fair value measurements. The fair value of the identified intangible asset was measured using an income approach model that discounted estimated future cash flows using a market-based weighted average cost of capital discount rate. As inputs used in the valuation are not observable, the intangible asset's fair value is a Level 3 fair value measurement. The acquired noncontrolling interest consisted of the third-party ownership interests in RMP and Strike Force Midstream as of the Rice Merger Date. The noncontrolling interest in RMP was calculated using RMP's common unit market price as of the Rice Merger Date. As RMP's common units were actively traded on the New York Stock Exchange, the fair value of the RMP noncontrolling interest was a Level 1 fair value measurement. The noncontrolling interest in Strike Force Midstream was calculated based on the enterprise value of Strike Force Midstream and the ownership percentage not acquired by EQT. As inputs used in the valuation were not observable, the noncontrolling interest's fair value is a Level 3 fair value measurement. See Note 1 for a discussion on fair value measurements. On the Rice Merger Date, Rice Midstream Holdings recorded goodwill of $1,384.9 million to two reporting units within the Gathering segment. In connection with the Separation, EQT transferred to the Company a deferred tax liability assumed in the Rice Merger and a corresponding increase to goodwill of $137.0 million . During the fourth quarter of 2018, the Rice Merger purchase price accounting was finalized and, as a result, the Company recorded a reduction of $20.7 million to goodwill and a corresponding increase of $0.9 million to accounts payable and decrease of $21.6 million to deferred tax liability. The following table summarizes the final purchase price allocation of the fair value of the assets and liabilities of Rice Midstream Holdings as of the Rice Merger Date. These values were recorded by Rice Midstream Holdings through pushdown accounting from EQT. Rice Merger Purchase Price Allocation and Goodwill (Thousands) Enterprise value (a) $ 3,846,240 Fair value of assets acquired and liabilities assumed: Current assets 141,410 Property, plant and equipment 2,265,924 Intangible assets 623,200 Other assets 118 Current liabilities (107,101 ) RMP $850 Million Facility (defined in Note 11) (266,000 ) Due to EQT (b) (187,742 ) Deferred income taxes (115,456 ) Other long-term liabilities (9,323 ) Total fair value of assets acquired and liabilities assumed 2,345,030 Goodwill as November 13, 2017 (c) 1,501,210 Impairment of goodwill (d) 261,941 Goodwill as of December 31, 2018 1,239,269 Impairment of goodwill (d) 752,571 Goodwill as of December 31, 2019 $ 486,698 (a) Includes the fair value of noncontrolling interests assumed of $1.5 billion and $0.2 billion for RMP and Strike Force Midstream, respectively. (b) At the time of the Rice Merger, EQT repaid $187.5 million of outstanding principal and $0.2 million in accrued interest under Rice Midstream Holdings' revolving credit facility. Following repayment, EQT terminated the Rice Midstream Holdings revolving credit facility agreement. As of December 31, 2017, the $187.7 million was included in accounts payable on the Company's consolidated balance sheet. The Company reimbursed EQT for this amount in 2018. (c) Reflected the value of perceived growth opportunities, synergies and operating leverage anticipated through the acquisition and ownership of the acquired gathering assets as of November 13, 2017. (d) See Note 3 for further detail. As of December 31, 2019 , the Company had unamortized carryover tax basis of $356.8 million of tax-deductible goodwill related to the Rice Merger. Unaudited Pro Forma Information. The following unaudited pro forma financial information presents the Company's results as though the Rice Merger had been completed at January 1, 2017. The pro forma financial information has been included for comparative purposes and is not necessarily indicative of the results that might have actually occurred had the Rice Merger taken place on January 1, 2017; furthermore, the financial information is not intended to be a projection of future results. Year Ended December 31, 2017 (in thousands) Pro forma operating revenues $ 1,264,704 Pro forma net income 549,567 Pro forma net income attributable to noncontrolling interests 445,576 Pro forma net income attributable to Equitrans Midstream 103,991 Divestitures As discussed in Note 3 , EQM incurred an $81.0 million impairment charge during the second quarter of 2019 associated with certain FERC-rate regulated low-pressure gathering pipelines. On August 14, 2019 , Equitrans, L.P., a subsidiary of EQM, entered into a Purchase and Sale Agreement with Diversified Gas & Oil Corporation for the sale of its Copley gathering system (including approximately 530 miles of low-pressure gathering pipelines, four compressor stations and related assets) for a purchase price of $1,000 , subject to certain post-closing adjustments and FERC approval. The initial transaction closed on September 26, 2019 in respect of non-certificated gathering assets comprising a portion of the Copley gathering system. During the fourth quarter of 2019, the second transaction closed following FERC approval of the abandonment of the certificated assets. See Note 18 for a description of the EQM Merger and the Share Purchases. |
Impairments of Long-Lived Asset
Impairments of Long-Lived Assets | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Impairments of Long-Lived Assets | Impairments of Long-Lived Assets Impairment of goodwill. During the third quarter of 2019, the Company identified impairment indicators in the form of significant declines in the unit price of EQM's common units and corresponding market capitalization, primarily as a result of continued suppressed natural gas prices and decreased producer drilling activity. Management considered these price effects and activity declines as indicators that the fair value of goodwill was more likely than not below the Reporting Units' carrying amounts. As such, the performance of an interim goodwill impairment assessment was required. In estimating the fair value of each of the Reporting Units, the Company used a combination of the income approach and the market approach. The Company used the income approach’s discounted cash flow method, which applies significant inputs not observable in the public market (Level 3), including estimates and assumptions related to the use of an appropriate discount rate, future throughput volumes, operating costs, capital spending and changes in working capital. The Company used the market approach’s comparable company method and reference transaction method. The comparable company method evaluates the value of a company using metrics of other businesses of similar size and industry. The reference transaction method evaluates the value of a company based on pricing multiples derived from similar transactions entered into by similar companies. During the third quarter of 2019, EQM determined that the fair value of Rice Retained Midstream was greater than its carrying value; however, the carrying values of RMP PA Gas Gathering and Eureka/Hornet were each greater than their respective fair values. As a result, the Company recognized impairment of goodwill of $168.9 million and $99.2 million on RMP PA Gas Gathering and Eureka/Hornet, respectively. The non-cash impairment charge is included in the impairments of long-lived assets line on the Company's statements of consolidated comprehensive income. During the fourth quarter of 2019, as of the date of the Company’s annual goodwill impairment assessment, the Company concluded the performance of a quantitative impairment assessment was required. Factors contributing to this conclusion were the continued decline of the Company's market capitalization in the fourth quarter and the sustained declines in producer drilling activity driven by market conditions including natural gas pricing. Consistent with the third quarter 2019 interim goodwill impairment assessment, the Company used the income approach’s discounted cash flow method and the market approach’s comparable company and reference transaction methods. During the Company’s fourth quarter 2019 impairment assessment, the Company determined that the carrying values of RMP PA Gas Gathering and Rice Retained Midstream were each greater than their respective fair values. As a result, the Company recognized impairment of goodwill of $433.2 million and $150.5 million on RMP PA Gas Gathering and Rice Retained Midstream, respectively. The non-cash impairment charge is included in the impairments of long-lived assets line on the Company's statements of consolidated comprehensive income. As of December 31, 2019 , the Company's goodwill balance was $486.7 million , which was associated entirely with RMP PA Gas Gathering. The RMP PA Gas Gathering reporting unit is susceptible to impairment risk from further adverse future market or economic conditions and company-specific qualitative factors or other adverse factors such as unexpected future production curtailments by the Company's customers that have contracts with volumetric-based fees. Any such adverse changes in the future could reduce the underlying cash flows used to estimate fair value and could result in a decline in fair value that could trigger future impairment charges relating to the RMP Gas Gathering reporting unit. Following the third quarter of 2018 and prior to the Separation, the Company identified impairment indicators in the form of production curtailments announced by a primary customer of the Rice Retained Midstream and RMP PA Gas Gathering reporting units that could reduce volumetric-based fee revenues of those Reporting Units. In estimating the fair value of its Reporting Units, the Company used a combination of the income approach and the market approach. The Company used the income approach's discounted cash flow method. The Company used the market approach's comparable company and reference transaction methods. For the year ended December 31, 2018, the Company determined that the fair value of the Rice Retained Midstream reporting unit was greater than its carrying value; however, the carrying value of the RMP PA Gas Gathering Reporting Unit exceeded its fair value. As a result, the Company recognized impairment of goodwill of approximately $261.9 million to the RMP PA Gas Gathering reporting unit. As of December 31, 2018, the Company's goodwill balance was reduced to approximately $1.2 billion . The following table summarizes the carrying amount of goodwill associated with the Company's Reporting Units for the years ended December 31, 2019 and 2018 . RMP PA Gas Gathering Rice Retained Midstream Eureka/Hornet Total (Thousands) Goodwill as of January 1, 2018 $ 1,346,918 $ 37,954 $ — $ 1,384,872 Add: transfer of goodwill from EQT 3,803 112,535 — 116,338 Less: impairment of goodwill (261,941 ) — — (261,941 ) Goodwill as of December 31, 2018 1,088,780 150,489 — 1,239,269 Add: goodwill associated with Bolt-on Acquisition — — 99,206 99,206 Less: impairment of goodwill (602,082 ) (150,489 ) (99,206 ) (851,777 ) Goodwill as of December 31, 2019 $ 486,698 $ — $ — $ 486,698 Impairment of long-lived assets, including intangible assets. During the third quarter of 2019, the Company performed a recoverability test due to the triggering events described in the 2019 interim goodwill impairment summary above. As a result of the recoverability test, management determined that the carrying value of certain long-lived assets associated with Eureka/Hornet were not recoverable. The assets deemed not recoverable were customer-related intangible assets associated with Hornet Midstream, an asset group within Eureka/Hornet, that was acquired as part of the Bolt-on Acquisition. The Company estimated the fair value of the Hornet Midstream-related intangible assets and determined that the fair value was not in excess of the assets’ carrying value, which resulted in an impairment charge of approximately $36.4 million related to certain of such intangible assets within the Company's Gathering segment. The non-cash impairment charge is included in the impairments of long-lived assets line on the statements of consolidated comprehensive income for the year ended December 31, 2019. During the fourth quarter of 2019, a triggering event occurred as a result of the Company's annual goodwill impairment evaluation, which required the Company to perform a recoverability test on its long-lived assets. No impairment to long-lived assets was recorded as a result of the recoverability test. During 2019, the Company reassessed its asset groupings for its regulated pipelines due to certain regulatory ratemaking policy changes affecting the regulated pipelines, changes in strategic focus and plans for segmentation of operations. Prior to the second quarter of 2019, the Company defined its regulated asset grouping to include the FERC-rate regulated transmission and storage assets, integrated with the low-pressure assets due to overlapping operations, shared costs structure and similar ratemaking structures. During the second quarter, Equitrans L.P. reached a settlement related to its FERC Form 501-G report, which was focused solely on the Company’s FERC-rate regulated transmission and storage assets. Further, management increased its operational focus and emphasis on high-pressure gathering assets as illustrated by the consummation of the Bolt-on Acquisition. As a result of these regulatory changes and shift in operational focus, beginning with the second quarter of 2019, the Company groups its FERC-regulated assets in two asset groupings: FERC-rate regulated transmission and storage assets and FERC-rate regulated low-pressure gathering assets. Upon the change in asset grouping, management evaluated whether any indicators of impairment were present and in conjunction with the evaluation, the Company determined that the carrying values for the non-core FERC-rate regulated low-pressure gathering assets exceeded their undiscounted cash flows. Additionally, following the settlement related to the FERC Form 501-G report, management does not currently plan to seek to recover the deficient cash flows through a future rate proceeding. The Company therefore estimated the fair values of FERC-rate regulated low-pressure gathering assets and determined that their fair values were not in excess of the assets’ carrying values, which resulted in recognized impairments of property and equipment of approximately $81.0 million related to the assets within the Company's Gathering segment. As a result of the impairment, the assets carry no book value. The non-cash impairment charge is included in the impairments of long-lived assets line on the statements of consolidated comprehensive income for the year ended December 31, 2019. See Note 2 for a discussion on the divestiture of certain of EQM's low-pressure gathering assets. During the fourth quarter of 2018, a triggering event occurred as a result of the Company's annual goodwill impairment evaluation, which required the Company to perform a recoverability test on its long-lived assets. No impairment was recorded as a result of the recoverability test. No impairment of any long-lived assets was recorded during the year ended December 31, 2018 . In connection with the execution of the EQT Global GGA (discussed in Note 18), management will reevaluate the Company's reporting units. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customers | Revenue from Contracts with Customers For the years ended December 31, 2019, 2018 and 2017 , all revenues recognized on the Company's statements of consolidated comprehensive income are from contracts with customers. As of December 31, 2019 and 2018 , all receivables recorded on the Company's consolidated balance sheets represent performance obligations that have been satisfied and for which an unconditional right to consideration exists. Gathering, Transmission and Storage Service Contracts The Company provides gathering, transmission and storage services in two manners: firm service and interruptible service. Firm service is provided under firm contracts, which are contracts for gathering, transmission or storage services that generally obligate the customer to pay a fixed, monthly charge to reserve an agreed upon amount of pipeline or storage capacity regardless of the capacity used by the customer during each month. Volumetric-based fees can also be charged under firm contracts for each firm volume transported, gathered or stored as well as for volumes transported, gathered or stored in excess of the firm contracted volume. Interruptible service contracts include volumetric-based fees, which are charges for the volume of gas gathered, transported or stored and generally do not guarantee access to the pipeline or storage facility. These contracts can be short- or long-term. Firm and interruptible transmission and storage service contracts are billed at the end of each calendar month, with payment typically due within 21 days. Firm and interruptible gathering contracts are billed on a one-month lag, with payment typically due within 21 days. Revenue related to gathering services provided but not yet billed is estimated each month. These estimates are generally based on contract data, preliminary throughput and allocation measurements. Under a firm contract, the Company has a stand-ready obligation to provide the service over the life of the contract. The performance obligation for firm reservation fee revenue is satisfied over time as the pipeline capacity is made available to the customer. As such, the Company recognizes firm reservation fee revenue evenly over the contract period using a time-elapsed output method to measure progress. The performance obligation for volumetric-based fee revenue is generally satisfied upon the Company's monthly billing to the customer for volumes gathered, transported or stored during the month. The amount billed corresponds directly to the value of the Company's performance to date as the customer obtains value as each volume is gathered, transported or stored. Water Service Contracts Water service revenues represent fees charged by the Company for the delivery of fresh water to a customer at a specified delivery point and for the collection and recycling or disposal of flowback and produced water. The Company's water service revenues are generated under firm service and interruptible service contracts, which primarily utilize variable prices per volume delivered. Firm service is provided under firm contracts, which provides water services to customers with priority. Interruptible service contracts generally do not guarantee access to the water facilities. For fresh water service contracts, the only performance obligation in each contract is for the Company to provide water (usually a minimum daily volume of water) to the customer at a designated delivery point. For flowback and produced water, the performance obligation is collection and disposition of the water, which typically occur within the same day. Water service contracts are billed on a monthly basis, with payment typically due within 30 days. For all contracts, the Company allocates the transaction price to each performance obligation based on the judgmentally determined relative standalone selling price. When applicable, the excess of consideration received over revenue recognized results in the deferral of those amounts until future periods based on a units of production or straight-line methodology as these methods appropriately match the consumption of services provided to the customer. The units of production methodology requires the use of production estimates that are uncertain and the use of judgment when developing estimates of future production volumes, thus impacting the rate of revenue recognition. Production estimates are monitored as circumstances and events warrant. Certain of the Company's gas gathering and water services agreements are structured with minimum volume commitments (MVCs), which specify minimum quantities for which a customer will be charged regardless of quantities gathered or delivered under the contract. Revenue is recognized for MVCs when the performance obligation has been met, which is the earlier of when the gas is gathered or water provided, or when it is remote that the producer will be able to meet its MVC. If a customer under such an agreement fails to meet its MVC for a specified period (thus not exercising all the contractual rights to gathering and water services within the specified period, herein referred to as “breakage”), it is obligated to pay a contractually determined fee based upon the shortfall between the actual gathered or water volumes and the MVC for the period contained in the contract. Summary of Disaggregated Revenues The tables below provide disaggregated revenue information by business segment. Year Ended December 31, 2019 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues $ 581,118 $ 356,569 $ — $ 937,687 Volumetric-based fee revenues 578,813 33,951 — 612,764 Water service revenues — — 79,791 79,791 Total operating revenues $ 1,159,931 $ 390,520 $ 79,791 $ 1,630,242 Year Ended December 31, 2018 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues $ 447,360 $ 356,725 $ — $ 804,085 Volumetric-based fee revenues 549,710 30,076 — 579,786 Water service revenues — — 111,227 111,227 Total operating revenues $ 997,070 $ 386,801 $ 111,227 $ 1,495,098 Year Ended December 31, 2017 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues $ 407,355 $ 348,193 $ — $ 755,548 Volumetric-based fee revenues 102,612 23,793 — 126,405 Water service revenues — — 13,605 13,605 Total operating revenues $ 509,967 $ 371,986 $ 13,605 $ 895,558 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 December 31, 2019 . 2020 2021 2022 2023 2024 Thereafter Total (Thousands) Gathering firm reservation fees $ 517,406 $ 590,056 $ 592,324 $ 590,342 $ 552,598 $ 1,576,827 $ 4,419,553 Gathering revenues supported by MVCs 133,969 153,065 153,065 152,242 145,930 463,086 1,201,357 Transmission firm reservation fees 354,363 375,020 370,273 332,404 273,257 2,489,864 4,195,181 Water revenues supported by MVCs 35,536 2,000 2,000 — — — 39,536 Total $ 1,041,274 $ 1,120,141 $ 1,117,662 $ 1,074,988 $ 971,785 $ 4,529,777 $ 9,855,627 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 14 years, respectively, as of December 31, 2019 . See Note 18 for a discussion of the "EQT Global GGA," "Water Services Letter Agreement" and the "Credit Letter Agreement" with EQT. |
Leases
Leases | 12 Months Ended |
Dec. 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 December 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. In addition, in connection with the Bolt-on Acquisition, EQM acquired 10 compressor leases and one facility lease for which it recorded approximately $4.7 million in operating lease expenses during the year ended December 31, 2019 . As of the date of acquisition, the Company recorded operating lease right-of-use assets and a corresponding operating lease liability of approximately $20.0 million for these acquired leases. The following table summarizes operating lease cost for the year ended December 31, 2019 . Year Ended December 31, 2019 (Thousands) Operating lease cost $ 12,858 Short-term lease cost 4,642 Variable lease cost 321 Sublease (income) (445 ) Total lease cost $ 17,376 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 statements of consolidated comprehensive income. For the year ended December 31, 2019 , cash paid for operating lease liabilities was $12.3 million , which was reported in cash flows provided by operating activities on the statements of consolidated cash flows. The operating lease right-of-use assets are reported in other assets and the current and noncurrent portions of the operating lease liabilities are reported in accrued liabilities and regulatory and other long-term liabilities, respectively, on the consolidated balance sheets. As of December 31, 2019 , the operating lease right-of-use assets were $63.6 million and operating lease liabilities were $64.7 million , of which $11.7 million was classified as current. As of December 31, 2019 , the weighted average remaining lease term was 8 years and the weighted average discount rate was 5.5% . 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 December 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. December 31, 2019 (Thousands) 2020 $ 14,675 2021 12,334 2022 10,086 2023 7,747 2024 5,978 Thereafter 30,663 Total 81,483 Less: imputed interest 16,828 Present value of operating lease liability $ 64,655 |
Financial Information by Busine
Financial Information by Business Segment | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Financial Information by Business Segment | Financial Information by Business Segment The Company reports its operations in three segments that reflect its three lines of business of Gathering, Transmission and Water. Refer to Note 1 for discussion on business segments. The financial statements include expense allocations for certain corporate functions historically performed by EQT. 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 the periods presented. Years Ended December 31, 2019 2018 2017 (Thousands) Revenues from customers: Gathering $ 1,159,931 $ 997,070 $ 509,967 Transmission 390,520 386,801 371,986 Water 79,791 111,227 13,605 Total operating revenues $ 1,630,242 $ 1,495,098 $ 895,558 Operating (loss) income: Gathering (a) $ (88,850 ) $ 423,407 $ 369,093 Transmission 277,731 265,579 247,467 Water 15,305 37,667 4,145 Other (b) (128,186 ) (83,569 ) (77,655 ) Total operating (loss) income $ 76,000 $ 643,084 $ 543,050 Reconciliation of operating income to net income: Equity income (c) $ 163,279 $ 61,778 $ 22,171 Other income 2,661 5,011 4,439 Net interest expense 256,195 115,454 34,801 Income tax expense 50,704 83,142 212,402 Net income $ (64,959 ) $ 511,277 $ 322,457 (a) Impairments of long-lived assets of $854.3 million and $261.9 million for the years ended December 31, 2019 and 2018 , respectively, were included in Gathering operating income. See Note 3 for further information. (b) Other operating loss includes separation and other transaction costs and other operating expenses incurred by the Company separate from and in addition to similar costs incurred by EQM. (c) Equity income is included in the Transmission segment. December 31, 2019 2018 2017 (Thousands) Segment assets: Gathering $ 7,572,911 $ 6,011,654 $ 5,656,094 Transmission (a) 3,903,707 3,066,659 1,947,566 Water 202,440 237,602 208,273 Total operating segments 11,679,058 9,315,915 7,811,933 Headquarters, including cash 362,651 1,207,920 516,863 Total assets $ 12,041,709 $ 10,523,835 $ 8,328,796 (a) The equity investment in the MVP Joint Venture is included in the Transmission segment. Years Ended December 31, 2019 2018 2017 (Thousands) Depreciation: Gathering $ 144,310 $ 98,678 $ 44,957 Transmission 51,935 49,723 58,689 Water 26,915 23,513 3,515 Other (a) 4,204 3,907 (10,487 ) Total $ 227,364 $ 175,821 $ 96,674 Expenditures for segment assets: Gathering (b) $ 834,712 $ 717,251 $ 254,522 Transmission (c) 59,313 114,450 111,102 Water 37,457 23,537 6,233 Other 9,779 29,336 — Total (d) $ 941,261 $ 884,574 $ 371,857 (a) Depreciation within the Transmission segment for the year ended December 31, 2017 includes a non-cash charge of $10.5 million related to the revaluation of differences between the regulatory and tax bases in Equitrans, L.P.'s regulated property, plant and equipment. For purposes of the Company's consolidated reporting, the $10.5 million is reported in income tax expense with a corresponding reduction to depreciation. (b) Includes approximately $25.9 million of capital expenditures related to noncontrolling interests in Eureka Midstream for the year ended December 31, 2019 . (c) Transmission capital expenditures do not include capital contributions made to the MVP Joint Venture for the MVP and MVP Southgate projects of approximately $774.6 million , $913.2 million and $159.6 million for the years ended December 31, 2019, 2018 and 2017 , respectively. (d) The Company accrues capital expenditures when the capital work has been completed but the associated bills have not been paid. Accrued capital expenditures are excluded from the statements of consolidated cash flows until they are paid. Accrued capital expenditures were approximately $92.0 million , $109.3 million , $90.7 million and $26.7 million at December 31, 2019 , 2018 , 2017 and 2016 , respectively. At the Rice Merger Date, the Company assumed $72.3 million of Rice Midstream Holdings accrued capital expenditures. On April 10, 2019, as a result of the Bolt-on Acquisition, EQM assumed $8.8 million of Eureka Midstream accrued capital expenditures. |
Investments in Consolidated, No
Investments in Consolidated, Non-Wholly-Owed Entities | 12 Months Ended |
Dec. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Consolidated, Non-Wholly-Owed Entities | Investments in Consolidated, Non-Wholly-Owned Entities Investment in EQGP RMP IDR Transaction. On May 22, 2018, pursuant to an IDR purchase and sale agreement dated April 25, 2018, by and among EQT, RMGP and EQGP, EQGP acquired from RMGP all of the issued and outstanding IDRs in RMP in exchange for 36,293,766 common units representing limited partner interests in EQGP (EQGP common units) (the RMP IDR Transaction). EQGP Unit Purchases. On November 29, 2018, the Company entered into written agreements (the Unit Purchase Agreements) with (i) funds managed by Neuberger Berman Investment Adviser LP, pursuant to which the Company acquired 5,842,704 EQGP common units for $20.00 per EQGP common unit (the Purchase Price), (ii) funds managed by Goldman Sachs Asset Management, L.P., pursuant to which the Company acquired 1,865,020 EQGP common units for the Purchase Price, (iii) funds managed by Cushing Asset Management, LP, pursuant to which the Company acquired 920,130 EQGP common units for the Purchase Price, (iv) funds managed by Kayne Anderson Capital Advisors, L.P., pursuant to which the Company acquired 1,363,974 EQGP common units for the Purchase Price, and (v) ZP Energy Fund, L.P., pursuant to which the Company acquired 5,372,593 EQGP units for the Purchase Price (collectively, the EQGP Unit Purchases). On December 31, 2018, the Company closed on the acquisition of an aggregate 14,560,281 EQGP common units pursuant to the Unit Purchase Agreements (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 that the Company did not purchase on December 31, 2018, 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). EQGP Limited Call Right. Following the Initial Unit Purchase Closing, on December 31, 2018, the Company exercised a limited call right (the Limited Call Right and, together with the EQGP Unit Purchases, the EQGP Buyout) provided for in EQGP's partnership agreement, dated as of October 12, 2018, pursuant to which the Company purchased all outstanding EQGP common units (other than those owned by the Company and its affiliates) at the Purchase Price. On January 10, 2019, the Company completed its exercise of the Limited Call Right by closing on the acquisition on 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 , 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 EQGP's general partner stepped down from their roles and were paid the Purchase Price for each EQGP phantom unit that they held, which was, in the aggregate, 29,829 EQGP phantom units, including accrued distributions. Omnibus Agreement and EQGP Working Capital Facility. On January 10, 2019, EQGP's omnibus agreement with Equitrans Midstream and the EQGP Working Capital Facility (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 Issuances as Drop-Down Transaction and EQM-RMP Mergers Consideration. As described in Note 1 , the Drop-Down Transaction was completed effective May 1, 2018. As part of the consideration for the Drop-Down Transaction, EQM issued 5,889,282 EQM common units to a wholly-owned subsidiary of the Company. On July 23, 2018, in connection with the EQM-RMP Mergers discussed in Note 1 , the 102,323,796 RMP common units then issued and outstanding converted into 33,963,753 EQM common units based on the exchange ratio of 0.3319 , the 36,220 outstanding RMP phantom units fully vested and converted into 12,024 EQM common units based on the exchange ratio of 0.3319 , less applicable tax withholding, and the issued and outstanding IDRs in RMP were canceled. Of the RMP common units issued and outstanding at the time of the EQM-RMP Mergers, the Company owned 28,757,246 RMP common units, which converted into 9,544,530 EQM common units. EQM IDR Transaction. After giving effect to the EQM IDR Transaction, including the issuance of Class B units, Equitrans Gathering Holdings, LLC (Equitrans Gathering Holdings), EQM GP Corporation (EQM GP Corp) and Equitrans Midstream Holdings, LLC (EMH), each a wholly-owned subsidiary of Equitrans Midstream, held 89,505,616 , 89,536 and 27,650,303 EQM common units, respectively, and 6,153,907 , 6,155 and 839,938 EQM Class B units, respectively. As of December 31, 2019 , the Company owned, directly or indirectly, 117,245,455 EQM common units and 7,000,000 Class B units (which collectively represented a 59.9% limited partner interest in EQM, excluding the Series A Preferred Units) and the entire non-economic general partner interest in EQM, while the public owned a 40.1% limited partner interest in EQM (excluding the Series A Preferred Units). During the first quarter of 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 . EQM 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 and to pay certain fees and expenses related to the Bolt-on Acquisition, and the remainder was used for general partnership purposes. The Private Placement closed concurrently with the closing of the Bolt-on Acquisition on April 10, 2019 . See Note 2 . EQM Cash Distribution. On January 15, 2020 , the Board of Directors of the EQM General Partner (the EQM Board) declared a cash distribution to EQM's unitholders for the fourth quarter of 2019 of $1.16 per EQM common unit. The cash distribution was paid on February 13, 2020 to EQM's common unitholders of record at the close of business on February 4, 2020 . Cash distributions paid by EQM to the Company were approximately $136.0 million with respect to the Company's limited partner interest in EQM. In addition, on January 15, 2020 , the EQM Board declared a quarterly cash distribution on the Series A Preferred Units for the fourth quarter of 2019 of $1.0364 per Series A Preferred Unit. The cash distribution was paid on February 13, 2020 to holders of Series A Preferred Units of record at the close of business on February 4, 2020 . EQM Merger. See Note 18 for a description of the EQM Merger. Net Changes in Ownership of EQGP and EQM As a result of equity transactions relating to EQGP and EQM, the Company is required to adjust noncontrolling interest and parent net investment. During the year ended December 31, 2019 , as a result of the EQM IDR Transaction, the Company recorded, in the aggregate, a $997.2 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 $340.4 million . The following table summarizes the net changes in the Company's parent net investment from changes in the Company's ownership interests in EQGP and EQM for the year ended December 31, 2018 . Year Ended December 31, 2018 (Millions) Net changes in parent net investment Drop-Down Transaction $ 16 RMP IDR Transaction (35 ) EQM-RMP Mergers (140 ) Net decrease in parent net investment (159 ) Net decrease in deferred tax liability 56 Net increase in noncontrolling interest in consolidated subsidiaries $ 215 EQGP and EQM had no equity transactions in 2017, and, as such, there were no changes in the Company's net ownership of EQGP or EQM. In addition, as discussed above, the EQGP Unit Purchases increased the Company's ownership in EQGP. 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 from the Company certain assets and assumed certain leases that primarily support EQM's operations for an 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 (collectively, and inclusive of the additional assets subsequently acquired as described in the following sentences, the Shared Assets Transaction). Further, pursuant to the Assignment and Bill of Sale, EQM acquired, effective on the first day of the second quarter of 2019, certain additional assets from the Company for $8.9 million in cash consideration, reflecting the net book value of in-service assets and expenditures made in respect of assets not yet in-service as of June 30, 2019, which subsequent purchase price was subject to certain adjustments. Additionally, pursuant to the Assignment and Bill of Sale, EQM acquired, effective on the first day of the third quarter of 2019, an additional asset from the Company for a de minimis dollar amount reflecting the net book value of such asset as of September 30, 2019. The initial and subsequent purchase prices were funded utilizing the EQM Credit Facility (defined in Note 11 ). 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 Shared Assets Transaction. In connection with the entry into the Assignment and Bill of Sale, the omnibus agreement (ETRN Omnibus Agreement) among the Company, EQM and the 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. |
Investments in Unconsolidated E
Investments in Unconsolidated Entity | 12 Months Ended |
Dec. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Unconsolidated Entity | Investments 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 will operate the MVP and owned a 45.5% interest in the MVP project as of December 31, 2019 . On November 4, 2019, Consolidated Edison, Inc. (Con Edison) exercised an option to cap its investment in the MVP project at approximately $530 million (excluding AFUDC). EQM and NextEra Energy, Inc. are obligated, and RGC Resources, Inc., another member of the MVP Joint Venture owning an interest in the MVP project, has opted to fund the shortfall in Con Edison's capital contributions, on a pro rata basis. As a result, EQM expects to fund an additional $86 million (excluding AFUDC) in capital contributions to the MVP Joint Venture. EQM's equity ownership in the MVP Joint Venture will progressively increase from 45.5% to approximately 47.0% . 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 75 -mile interstate pipeline that will extend from the MVP at Pittsylvania County, Virginia to new delivery points in Rockingham and Alamance Counties, North Carolina. EQM will operate the MVP Southgate pipeline and owned a 47.2% interest in the MVP Southgate project as of December 31, 2019 . In November 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 $45.2 million , of which $7.5 million was paid in January 2020 and $37.7 million is expected to be paid in March 2020 . The capital contributions payable and the corresponding increase to the investment balance are reflected on the consolidated balance sheet as of December 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, but not control, 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 consolidated comprehensive income. Pursuant to the MVP Joint Venture's limited liability company agreement, MVP Holdco is obligated to provide performance assurances, which may take the form of a guarantee from EQM (provided that EQM's debt is rated as investment grade in accordance with the requirements of the MVP Joint Venture's limited liability company agreement), a letter of credit or cash collateral, in favor of the MVP Joint Venture to provide assurance as to the funding of MVP Holdco's proportionate share of the construction budget for the MVP project. In January 2019, EQM issued a performance guarantee in an amount equal to 33% of EQM's proportionate share of the then-remaining construction budget for the MVP project, which was approximately $261 million at the time of issuance. In July and October 2019, EQM issued replacement performance guarantees in amounts equal to approximately $249 million and $256 million , respectively, based on the then-current construction budget for the MVP project. As of December 31, 2019 , EQM's performance guarantee was approximately $223 million , adjusted for capital contributions made by EQM during the fourth quarter of 2019 . In addition, pursuant to the MVP Joint Venture's limited liability company agreement, MVP Holdco is obligated to provide performance assurances in respect of MVP Southgate, which performance assurances may take the form of a guarantee from EQM (provided that EQM's debt is rated as investment grade in accordance with the requirements of the MVP Joint Venture's limited liability company agreement), a letter of credit or cash collateral. 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 (or provide another allowable form of performance assurance) in an amount equal to 33% of MVP Holdco's proportionate share of the remaining capital obligations for the MVP Southgate project under the applicable construction budget. As a result of EQM’s credit rating downgrades in the first quarter of 2020, EQM was obligated to deliver additional credit support to the MVP Joint Venture, which included letters of credit in the amounts of approximately $220.2 million and $14.2 million with respect to the MVP project and MVP Southgate project. In connection with delivering such letters of credit as replacement performance assurances, the performance guarantees associated with the MVP and MVP Southgate projects were terminated. As of December 31, 2019 , EQM's maximum financial statement exposure related to the MVP Joint Venture was approximately $2,516 million , which consisted of the investment in unconsolidated entity balance on the consolidated balance sheet as of December 31, 2019 , net of capital contributions payable, and amounts that could have become due under EQM's performance guarantees as of that date. The following tables summarize the audited condensed consolidated financial statements of the MVP Joint Venture in relation to the MVP project. Consolidated Balance Sheets December 31, 2019 2018 (Thousands) Current assets $ 102,638 $ 615,927 Noncurrent assets 4,951,521 3,202,505 Total assets $ 5,054,159 $ 3,818,432 Current liabilities $ 223,645 $ 606,366 Equity 4,830,514 3,212,066 Total liabilities and equity $ 5,054,159 $ 3,818,432 Statements of Consolidated Operations Years Ended December 31, 2019 2018 2017 (Thousands) Environmental remediation $ (2,416 ) $ — $ — Other income 6,243 5,762 528 AFUDC – equity 245,890 90,791 32,054 Net interest income 105,382 38,911 16,146 Net income $ 355,099 $ 135,464 $ 48,728 EQM's ownership interest in the MVP Joint Venture related to the MVP project is significant as defined by the SEC’s Regulation S-X Rule 1-02(w). Accordingly, as required by Regulation S-X Rule 3-09, the Company has included audited financial statements of the MVP Joint Venture, with respect to the MVP project, as of December 31, 2019 and for each of the three years in the period ended December 31, 2019 as Exhibit 99.1 to this Annual Report on Form 10-K. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Related Party Transactions with EQT As of December 31, 2019 , EQT remained a related party due to its continued ownership of the Retained Interest following the Separation. 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 services 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 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 certain omnibus agreements pursuant to the Separation and Distribution Agreement. EQGP Working Capital Facility with EQT. See Note 11 . EQM 364 -Day Facility. See Note 11 . Separation and Distribution Agreement. On November 12, 2018, the Company, EQT and EQT Production Company entered into the Separation and Distribution Agreement, pursuant to which, among other things, EQT effected the Separation. The Separation and Distribution Agreement provides for, among other things, indemnification obligations designed to make the Company financially responsible for substantially all liabilities that may exist relating to the Midstream Business, whether incurred prior to or after the Separation. 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 terminated on June 30, 2019. 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 share 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. Employee Matters Agreement. On November 12, 2018, in connection with the Separation and Distribution, the Company and EQT entered into an employee matters agreement (the Employee Matters Agreement). Pursuant to the Employee Matters Agreement, the Company and EQT allocated liabilities and responsibilities related to employment and compensation and benefits matters and generally agreed to the Company's assumption of liabilities associated with employees transferred from EQT to the Company in connection with the Separation and Distribution. The Company also agreed to establish certain retirement and welfare plans that mirrored similar plans in effect at EQT, and EQT and the Company agreed to the adjustment and replacement of equity compensation awards denominated in EQT common stock in part with awards denominated in Equitrans Midstream common stock. Shareholder and Registration Rights Agreement. On November 12, 2018, in connection with the Separation and Distribution, the Company entered into a shareholder and registration rights agreement (the Registration Rights Agreement) with EQT, pursuant to which the Company agreed that, upon the request of EQT, the Company would use commercially reasonable efforts to effect the registration of the shares comprising the Retained Interest, and EQT agreed to vote any shares comprising the Retained Interest in proportion to the votes cast by the Company's other shareholders. EQT granted the Company a proxy to vote its shares comprising the Retained Interest in such proportion. The Registration Rights Agreement also includes provisions to facilitate the transferability of the Retained Interest. Related Party Transactions with EQGP and EQM ETRN EQM Omnibus Agreements. Pursuant to an omnibus agreement with EQM and the EQM General Partner (as successor to the former EQM general partner) and the Company (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. ETRN EQGP Omnibus Agreement. For the period from November 13, 2018 through January 10, 2019, EQGP reimbursed the Company for certain expenses related to corporate and general and administrative services provided by the Company pursuant to an omnibus agreement between EQGP and the Company. The omnibus agreement between EQGP and the Company was terminated on January 10, 2019 in connection with the EQGP Buyout. See Note 7 . Secondment Agreement. 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. EQGP Working Capital Facility. 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. 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. See Note 7 . 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% . The EQGP Working Capital Facility was terminated on January 10, 2019. Summary of Related Party Transactions The following table summarizes the Company's related party transactions. Years Ended December 31, 2019 2018 2017 (Thousands) Operating revenues $ 1,122,626 $ 1,111,289 $ 665,939 Operating and maintenance expense (a) — 49,778 40,601 Selling, general and administrative expense (a) — 85,081 75,610 Separation and other transaction costs (a)(b) (1,440 ) 53,272 85,124 Equity income (c) 163,279 61,778 22,171 Interest income from the Preferred Interest 6,324 6,578 6,818 Net interest expense (b) — — (2,120 ) Net (payments on) proceeds from EQGP's working capital loan with EQT — (168 ) 84 Capital contributions to the MVP Joint Venture (c) (774,593 ) (913,195 ) (159,550 ) Principal payments received on the Preferred Interest 4,661 4,406 4,166 Net distributions to EQT (93,666 ) (701,901 ) (893,682 ) (a) Reimbursements to EQT may not necessarily reflect the actual expenses that the Company would have incurred on a standalone basis. (b) For the years ended December 31, 2018 and 2017 , separation and other transaction costs included charges related to the Rice Merger from EQT of $13.7 million and $85.1 million , respectively. In addition, in 2017, the Company recorded $ 2.9 million in interest expense related to EQT's financing of the Rice Merger that was allocated to the Company from EQT. The basis for allocation of both the Rice Merger transaction costs and interest expense was the relative fair value of Rice Midstream Holdings' net assets acquired by EQT and distributed to the Company in the Rice Merger. See Note 2 . For the year ended December 31, 2018, separation and other transaction costs also included charges related to the Drop-Down Transaction, the EQM-RMP Mergers and the Separation from EQT of $39.6 million . The basis for allocated separation costs was 50% of such costs incurred by EQT. (c) Associated with EQM's ownership in the MVP Joint Venture. See Note 8 for further detail. The following table summarizes the Company's related party receivables and payables. December 31, 2019 2018 (Thousands) Accounts receivable – related parties $ 175,153 $ 175,869 Investment in unconsolidated entity 2,324,108 1,510,289 Preferred Interest 110,059 114,720 Accounts payable – related parties — 34,071 Capital contribution payable to the MVP Joint Venture 45,150 169,202 See also Note 18. |
Share-based Compensation Plans
Share-based Compensation Plans | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation Plans | Share-based Compensation Plans The Company maintains employee stock-based compensation plans for stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other equity or cash-based awards as governed by the Equitrans Midstream Corporation 2018 Long-Term Incentive Plan (the 2018 Plan), which was effective as of November 12, 2018. The 2018 Plan's term is through the 2028 shareholders' meeting and the maximum number of shares of common stock that may be issued and as to which awards may be granted under the 2018 Plan is 35,000,000 shares. In accordance with the Employee Matters Agreement, previously outstanding share-based compensation awards granted under EQT's equity compensation programs prior to the Separation and held by certain executives and employees of the Company and EQT were adjusted to reflect the impact of the Separation on these awards. To preserve the aggregate intrinsic value of EQT awards held prior to the Separation, as measured immediately before and immediately after the Separation (excluding EQT option awards which were converted in accordance with the conversion provisions set forth in the Employee Matters Agreement), each holder of EQT share-based compensation awards generally received an adjusted award consisting of both a share-based compensation award denominated in EQT equity and a share-based compensation award denominated in Company equity. These awards were adjusted in accordance with the basket method, resulting in participants retaining one unit of the existing EQT incentive award while receiving an additional 0.8 units of a Company-based award and include awards that will be share-settled and awards expected to be satisfied in cash, which are treated as liability awards. In connection with the Separation, the Company assumed certain obligations related to the EQT share-based compensation awards outstanding. Subject to certain exceptions, the terms of the underlying long-term incentive programs remain unchanged and are tied to EQT performance metrics and employees' vesting for all awards requires continuous service to their post-Separation employer through the vesting date of the respective awards. The share-based compensation awards that were adjusted and assumed by the Company in connection with the Separation consist primarily of the following programs: Incentive Performance Share Unit Programs, Value Driver Performance Share Unit Award Programs, Restricted Stock, Restricted Stock Unit awards, deferred share equivalents and Non-Qualified Stock Option awards. Non-employee members of the Company and the EQM Board receive phantom units in connection with their board service payable in the applicable entity's common equity upon the director's termination of services from the applicable board of directors. The Company recognizes share-based compensation expense related to unvested awards held by its employees, no matter which entity settles the obligation. In accordance with the Employee Matters Agreement, the Company is obligated to settle all outstanding share-based compensation awards denominated in the Company's equity, at the vesting date regardless of whether the holders are employees of the Company or EQT on the vesting date. Likewise, EQT is obligated to settle all of its outstanding share-based compensation awards denominated in its equity at the vesting date, regardless of whether the holders are employees of the Company or EQT on the vesting date. Changes in performance and the number of outstanding awards can impact the ultimate amount of these obligations. Share-based awards to be settled in Equitrans Midstream common stock upon settlement will be funded by shares acquired by the Company in the open market or from any other person, stock issued directly by the Company or any combination of the foregoing. Share counts for share-based compensation discussed herein represent outstanding shares to be remitted by the Company to its employees and employees of EQT pursuant to the Employee Matters Agreement. The following table summarizes the components of share-based compensation expense for the years ended December 31, 2019 and 2018 . Years Ended December 31, 2019 2018 (Thousands) 2016 Incentive PSU Program $ — $ 956 2017 Incentive PSU Program (893 ) 1,642 2018 Incentive PSU Program (360 ) 906 2019 Equitrans Midstream PSU Program — — 2017 EQT Value Driver Performance Share Unit Award Program — 255 2018 EQT Value Driver Performance Share Unit Award Program 637 2,890 Restricted stock awards 5,197 1,048 Other programs, including non-employee director awards 1,833 2,879 Total share-based compensation expense $ 6,414 $ 10,576 The Company capitalizes compensation cost for its share-based compensation awards based on an employee's job function. Capitalized compensation costs were not material for any of the periods presented. Incentive Performance Share Unit Programs – Equity & Liability Portions of the following Incentive Performance Share Unit Programs were assumed by the Company at the Separation Date: • the 2016 EQT Incentive Performance Share Unit Program (2016 Incentive PSU Program); • the 2017 EQT Incentive Performance Share Unit Program (2017 Incentive PSU Program); and • the 2018 EQT Incentive Performance Share Unit Program (2018 Incentive PSU Program). In 2019 , the Management Development and Compensation Committee of the Company's Board of Directors (the Compensation Committee) adopted the Equitrans Midstream Corporation 2019 Performance Share Unit Program (the 2019 Equitrans Midstream PSU Program). The 2016 Incentive PSU Program, 2017 Incentive PSU Program, the 2018 Incentive PSU Program (collectively, the EQT Incentive PSU Programs) and the 2019 Equitrans Midstream PSU Program, are referred to herein as the Incentive PSU Programs. The Incentive PSU Programs will vest in both equity and liability awards. The EQT Incentive PSU Programs were established by EQT to provide long-term incentive opportunities to key employees to further align their interests with those of EQT's shareholders and with the strategic objectives of EQT. The Company established the 2019 Equitrans Midstream PSU Program to provide long-term incentive opportunities to key employees to further align their interests with those of the Company's shareholders and with the strategic objectives of the Company. The performance period for each of the awards under the Incentive PSU Programs is 36 months, with vesting occurring upon payment following the expiration of the performance period. The EQT Incentive PSU Program awards granted in 2016 and 2017 are earned based on the following: • the level of EQT total shareholder return relative to a predefined peer group; and • the cumulative EQT total sales volume growth, in each case, over the performance period. Effective as of the Separation and pursuant to the Employee Matters Agreement, the 2018 Incentive PSU Program awards were modified such that 1/3 (2018T1) of the award will be earned based on the following: • the level of EQT total shareholder return relative to a predefined peer group; • the level of EQT operating and development cost improvement; and • EQT return on capital employed. Of the remaining 2/3 (2018T2) of the 2018 Incentive PSU Program awards, the EQT component of the award will be earned based on the following: • the level of EQT total shareholder return relative to a predefined peer group; • the level of EQT operating and development cost improvements; and • EQT return on capital employed. The Company component of the remaining 2/3 of the award will be earned based on the following: • the level of Equitrans Midstream total shareholder return relative to a predefined peer group; and • the cumulative Equitrans Midstream total shareholder return. The 2019 Equitrans Midstream PSU Program awards granted in 2019 are earned based on the following: • the level of Equitrans Midstream total shareholder return relative to a predefined peer group: and • the cumulative Equitrans Midstream total shareholder return. The payout factor for (i) the EQT Incentive PSU Programs varies between zero and 300% of the number of outstanding units and (ii) the 2019 Equitrans Midstream PSU Program varies between zero and 200% of the number of outstanding units, each contingent on the applicable performance metrics. The Company recorded the 2016 Incentive PSU Program and portions of the 2017 Incentive PSU Program, the 2018 Incentive PSU Program and the 2019 Equitrans Midstream PSU Program to be settled in stock as equity awards using a grant date fair value determined through a Monte Carlo simulation, which projects the common stock price for EQT or the Company, as applicable, and their peers at the ending point of the performance period. The 2017 Incentive PSU Program, 2018 Incentive PSU Program and the 2019 Equitrans Midstream PSU Program also included awards to be settled in cash and, therefore, were recorded at fair value as of the measurement date determined through a Monte Carlo simulation, which projects the common stock price for EQT or the Company, as applicable, and their peers at the ending point of the performance period. The expected share prices were generated using each company's annual volatility for the expected term and the commensurate three -year or two -year risk-free rates (each shown in the chart below) for equity awards and liability awards, respectively. As the Incentive PSU Programs include a performance condition that affects the number of shares that will ultimately vest, the Company reevaluates the probability that the performance condition will be achieved at the end of each reporting period and applies the payout multiplier to the grant date fair value or measurement date fair value to record expense, as applicable. The vesting of the units under each Incentive PSU Program occurs upon payment following the expiration of the performance period, subject to continued service through such date. The following table provides detailed information on each award: Incentive PSU Program Settled In Accounting Treatment Fair Value (a) Risk Free Rate Vested/ Payment Date Awards Paid Value (Millions) Unvested/ Expected Payment Date Awards Outstanding as of December 31, 2019 (b) 2016 Stock Equity $ 109.30 1.31 % February 2019 569,290 $ 62.2 N/A N/A 2017 Stock Equity $ 120.60 1.47 % N/A N/A N/A First Quarter of 2020 35,728 2017 Cash Liability $ 13.36 N/A N/A N/A N/A First Quarter of 2020 77,623 2018 Stock Equity $ 76.53 1.97 % N/A N/A N/A First Quarter of 2021 85,872 2018T1 Cash Liability $ 9.71 1.58 % N/A N/A N/A First Quarter of 2021 30,324 2018T2 Cash Liability $ 5.32 1.58 % N/A N/A N/A First Quarter of 2021 60,647 2019 Stock Equity $ 15.03 2.54 % N/A N/A N/A First Quarter of 2022 505,609 2019 Cash Liability $ 3.67 1.63 % N/A N/A N/A First Quarter of 2022 225,416 (a) Grant date fair value was determined using a Monte Carlo simulation for equity awards. Fair value was determined using a Monte Carlo simulation as of the measurement date for liability awards. For unvested Incentive PSU Programs, the grant date fair value for equity awards and the measurement date fair value for liability awards is as of December 31, 2019 . The Company recorded compensation expense as of December 31, 2019 using the grant date fair value for equity awards and the measurement date fair value for liability awards, each computed for the outcome that management estimates to be most probable. (b) Represents the number of outstanding units as of December 31, 2019 , adjusted for forfeitures to be settled in stock or cash. As of December 31, 2019 , $0.3 million of unrecognized compensation cost (assuming no changes to the performance condition achievement level) related to the 2018 Incentive PSU Program – Liability was expected to be recognized over the remainder of the performance periods. As of December 31, 2019 , there was no unrecognized compensation costs (assuming no changes to the performance condition achievement level) for the 2018 Incentive PSU Program – Equity, the 2019 Equitrans Midstream PSU Program – Equity and the 2019 Equitrans Midstream PSU Program – Liability plans. Fair value is estimated using a Monte Carlo simulation valuation method with the following weighted average assumptions: For Incentive PSU Programs Issued During the Years Ended December 31, 2019 2018 2017 Accounting Treatment Liability (a) Equity Liability (a) Equity Equity Risk-free rate 1.63 % 2.54 % 1.58 % 1.97 % 1.47 % Dividend yield (b) N/A N/A N/A N/A N/A Volatility factor 27.0 % 30.0 % 36.1 % 32.6 % 32.3 % Expected term 2 Years 3 Years 1 Year 3 Years 3 Years (a) Information shown for the valuation of the liability plan is as of the measurement date. (b) With respect to the EQT Incentive PSU Programs, dividends paid from the beginning of the performance period will be cumulatively added as additional shares of common stock. Value Driver Performance Share Unit Award Programs The 2017 EQT Value Driver Performance Share Unit Award Program (the 2017 EQT VDA) and the 2018 EQT Value Driver Performance Share Unit Award Program (the 2018 EQT VDA, and together with the 2017 EQT VDA the EQT VDAs) were established by EQT to align the interests of key employees with those of EQT's shareholders and with the strategic objectives of EQT. Under the EQT VDAs, 50% of the awards confirmed vest upon payment following the first anniversary of the grant date and the remaining 50% of the awards confirmed vest upon payment following the second anniversary of the grant date subject to continued service through such date. Due to the graded vesting of each award under the EQT VDAs, the Company recognized compensation cost over the requisite service period for each separately vesting tranche of the award as though each award was, in substance, multiple awards. The payments are contingent upon EQT's adjusted earnings before interest, income taxes, depreciation and amortization performance as compared to EQT's annual business plan and individual, business unit and Company value driver performance over the respective one -year periods. The following table provides detailed information on each award: EQT VDPSU Program Settled In Accounting Treatment Fair Value per Unit (a) Vested/ Payment Date Cash Paid (Millions) Unvested/ Expected Payment Date Awards Outstanding (Including Accrued Dividends) as of December 31, 2019 (b) 2017 Cash Liability $ 20.02 February 2019 $ 3.3 N/A N/A 2018 Cash Liability $ 20.02 February 2019 $ 4.1 N/A N/A Cash Liability $ 13.36 N/A N/A Second Tranche First Quarter of 2020 169,503 (a) The fair value per unit is based on the Company's common stock price on the measurement date. (b) Represents the number of outstanding units as of December 31, 2019 adjusted for forfeitures. Restricted Stock Awards – Equity The Company granted 344,796 restricted stock equity awards during the year ended December 31, 2019 to key employees of the Company. In connection with the Separation, from EQT, the Company assumed 157,000 restricted stock equity awards as of December 31, 2018 for employees of Equitrans Midstream and EQT. Adjusting for vesting and forfeitures, there were 397,117 awards outstanding as of December 31, 2019 . The restricted stock granted will be fully vested at the end of the three -year period commencing with the date of grant (January 1, 2019 for the restricted stock awards granted during the year ended December 31, 2019 ), assuming continued service through such date. As of December 31, 2019 , $5.6 million of unrecognized compensation cost related to non-vested restricted stock equity awards was expected to be recognized over a remaining weighted average vesting term of approximately 1.84 years. A summary of restricted stock equity award activity as of December 31, 2019 and changes during the year then ended is presented below. Non-vested Shares (a) Weighted Average Fair Value Aggregate Fair Value Outstanding at January 1, 2019 147,372 $ 59.71 $ 8,799,885 Granted 344,796 17.78 6,132,036 Vested (83,571 ) 57.10 (4,771,492 ) Forfeited (11,480 ) 33.21 (381,211 ) Outstanding at December 31, 2019 397,117 $ 24.63 $ 9,779,218 (a) Non-vested shares outstanding at December 31, 2019 will be settled by the Company once vested, assuming continued service through such date. Restricted Stock Unit Awards – Liability The Company granted 271,233 restricted stock liability awards during the year ended December 31, 2019 to key employees of the Company. In connection with the Separation, from EQT, the Company assumed 513,413 restricted stock unit liability awards as of December 31, 2018 for employees of Equitrans Midstream and EQT that will be paid in cash. Adjusting for vesting and forfeitures, there were 565,597 awards outstanding as of December 31, 2019 . Because these awards are liability awards, the Company records compensation expense based on the fair value of the awards as remeasured at the end of each reporting period. The restricted stock units granted will be fully vested at the end of the three -year period commencing with the date of grant (January 1, 2019 for the restricted stock awards granted during the year ended December 31, 2019 ), assuming continued service through such date. The total liability recorded for these restricted units was $4.2 million and $4.5 million as of December 31, 2019 and 2018 , respectively. Non-Qualified Stock Options In connection with the Separation, the Company assumed stock options related to EQT share-based compensation awards. The fair value of the Company's stock option grants was estimated at the dates of grant using a Black-Scholes option-pricing model. Risk-free rates for periods within the contractual life of the option are based on the U.S. Treasury yield curve in effect at the date of grant. Dividend yields are based on the dividend yield of EQT's common stock at the time of grant. Expected volatilities are based on historical volatility of EQT's common stock. Expected term represents the period that options granted are expected to be outstanding based on historical option exercise experience. Stock options outstanding and exercisable as of December 31, 2019 were 464,876 and 457,910 , respectively. The weighted average exercise price of stock options outstanding and exercisable as of December 31, 2019 was $38.55 and $38.60 , respectively. There was no stock option activity during 2019. As of December 31, 2019 , there were no unrecognized compensation costs related to outstanding non-vested stock options. Phantom Units The Company and the EQM General Partner grant phantom unit awards to certain non-employee directors that serve on their respective boards. Phantom units vest upon grant and the value of the phantom units will be paid in the applicable security upon the director's termination of service on the applicable board. Phantom units are accounted for as equity awards; as such, the Company recognizes the fair value of the awards on the grant date as share-based compensation expense upon grant. Prior to the completion of the EQGP Buyout, the EQGP general partner granted phantom unit awards (EQGP Phantom Units) to certain non-employee directors of the EQGP general partner. Prior to the EQM-RMP Mergers, the RMP General Partner granted phantom unit awards (RMP Phantom Units) to certain non-employee directors of the RMP General Partner. The RMP phantom units would cliff vest at the end of the requisite service period of approximately one year , and the value of the RMP phantom units were paid in RMP common units upon vesting. A total of 200,768 Equitrans Midstream and 26,700 EQM non-employee director share-based awards including accrued dividends were outstanding as of December 31, 2019 . A summary of phantom units activity for the years ended December 31, 2019, 2018 and 2017 is presented below. Years Ended December 31, 2019 2018 2017 Grants Weighted Average Fair Value Compensation Costs (Millions) Grants Weighted Average Fair Value Compensation Costs (Millions) Grants Weighted Average Fair Value Compensation Costs (Millions) Equitrans Midstream Phantom Units 45,000 $ 20.02 $ 0.9 41,880 $ 21.51 $ 0.9 — $ — $ — EQGP Phantom Units (a) 8,500 $ 20.00 $ 0.2 10,560 $ 26.28 $ 0.3 8,940 $ 25.21 $ 0.3 EQM Phantom Units 5,910 $ 43.25 $ 0.3 5,100 $ 68.66 $ 0.4 2,940 $ 76.68 $ 0.2 RMP Phantom Units (b) — $ — $ — — $ — $ 0.9 — $ — $ — (a) In connection with the completion of the EQGP Buyout, the non-employee directors of the EQGP general partner were paid the Purchase Price for each EQGP phantom unit that they held. See Note 7 . (b) On July 23, 2018, in connection with the EQM-RMP Mergers, the 36,220 outstanding RMP phantom units fully vested and converted into 12,024 EQM common units based on the exchange ratio of 0.3319 , less applicable tax withholding. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table presents the Company's and its consolidated subsidiaries' outstanding debt as of December 31, 2019 and 2018 . December 31, 2019 December 31, 2018 Principal Carrying Value (a) Fair Value (b) Principal Carrying Value (a) Fair Value (b) (Thousands) Equitrans Midstream Credit Facility $ — $ — $ — $ 16,500 $ 16,500 $ 16,500 EQM Credit Facility 610,000 610,000 610,000 625,000 625,000 625,000 Eureka Credit Facility 292,500 292,500 292,500 — — — Total credit facility borrowings $ 902,500 $ 902,500 $ 902,500 $ 641,500 $ 641,500 $ 641,500 ETRN Term Loan Credit Agreement $ 600,000 $ 568,484 $ 594,743 $ 600,000 $ 568,105 $ 589,500 2019 EQM Term Loan Agreement 1,400,000 1,397,491 1,400,000 — — — EQM 4.00% Senior Notes due 2024 500,000 496,476 486,905 500,000 495,708 479,950 EQM 4.125% Senior Notes due 2026 500,000 494,115 471,770 500,000 493,264 454,200 EQM 4.75% Senior Notes due 2023 1,100,000 1,091,988 1,104,961 1,100,000 1,089,742 1,099,890 EQM 5.50% Senior Notes due 2028 850,000 840,420 839,035 850,000 839,302 841,526 EQM 6.50% Senior Notes due 2048 550,000 539,009 518,678 550,000 538,623 549,566 Total debt 5,500,000 5,427,983 5,416,092 4,100,000 4,024,744 4,014,632 Less current portion of debt 6,000 6,000 6,000 6,000 6,000 6,000 Total long-term debt $ 5,494,000 $ 5,421,983 $ 5,410,092 $ 4,094,000 $ 4,018,744 $ 4,008,632 (a) Carrying value of the senior notes and term loans represents principal amount less unamortized debt issuance costs and debt discounts. (b) See Note 1 for a discussion of fair value measurements. The combined aggregate amounts of maturities for long-term debt are as follows: $6.0 million in 2020 and 2021, $1.4 billion in 2022, $1.1 billion in 2023 and 2024 and $1.9 billion in 2025 and thereafter. Equitrans Midstream Credit Facility In October 2018, Equitrans Midstream entered into a senior secured revolving credit facility agreement that provides for $100 million in borrowing capacity and matures in October 2023 (the Equitrans Midstream Credit Facility). 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. Under the terms of the Equitrans Midstream Credit Facility, Equitrans Midstream can obtain Base Rate Loans (as defined in the Equitrans Midstream Credit Facility) or Fixed Period Eurodollar Rate Loans (as defined in the Equitrans Midstream Credit Facility) (the Eurodollar Rate Loans). Base Rate Loans are denominated in dollars and bear interest at a base rate plus a margin of 0.75% to 1.25% based on Equitrans Midstream's consolidated leverage ratio. Eurodollar Rate Loans bear interest at a Eurodollar Rate (as defined in the Equitrans Midstream Credit Facility) plus a margin of 1.75% to 2.25% based on Equitrans Midstream's consolidated leverage ratio. In December 2018, Equitrans Midstream entered into an amendment (the Amendment) to the Equitrans Midstream Credit Facility, which amended the Equitrans Midstream Credit Facility to, among other things, permit (i) Equitrans Midstream's entrance into the Term Loan Credit Agreement (defined below), (ii) the EQGP Buyout and the EQM IDR Transaction and (iii) pari passu liens on the collateral securing the obligations under the ETRN Term Loan Credit Agreement and the Equitrans Midstream Credit Facility. Loans under the Equitrans Midstream Credit Facility are guaranteed by substantially all of the assets of the Company and the Company's direct and indirect, existing and future, wholly-owned, domestic-restricted subsidiaries, including all of the limited partner interests in EQM, subject to certain exceptions and limitations, including the general partner interests in EQM. Following the completion of the EQM IDR Transaction, EQGP was no longer a wholly-owned subsidiary of the Company, and its limited partner interest no longer guaranteed the term loans. The Equitrans Midstream Credit Facility contains negative covenants that, among other things, limit restricted payments, incurrence of debt, dispositions, mergers, fundamental changes and transactions with affiliates. In addition, the Equitrans Midstream Credit Facility contains events of default, including insolvency, nonpayment of scheduled principal or interest obligations, change of control and cross-default related to the acceleration or default of certain other financial obligations, that if occur, could result in termination of the Equitrans Midstream Credit Facility, early payment of amounts outstanding or similar actions. Under the Equitrans Midstream Credit Facility, the Company is required to maintain a consolidated leverage ratio of not more than 3.50 to 1.00, excluding the indebtedness of EQM and its subsidiaries. During the year ended December 31, 2019 and for the period from November 13, 2018 through December 31, 2018, the Company had no letters of credit outstanding under the Equitrans Midstream Credit Facility. During the year ended December 31, 2019 and for the period from November 13, 2018 through December 31, 2018, the maximum outstanding borrowings under the Equitrans Midstream Credit Facility were $44 million and $17 million , respectively, the average daily balances were approximately $3.2 million and $7.4 million , respectively, and the weighted average annual interest rates were 4.2% for both periods. For the year ended December 31, 2019 , commitment fees of $0.5 million were paid to maintain credit availability under the Equitrans Midstream Credit Facility. Equitrans Midstream Term Loan Facility In December 2018, Equitrans Midstream entered into a term loan credit agreement (as amended in May 2019, the ETRN Term Loan Credit Agreement) with Goldman Sachs Bank USA, as administrative agent, PNC Bank, National Association, as collateral agent, and the lenders from time to time party thereto, that provides for a senior secured term loan facility in an aggregate principal amount of $600 million and matures in January 2024 (the ETRN Term Loans and such facility, the Equitrans Midstream Term Loan Facility). The Company received net proceeds from the ETRN 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 ETRN Term Loans accrue interest equal to one of the following, at Equitrans Midstream's option: (i) an alternate base rate (defined as the greatest of (a) the prime rate, (b) the federal funds effective rate plus 0.50% per annum and (c) one-month London Interbank Offered Rate ( LIBOR ) plus 1.00% per annum), plus an applicable margin of 3.50% per annum, or (ii) LIBOR , plus an applicable margin of 4.50% per annum. The Term Loans are due in equal, quarterly installments in an aggregate annual amount equal to 1.00% of the original principal amount of the Term Loans, or $6 million , with the remaining outstanding balance payable on the maturity date. The current portion of the ETRN Term Loans is recorded in current portion of long-term debt on the consolidated balance sheet. The ETRN Term Loan Credit Agreement requires Equitrans Midstream to prepay outstanding ETRN Term Loans, subject to certain exceptions, with Net Proceeds (as defined in the ETRN Term Loan Credit Agreement) from certain non-ordinary course dispositions of assets or from the issuance or incurrence of debt obligations for borrowed money not permitted under the ETRN Term Loan Credit Agreement and certain other debt obligations for borrowed money, and, a variable percentage of excess cash flow, ranging from 50% to 0% depending on the Company's consolidated leverage ratio (as defined in the ETRN Term Loan Credit Agreement) (but suspended during the continuance of either the Company or the ETRN Term Loans obtaining and maintaining an investment grade rating from two of S&P, Moody's and Fitch, in each case with a stable or better outlook). The ETRN Term Loans are guaranteed by substantially all of the assets of the Company and the Company's direct and indirect, existing and future, wholly-owned, domestic-restricted subsidiaries, including all of the limited partner interests in EQM and EQGP prior to the EQM IDR Transaction, subject to certain exceptions and limitations, including the general partner interests in EQM. The ETRN Term Loan Credit Agreement contains negative covenants that, among other things, limit the Company's and its restricted subsidiaries' abilities to incur indebtedness or make guarantees of indebtedness; incur liens; make investments, loans and acquisitions; merge or consolidate; sell assets and issue equity interests; pay dividends on capital stock or redeem, repurchase or retire capital stock, subject to exceptions; alter the Company's business; engage in transactions with affiliates; enter into agreements limiting subsidiary distributions; and enter into certain hedging transactions. In addition, the ETRN Term Loan Credit Agreement contains events of default, including insolvency, nonpayment of scheduled principal or interest obligations, change of control and cross-default related to the acceleration or default of certain other financial obligations, that if occur, could result in termination of the Equitrans Midstream Term Loan Facility, early payment of amounts outstanding or similar actions. Under the ETRN Term Loan Credit Agreement, the Company is required to maintain a debt service coverage ratio of not less than 1.10 to 1.00 (but suspended during the continuance of either the Company or the ETRN Term Loans obtaining and maintaining an investment grade rating from two of S&P, Moody's and Fitch, in each case with a stable or better outlook). The ETRN 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 ETRN 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. The Company had $594.0 million of borrowings outstanding under the ETRN Term Loan Credit Agreement as of December 31, 2019 . The Company had $600.0 million of borrowings outstanding under the ETRN Term Loan Credit Agreement as of December 31, 2018 . During the years ended December 31, 2019 and 2018 , the weighted average annual interest rate was approximately 6.8% and 7.0% , respectively. 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 sheets. 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 period from January 1, 2018 through November 12, 2018, the maximum outstanding borrowings were $3.2 million , the average daily balance was approximately $0.2 million and the weighted average annual interest rate was 3.5% . During the year ended December 31, 2017 , the maximum outstanding borrowings were $0.3 million , the average daily balance was $0.1 million and the weighted average annual interest rate was 2.5% . EQM Revolving Credit Facility In October 2018, EQM amended and restated its unsecured revolving 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. As of December 31, 2019 , no term loans were outstanding under the EQM Credit Facility. EQM's obligations under the revolving portion of the EQM Credit Facility are unsecured. EQM's debt issuer credit ratings determine the level of fees associated with the EQM Credit Facility and the interest rate charged by the counterparties on amounts borrowed against the lines of credit. EQM's debt credit rating and level of fees and interest rates are inversely related. Under the terms of the EQM Credit Facility, EQM can obtain Base Rate Loans (as defined in the EQM Credit Facility) or Fixed Period Eurodollar Rate Loans (as defined in the EQM Credit Facility) (Eurodollar Rate Loans). Base Rate Loans are denominated in dollars and bear interest at a base rate plus a margin of 0.125% to 0.875% determined on the basis of a combination of EQM's then-current credit ratings by Moody's Investors Service (Moody's), S&P Global Ratings (S&P) and Fitch Investor Services (Fitch). Eurodollar Rate Loans bear interest at a Eurodollar Rate (as defined in the EQM Credit Facility) plus a margin of 1.125% to 1.875% determined on the basis of a combination of EQM's then-current credit ratings with Moody's, S&P and Fitch. EQM may voluntarily prepay its borrowings, in whole or in part, without premium or penalty, but subject to reimbursement of funding losses with respect to prepayment of Eurodollar Rate Loans. The EQM Credit Facility contains certain negative covenants, that, among other things, limit the ability of EQM and certain of its subsidiaries to incur or permit liens on assets, establish a maximum consolidated leverage ratio of not more than 5.00 to 1.00 (or not more than 5.50 to 1.00 for certain measurement periods following the consummation of certain acquisitions) tested as of the end of each fiscal year, and limit transactions with affiliates, mergers and other fundamental changes, asset dispositions and the incurrence of new debt, in each case and as applicable, subject to certain specified exceptions. The EQM Credit Facility also contains certain specified events of default, including, among others, failure to make certain payments (subject to specified grace periods in some cases), failure to observe covenants (subject to specified grace periods in some cases), cross-defaults to certain other material debt, certain specified insolvency or bankruptcy events and the occurrence of a change of control event, in each case, the occurrence of which would allow the lenders to accelerate EQM’s payment obligations under the EQM Credit Facility. During the years ended December 31, 2019, 2018 and 2017 , the maximum outstanding borrowings were $1,690 million , $674 million and $260 million , respectively; the average daily balances were approximately $846 million , $230 million and $74 million , respectively; and the weighted average annual interest rates were 3.6% , 3.6% and 2.8% , respectively. EQM had $1 million of letters of credit outstanding under the EQM Credit Facility as of both December 31, 2019 and 2018 . For the years ended December 31, 2019, 2018 and 2017 , commitment fees of $4.6 million , $2.8 million and $1.8 million , respectively, were paid to maintain credit availability under the EQM Credit Facility. 2019 EQM Term Loan Agreement In August 2019, EQM entered into a term loan agreement that provided for unsecured term loans in an aggregate principal amount of $1.4 billion (the 2019 EQM Term Loan Agreement). The initial term loans provided under the 2019 EQM Term Loan Agreement mature in August 2022. EQM received net proceeds from the issuance of the initial term loans under the 2019 EQM Term Loan Agreement of $1,397.4 million , inclusive of debt issuance costs of $2.6 million . The net proceeds were primarily used to repay borrowings under the EQM Credit Facility and the remainder was used for general partnership purposes. The 2019 EQM Term Loan Agreement provides EQM with the right to request incremental term loans in an aggregate amount of up to $300 million , subject to, among other things, obtaining additional commitments from existing lenders or commitments from new lenders. EQM had $1.4 billion of borrowings outstanding under the 2019 EQM Term Loan Agreement as of December 31, 2019 . During the applicable portions of the year ended December 31, 2019 , the weighted average annual interest rate for the period was approximately 3.3% . Under the terms of the EQM Credit Facility, EQM can obtain Base Rate Loans (as defined in the 2019 EQM Term Loan Agreement) or Fixed Period Eurodollar Rate Loans (as defined in the 2019 EQM Term Loan Agreement) (Eurodollar Rate Loans). Base Rate Loans are denominated in dollars and bear interest at a base rate plus a margin of 0.000% to 0.750% determined on the basis of a combination of EQM's then-current credit rating with Moody's, S&P and Fitch. Eurodollar Rate Loans bear interest at a Eurodollar Rate (as defined in the 2019 EQM Term Loan Agreement) plus a margin of 1.000% to 1.750% determined on the basis of a combination of EQM's then-current credit rating with Moody's, S&P and Fitch. EQM may voluntarily prepay its borrowings, in whole or in part, without premium or penalty, but subject to reimbursement of funding losses with respect to prepayment of Eurodollar Rate Loans. The 2019 EQM Term Loan Agreement contains certain negative covenants, that, among other things, limit the ability of EQM and certain of its subsidiaries to incur or permit liens on assets, establish a maximum consolidated leverage ratio of not more than 5.00 to 1.00 (or not more than 5.50 to 1.00 for certain measurement periods following the consummation of certain acquisitions) tested as of the end of each fiscal quarter, and limit transactions with affiliates, mergers and other fundamental changes, asset dispositions, and the incurrence of new debt, in each case and as applicable, subject to certain specified exceptions. The 2019 EQM Term Loan Agreement also contains certain specified events of default, including, among others, failure to make certain payments (subject to specified grace periods in some cases), failure to observe covenants (subject to specified grace periods in some cases), cross-defaults to certain other material debt, certain specified insolvency or bankruptcy events and the occurrence of a change of control event, in each case, the occurrence of which would allow the lenders to accelerate EQM’s payment obligations under the 2019 EQM Term Loan Agreement. Eureka Credit Facility Eureka Midstream, LLC (Eureka), a wholly-owned subsidiary of Eureka Midstream, has a $400 million senior secured revolving 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 (the Eureka Credit Facility). Subject to satisfaction of certain conditions, the Eureka Credit Facility has an accordion feature that allows Eureka to increase the available borrowings under the facility by an additional $100 million to an aggregate $500 million of total commitments. Under the terms of the Eureka Credit Facility, Eureka can obtain base rate loans or Eurodollar rate loans. Base rate loans are denominated in dollars and bear interest at an adjusted base rate, which was equal to the highest of (i) JPMorgan Chase Bank, N.A.'s prime rate, (ii) the one-month Adjusted Eurodollar Rate (as defined in the Eureka Credit Facility credit agreement) plus 1.0% or (iii) the Federal Funds effective rate plus 0.5% per annum; plus the Applicable Margin (as defined in the Eureka Credit Agreement). Eurodollar rate loans bear interest at the Adjusted Eurodollar Rate per annum, which rate is to be determined by the administrative agent pursuant to a prescribed calculation based on the ICE Benchmark Administration LIBOR Rate plus the Applicable Margin. The Applicable Margin ranged from 0.75% to 2.0% in the case of base rate loans and from 1.75% to 3.0% in the case of Eurodollar loans, in each case, depending on the amount of the loan outstanding in relation to the borrowing base. The Eureka Credit Facility contains negative covenants that, among other things, limit restricted payments, the incurrence of debt, dispositions, mergers and fundamental changes, securities issuances, and transactions with affiliates. In addition, the Eureka Credit Facility contains events of default such as insolvency, nonpayment of scheduled principal or interest obligations, loss and failure to replace certain material contracts, change of control and cross-default related to the acceleration or default of certain other financial obligations. Under the Eureka Credit Facility, Eureka is required to maintain a consolidated leverage ratio of not more than 4.75 to 1.00 (or not more than 5.25 to 1.00 for certain measurement periods following the consummation of certain acquisitions). Additionally, as of the end of any fiscal quarter, Eureka will not permit the ratio of consolidated EBITDA (as defined in the Eureka Credit Facility) for the four fiscal quarters then ending to consolidated interest charges to be less than 2.50 to 1.00 . For the period from April 10, 2019 through December 31, 2019 , the maximum amount of outstanding borrowings under the Eureka Credit Facility at any time was approximately $293 million , the average daily balance was approximately $288 million , and Eureka incurred interest at a weighted average annual interest rate of approximately 4.2% for the period. For the period from April 10, 2019 through December 31, 2019 , commitment fees of $0.4 million were paid to maintain credit availability under the credit facility. 2018 EQM 364 -Day Facility In the Predecessor period, EQM had a $500 million , 364 -day, uncommitted revolving loan agreement with EQT (the EQM 364 -Day Facility ) . Interest accrued on outstanding borrowings at an interest rate equal to the rate then applicable to similar loans under the EQM Credit Facility with the largest aggregate commitment amount to which EQM was then a party, less the sum of (i) the then applicable commitment fee under such agreement and (ii) 10 basis points. On November 12, 2018, in connection with the Separation, EQT terminated the EQM 364 -Day Facility. There were no borrowings under the EQM 364-Day Facility outstanding at any time during the year ended December 31, 2018. During the year ended December 31, 2017, the maximum outstanding borrowings under the EQM 364 -Day Facility was $100 million , the average daily balance was approximately $23 million and the weighted average annual interest rate was 2.2% . EQM Term Loan Facility On April 25, 2018, EQM entered into a $2.5 billion unsecured multi-draw 364 -day term loan facility (the 2018 EQM Term Loan Facility). The 2018 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 below), on June 25, 2018, the outstanding balance under the 2018 EQM Term Loan Facility was repaid and the 2018 EQM Term Loan Facility was terminated. As a result of the termination, EQM expensed $3 million of deferred issuance costs. Under the 2018 EQM Term Loan Facility, from April 25, 2018 through June 25, 2018, the maximum amount of EQM's outstanding borrowings was approximately $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 Prior to the completion of the EQM-RMP Mergers, RM Operating LLC (formerly known as Rice Midstream OpCo LLC), a wholly-owned subsidiary of RMP, had an $850 million senior secured credit facility (the RMP $850 Million Facility). 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. For the period from January 1, 2018 through July 23, 2018, the maximum amount of RMP's outstanding borrowings under the RMP $850 Million Facility was $375 million , the average daily balance was approximately $300 million and the weighted average interest rate was 3.8% . 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 facility was terminated. EQM $2.5 Billion Senior Notes In June 2018, EQM issued 4.75% senior unsecured notes due July 2023 in the aggregate principal amount of $1.1 billion , 5.50% senior unsecured notes due July 2028 in the aggregate principal amount of $850 million and 6.50% senior unsecured 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 approximately $11.8 million and debt issuance costs of approximately $22.4 million . The net proceeds were used to repay the outstanding balances under the 2018 EQM Term Loan Facility and the RMP $850 Million Facility, and the remainder was used for general partnership purposes. The EQM $2.5 Billion Senior Notes were issued pursuant to supplemental indentures to EQM's existing indenture dated August 1, 2014. The EQM $2.5 Billion Senior Notes supplemental indentures 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. As of December 31, 2019 , Equitrans Midstream, EQM and Eureka were in compliance with all debt provisions and covenants. See Note 18 for additional information on the proposed Intercompany Loan and the anticipated termination of the ETRN Term Loan Credit Agreement. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following table summarizes income tax expense for the years ended December 31, 2019, 2018 and 2017 . Years Ended December 31, 2019 2018 2017 (Thousands) Current income tax expense: Federal $ — $ 41,788 $ 43,794 State — 16,108 10,239 Total current income tax expense — 57,896 54,033 Deferred income tax expense (benefit): Federal 30,975 96,499 148,623 State 19,729 (71,253 ) 9,746 Total deferred income tax expense 50,704 25,246 158,369 Total income tax expense $ 50,704 $ 83,142 $ 212,402 The following table summarizes differences between income tax expense and amounts computed at the applicable federal statutory rate on pre-tax income for the years ended December 31, 2019, 2018 and 2017 . Years Ended December 31, 2019 2018 2017 (Thousands) Income tax (benefit) expense at statutory rate $ (2,993 ) $ 124,828 $ 187,201 Tax Cuts and Jobs Act — 7,443 129,266 State income tax expense 15,587 21,827 12,710 Noncontrolling interests' share of earnings (29,145 ) (61,505 ) (116,539 ) Impairment of goodwill 78,177 16,535 — Rice Midstream Holdings income not subject to tax — (26,538 ) (13,460 ) Regulatory (asset) liability (369 ) (368 ) 10,488 AFUDC - equity (14,127 ) (2,696 ) (1,683 ) Other 3,574 3,616 4,419 Income tax expense $ 50,704 $ 83,142 $ 212,402 Effective tax rate (355.7 )% 14.0 % 39.7 % For the year ended December 31, 2019 , the effective tax rate was lower than the years ended December 31, 2018 and 2017 primarily due to the impairment of goodwill (see Note 3 ) and its impact on the loss before income before taxes and non-controlling interest. The effective tax rate decreased for the year ended December 31, 2019 as a result of the portion of goodwill for which there was no tax basis, partially offset by the impact of noncontrolling interest and AFUDC - equity. The net impact of the impairment of goodwill, including its impact to income tax expense at the statutory rate, state income tax expense, noncontrolling interests' share of earnings and impairment of goodwill was a reduction to income tax expense of approximately $43.0 million . For the year ended December 31, 2018 , the effective tax rate was lower than the year ended December 31, 2017 due to the impact of the Tax Cuts and Jobs Act. For the years ended December 31, 2019, 2018 and 2017 , the effective tax rates were reduced from the federal and statutory rates because the Company did not record income tax expense for the applicable periods on the portions of its income attributable to the noncontrolling limited partners of EQM, the noncontrolling member of Eureka Midstream, the noncontrolling limited partners of EQGP for the periods prior to January 10, 2019, and, for the period prior to July 23, 2018 and May 1, 2018, attributable to the noncontrolling limited partners of RMP and Gulfport Midstream's 25% interest in Strike Force Midstream. 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. On December 22, 2017, the U.S. Congress enacted the Tax Cuts and Jobs Act, which made significant changes to U.S. federal income tax law, including lowering the federal corporate tax rate to 21% from 35% beginning January 1, 2018. During the year ended December 31, 2018, the Company completed its accounting for the effects of the Tax Cuts and Jobs Act, including accounting for the revaluation of net deferred tax assets and for state income tax effects, and recorded deferred income tax expense of $7.4 million , which is in addition to the $129.3 million of deferred income tax expense recorded during the year ended December 31, 2017. The Company also considered whether existing deferred tax assets will be recovered in future periods under this legislation and noted no significant effect to the realizability of the deferred tax assets. For the year ended December 31, 2017 , the Company recorded income tax expense of $10.5 million related to Equitrans, L.P.'s FERC-regulated assets as a result of the corporate tax rate reduction in the Tax Cuts and Jobs Act. Following the normalization rules of the Code, this regulatory liability is amortized on a straight-line basis over the estimated remaining life of the related assets. The following table summarizes the components of net deferred tax assets. December 31, 2019 2018 (Thousands) Total deferred income tax asset / (liability): Net operating loss carryforwards $ 49,388 $ 36,202 Investment in partnerships 42,232 559,858 Other (1,023 ) 1,261 Total net deferred income tax asset $ 90,597 $ 597,321 For the year ended December 31, 2019 , the investments in partnerships decreased $517.7 million compared to the year ended December 31, 2018 primarily due to the Company's change in ownership as a result of the EQM IDR Transaction. As of December 31, 2019 , the Company has federal net operating losses (NOL) of $39.0 million and state NOL of $10.4 million related to various state jurisdictions. The federal and states of Virginia and West Virginia NOL carryforwards have no expiration, but utilization is limited to 80% of taxable income in the year of utilization. The Company's Pennsylvania NOL carryforwards expire in 2039. The Company believes that it is more likely than not that the benefit from certain federal and state NOL carryforwards will be realized. In addition to the NOL carryforwards, the Company has recorded deferred tax assets principally resulting from its investment in partnerships. No valuation allowances have been established because the Company believes that future sources of taxable income, reversing temporary differences and other tax planning strategies will be sufficient to realize these deferred tax assets. Any determination to change the valuation allowance would impact the Company's income tax expense and net income in the period in which such a determination is made. The Company has not identified any uncertain tax positions as of December 31, 2019 or 2018 . |
Concentrations of Credit Risk
Concentrations of Credit Risk | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Credit Risk | Concentrations of Credit Risk For the years ended December 31, 2019, 2018 and 2017 , EQT accounted for approximately 69% , 74% and 74% , respectively, of the Company's total revenues across all of the Company's operating segments. As of December 31, 2019 , EQT's public debt had an investment grade rating. On January 13, 2020, Moody's downgraded EQT's senior unsecured rating to Ba1, with a negative outlook, from Baa3 with a negative outlook. On February 3, 2020, S&P downgraded EQT's senior unsecured rating to BB+ with a negative outlook, from BBB- with a negative outlook. Further, on February 14, 2020, Fitch downgraded EQT's senior unsecured rating to BB with a negative outlook, from BBB- with a negative outlook. For the years ended December 31, 2019, 2018 and 2017 , PNG Companies LLC and its affiliates accounted for approximately 7% , 7% and 11% , respectively, of the Company's total revenues. As of December 31, 2019 and 2018 , approximately 31% of the accounts receivable balances represented amounts due from marketers excluding EQT for each respective period. To manage the credit risk related to transactions with marketers, the Company engages with only those that meet specified criteria for credit and liquidity strength and actively monitors accounts with marketers. In connection with its assessment of marketer credit and liquidity strength, the Company may request a letter of credit, guarantee, performance bond or other credit enhancement. The Company did not experience significant defaults on accounts receivable during the years ended December 31, 2019 , 2018 and 2017 . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In the ordinary course of business, various legal and regulatory claims and proceedings are pending or threatened against the Company and its subsidiaries, including EQM. While the amounts claimed may be substantial, the Company and EQM are unable to predict with certainty the ultimate outcome of such claims and proceedings. The Company and EQM accrue legal and other direct costs related to loss contingencies when incurred. Each of the Company and EQM, as applicable, establishes reserves whenever it believes it to be appropriate for pending matters. Furthermore, after consultation with counsel and considering available insurance, the Company believes that the ultimate outcome of any matter currently pending against it, EQM or any of their respective subsidiaries will not materially affect its business, financial condition, results of operations, liquidity or ability to pay dividends to its shareholders. EQM is subject to federal, state and local environmental laws and regulations. These laws and regulations, which are constantly changing, can require expenditures for remediation and, in certain instances, can result in assessment of fines. EQM has established procedures for the ongoing evaluation of its operations to identify potential environmental exposures and to ensure compliance with regulatory requirements. The estimated costs associated with identified situations requiring remedial action are accrued; however, when recoverable through future regulated rates, certain of these costs are deferred as regulatory assets. Ongoing expenditures for compliance with environmental laws and regulations, including investments in facilities to meet environmental requirements, have not been material. Management believes that any such required expenditures will not be significantly different in either nature or amount in the future and does not know of any environmental liabilities that will have a material effect on EQM's business, financial condition, results of operations, liquidity or ability to make quarterly cash distributions to EQM's unitholders, including the Company. The Company has identified situations that require remedial action for which approximately $0.6 million and $2.1 million is included in other liabilities and credits in the consolidated balance sheets as of December 31, 2019 and 2018 , respectively. Purchase obligations represent agreements to purchase goods or services that are enforceable, legally binding and specify all significant terms, including the approximate timing of the transaction. As of December 31, 2019 , the Company had approximately $24.1 million of purchase obligations, which included commitments for capital expenditures, operating expenses and service contracts. For the years ended December 31, 2018 and 2017 , operating lease rental payments for office locations, warehouse buildings and compressors were $7.2 million and $5.4 million , respectively. For information related to operating lease rental payments for office locations, warehouse buildings and compressors for the year ended December 31, 2019 , see Note 5 . See Note 8 for discussion of the MVP Joint Venture guarantees and letters of credit. See Note 18 for a description of the EQT Global GGA. |
Post-retirement Benefit Plans
Post-retirement Benefit Plans | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Post-retirement Benefit Plans | Post-retirement Benefit Plans Prior to the Separation and Distribution, employees of EQT operated the Company's and EQM's assets. EQT charged the Company for the payroll and benefit costs associated with these individuals and for the retirees of Equitrans, L.P. Post-Separation, employees of the Company operate EQM's assets. The Company charges EQM for the payroll and benefit costs associated with these individuals and for the retirees of Equitrans, L.P. The Company carries obligations for employee-related benefits in its financial statements. Upon Separation, EQT transferred to the Company the post-retirement benefits liability and accumulated other comprehensive income balance associated with the Legacy Retirement Plan. The Company recognizes expense for on-going post-retirement benefits other than pension, a portion of which is subject to recovery in the approved rates of Equitrans, L.P.'s rate-regulated business. Prior to the Separation, the Company contributed to a defined contribution plan sponsored by EQT. The contribution amount was equal to a percentage of allocated base salary. During the period from January 1, 2018 through November 12, 2018 and for the year ended December 31, 2017, the Company was charged its contribution percentage through the EQT payroll and benefit costs discussed in Note 9 . For the year ended December 31, 2019 and for the period from the Separation Date through December 31, 2018 , the Company recognized expense related to its defined contribution plan of $7.8 million and $0.6 million , respectively. The Company recognizes expenses for ongoing post-retirement benefits other than pensions, which are subject to recovery in FERC-approved rates. Expenses recognized by the Company for ongoing post-retirement benefits other than pensions were approximately $1.2 million for each year ended December 2019 , 2018 and 2017 . |
Interim Financial Information (
Interim Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Interim Financial Information (Unaudited) | Interim Financial Information (Unaudited) The following quarterly summary of operating results reflects variations due primarily to the effects of the timing of the closings of the Rice Merger, the Separation and the Bolt-on Acquisition, the separation and other transaction costs related to the Rice Merger, the EQM-RMP Mergers, the Drop-Down Transaction, the Separation, the EQGP Buyout, the EQM IDR Transaction and the Bolt-on Acquisition, the $261.9 million of impairment of goodwill recorded in the fourth quarter of 2018, the EQM IDR Transaction, the Private Placement, the Bolt-on Acquisition, the $81.0 million of impairment of long-lived assets recorded in the second quarter of 2019, the $268.1 million of impairment of goodwill recorded in the third quarter of 2019, the $36.4 million of impairment of long-lived assets recorded in the third quarter of 2019, the $583.7 million of impairment of goodwill recorded in the fourth quarter of 2019 and the seasonal nature of the Company's transmission and storage business. Three Months Ended March 31 June 30 (a) September 30 (a)(b) December 31 (a)(b) (Thousands, except per share amounts) 2019 Operating revenues $ 389,782 $ 406,167 $ 408,434 $ 425,859 Operating income (loss) 260,041 166,175 (38,453 ) (311,763 ) Net income (loss) 199,566 130,480 (61,489 ) (333,516 ) Net income (loss) attributable to Equitrans Midstream 56,299 74,521 (65,825 ) (268,738 ) Earnings (loss) per share of common stock attributable to Equitrans Midstream Basic: Weighted average common stock outstanding 254,776 254,917 254,915 254,940 Net income (loss) $ 0.22 $ 0.29 $ (0.26 ) $ (1.05 ) Diluted: Weighted average common stock outstanding 254,827 254,967 254,915 254,940 Net income (loss) $ 0.22 $ 0.29 $ (0.26 ) $ (1.05 ) Three Months Ended March 31 (c) June 30 (c) September 30 (c) December 31 (a)(b) (Thousands, except per share amounts) 2018 Operating revenues $ 371,026 $ 374,697 $ 364,584 $ 384,791 Operating income (loss) 249,340 234,868 218,322 (59,446 ) Net income (loss) 223,744 219,607 185,966 (118,040 ) Net income (loss) attributable to Equitrans Midstream 82,729 101,067 82,825 (48,223 ) Earnings (loss) per share of common stock attributable to Equitrans Midstream Basic: Weighted average common stock outstanding 254,432 254,432 254,432 254,432 Net income (loss) $ 0.33 $ 0.40 $ 0.33 $ (0.19 ) Diluted: Weighted average common stock outstanding 255,033 255,033 255,033 254,432 Net income (loss) $ 0.32 $ 0.40 $ 0.32 $ (0.19 ) (a) See Note 3 for disclosure regarding impairments of long-lived assets. (b) For the quarters ended September 30, 2019, December 31, 2019 and December 31, 2018, because the Company generated a net loss, the Company's computation of loss per share excluded potentially dilutive securities; as such, basic and diluted average common stock outstanding were the same for the quarters ended September 30, 2019, December 31, 2019 and December 31, 2018. (c) |
Consolidated Variable Interest
Consolidated Variable Interest Entities | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidated Variable Interest Entities | Consolidated Variable Interest Entities As of December 31, 2019 , the Company determined EQM to be a variable interest entity. In addition, as of December 31, 2018 and for the period from January 1, 2019 to January 10, 2019, 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 the Company's limited partner interests in EQGP prior to the EQGP Buyout, EQGP's general partner interest, limited partner interest and IDRs in EQM prior to the EQM IDR Transaction, and the Company's limited partner interest in EQM following 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 during the applicable periods. 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 7 . In addition, for discussion of related party transactions, see Note 9 . The Company continues to consolidate EQM and, through EQM, EQGP. Significant risks associated with EQM include, without limitation, the following: • The Company's only cash-generating assets are its partnership interests in EQM; as such, the Company's cash flow is dependent on EQM cash distributions. • Given EQM's expectation that it will derive a substantial majority of its revenues from EQT for the foreseeable future, any event, whether in EQM's areas of operations or otherwise, that adversely affects EQT's production, financial condition, leverage, results of operations or cash flows may adversely affect EQM's ability to sustain or increase cash distributions to its unitholders, including the Company; • Gathering, transmission and water services are subject to extensive regulation, environmental and otherwise, by federal, state and local authorities, which may expose EQM to significant costs and liabilities; • Expanding EQM's business through construction of midstream assets subjects EQM to risks. If EQM does not complete its planned expansion projects on schedule, at the budgeted cost or at all, its business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to its unitholders, including the Company, may be adversely affected and the Company's and EQM's future growth may be limited; • EQM is subject to hazards and operational risks, including, but not limited to, ruptures, fires, explosions and leaks to pipelines, facilities, equipment and surrounding properties caused by natural disasters, adverse weather, acts of sabotage and terrorism and inadvertent error; and • Certain services EQM provides on its transmission and storage system are subject to long-term, fixed-price negotiated rate contracts that are not subject to adjustment, regardless of whether EQM's cost to perform such a service exceeds the revenues received; as a result, EQM's costs could exceed the revenues received. 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. December 31, 2019 2018 (Thousands) ASSETS Cash and cash equivalents $ 15,760 $ 17,515 Accounts receivable (a) 254,109 254,390 Other current assets 25,004 14,909 Net property, plant and equipment (b) 7,715,122 5,806,628 Investment in unconsolidated entity 2,324,108 1,510,289 Goodwill 486,698 1,123,813 Net intangible assets 797,439 576,113 Other assets 196,779 152,464 LIABILITIES Accounts payable (a) $ 126,786 $ 207,877 Capital contribution payable to the MVP Joint Venture 45,150 169,202 Accrued interest 73,366 80,199 Accrued liabilities 31,550 20,672 Credit facility borrowings 902,500 625,000 EQM long-term debt 4,859,499 3,456,639 Regulatory and other long-term liabilities 78,397 38,724 (a) Accounts receivable as of December 31, 2019 and 2018 included $175.2 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 December 31, 2019 . (b) Includes approximately $59.1 million conveyed to EQM in the Shared Assets Transaction primarily consisting of IT infrastructure, office equipment, vehicles and office leases. See Note 7 . The following table summarizes EQM's statements of consolidated operations and cash flows, inclusive of transactions with related parties. Years Ended December 31, 2019 2018 2017 (a) (Thousands) Operating revenues $ 1,630,242 $ 1,495,098 $ 826,522 Operating expenses 1,426,056 768,445 245,032 Other expenses (42,104 ) (55,305 ) (9,586 ) Net income $ 162,082 $ 671,348 $ 571,904 Net cash provided by operating activities $ 1,049,407 $ 1,187,239 $ 650,550 Net cash used in investing activities (2,629,633 ) (2,950,254 ) (456,968 ) Net cash provided by (used in) financing activities 1,578,471 1,725,930 (251,393 ) (a) Amounts for the year ended December 31, 2017 have not been recast to include the results of the EQM-RMP Mergers and Drop-Down Transaction. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Agreement and Plan of Merger. On February 26, 2020, the Company, EQM LP Corporation, a Delaware corporation and a wholly owned subsidiary of the Company (EQM LP), LS Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of EQM LP (Merger Sub), EQM, and the EQM General Partner entered into an Agreement and Plan of Merger (the EQM Merger Agreement), pursuant to which Merger Sub will merge with and into EQM (the EQM Merger), with EQM continuing and surviving as an indirect, wholly owned subsidiary of the Company following the EQM Merger. Following the EQM Merger, EQM will no longer be a publicly traded entity. Under the terms of the EQM Merger Agreement, and subject to the satisfaction or waiver of certain conditions therein, at the effective time of the EQM Merger (the Effective Time), (i) each outstanding EQM common unit (each, an EQM Common Unit), other than EQM Common Units owned by the Company and its subsidiaries (each, a Public Common Unit), will be converted into the right to receive, subject to adjustment as described in the EQM Merger Agreement, 2.44 shares of the Company's common stock, no par value (Equitrans Midstream common stock) (the Merger Consideration); (ii) (x) $600 million of the Series A Perpetual Convertible Preferred Units (each, a Series A Preferred Unit) issued and outstanding immediately prior to the Effective Time will be redeemed by EQM, and (y) the remaining portion of the Series A Preferred Units issued and outstanding immediately prior to the Effective Time will be exchanged for shares of a newly authorized and created series of preferred stock, without par value, of Equitrans Midstream, convertible into Equitrans Midstream common stock (the ETRN Preferred Shares); and (iii) each outstanding phantom unit relating to an EQM Common Unit issued pursuant to the Amended and Restated EQGP Services, LLC 2012 Long-Term Incentive Plan, dated as of February 22, 2019 (the EQM LTIP), and any other award issued pursuant to the EQM LTIP, whether vested or unvested, will be converted into the right to receive, with respect to each EQM Common Unit subject thereto, the Merger Consideration (plus any accrued but unpaid amounts in relation to distribution equivalent rights), less applicable tax withholding. The interests in EQM owned by the Company and its subsidiaries (including the Class B units) will remain outstanding as limited partner interests in the surviving entity. The EQM General Partner will continue to own the non-economic general partner interest in the surviving entity. EQM has agreed to, and the EQM General Partner will use its reasonable best efforts to cause EQM to, cease and cause to be terminated any discussions or negotiations with any person conducted heretofore with respect to a competing acquisition proposal, not to directly or indirectly solicit competing acquisition proposals or to enter into discussions concerning, or provide confidential information in connection with, any unsolicited alternative business combinations, subject to certain exceptions with respect to unsolicited proposals received by EQM. In addition, EQM has agreed to call a special meeting of the holders of EQM Common Units (the EQM Special Meeting) to approve the EQM Merger Agreement. The EQM Conflicts Committee may, subject to certain conditions, change its recommendation in favor of approval of the EQM Merger Agreement and the EQM Merger if, in connection with receipt of a superior proposal or the occurrence of a Partnership Changed Circumstance (as defined in the EQM Merger Agreement), it determines in good faith that failure to take such action would constitute a breach of, or otherwise be inconsistent with, its duties under applicable law, as modified by the Partnership Agreement. However, even if the EQM Conflicts Committee changes its recommendation, the EQM Merger Agreement and the EQM Merger require EQM to submit the EQM Merger Agreement for approval by the limited partners of EQM. The EQM Merger Agreement contains representations and warranties from the parties and indemnification obligations, and each party has agreed to certain covenants, including, among others, covenants relating to, among others, (i) the conduct of business during the interim period between the execution of the EQM Merger Agreement and the Effective Time and (ii) the obligation to use reasonable best efforts to cause the EQM Merger to be consummated. Completion of the EQM Merger is conditioned upon, among others: (i) approval (the Partnership Approval) of the EQM Merger Agreement and the EQM Merger by holders of a majority of the outstanding EQM Common Units, Class B units, and Series A Preferred Units, with such Series A Preferred Units treated as EQM Common Units on an as-converted basis, voting together as a single class; (ii) approval (the ETRN Shareholder Approval) of the Equitrans Midstream Stock Issuance by a majority of votes cast at a special meeting of holders of shares of Equitrans Midstream common stock (the ETRN Special Meeting); (iii) there being no law or injunction prohibiting consummation of the transactions contemplated under the EQM Merger Agreement; (iv) the effectiveness of a registration statement on Form S-4, and no stop order suspending the effectiveness of such registration statement, relating to the issuance of shares of Equitrans Midstream common stock pursuant to the EQM Merger Agreement; (v) approval for listing on the New York Stock Exchange of the shares of Equitrans Midstream common stock issuable pursuant to the EQM Merger Agreement; (vi) subject to specified materiality standards, the accuracy of certain representations and warranties of each party; (vii) the delivery of a tax opinion to the Company in form and substance approved by EQT Corporation, a Pennsylvania corporation (EQT), satisfying the requirements of an unqualified tax opinion (as defined in the Tax Matters Agreement, dated November 12, 2018, between EQT and the Company) with respect to the transactions contemplated by the EQM Merger Agreement;(viii) compliance with, or waiver, if permissible, by the respective parties in all material respects with their respective covenants; and (ix) closing of the Restructuring (defined herein). The EQM Merger Agreement contains provisions granting each of the Company and EQM the right to terminate the EQM Merger Agreement for certain reasons, including, among others, (i) by the mutual written consent of the Company and EQM; (ii) if the EQM Merger has not been consummated on or before August 26, 2020; (iii) if any law, injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any governmental authority shall be in effect, and has become final and nonappealable, enjoining, restraining, preventing or prohibiting the consummation of the Transactions or making the consummation of the Transactions illegal; (iv) if the EQM Special Meeting shall have concluded and the Partnership Approval shall not have been obtained; (v) if the ETRN Special Meeting shall have concluded and the ETRN Shareholder Approval shall not have been obtained; or (vi) if a Partnership Adverse Recommendation Change (as defined in the EQM Merger Agreement) shall have occurred prior to receipt of the Partnership Approval (as defined the EQM Merger Agreement) (provided that the Partnership may only terminate as a result of Partnership Changed Circumstances (as defined in the EQM Merger Agreement)). The EQM Merger Agreement contains provisions granting the Company the right to terminate the EQM Merger Agreement for certain reasons, including, (a) a Partnership Adverse Recommendation Change (as defined in the EQM Merger Agreement) shall have occurred, prior to receipt of Partnership Approval, (b) if EQM or the EQM General Partner shall have breached or failed to perform its representations, warranties, covenants or agreements set forth in the EQM Merger Agreement, which breach or failure (x) would give rise to a failure of certain of the conditions to the Company’s obligations to consummate the Transactions under the EQM Merger Agreement and (y) is incapable of being cured or is not cured within the earlier of 30 days of written notice of such breach or failure by the Company, provided the Company shall not have the right to terminate if the Company, EQM LP or Merger Sub are in material breach of any of their representations, warranties, covenants or agreements contained in the EQM Merger Agreement, or (c) prior to receipt of Partnership Approval, EQM is in Willful Breach (as defined in the EQM Merger Agreement) of its obligations set forth under the non-solicitation provisions of the EQM Merger Agreement; provided the Company shall not have the right to terminate if the Company, EQM LP or Merger Sub are in material breach of any of its representations, warranties, covenants or agreements contained in the EQM Merger Agreement. The EQM Merger Agreement contains provisions granting EQM the right to terminate the EQM Merger Agreement if (a) the Company has breached or failed to perform its representations, warranties, covenants or agreements set forth in the EQM Merger Agreement, which breach or failure (1) would give rise to a failure of certain of the conditions to EQM’s obligations to consummate the Transactions under the EQM Merger Agreement and (2) is incapable of being cured or is not cured within the earlier of 30 days of written notice of such breach or failure by EQM, provided EQM shall not have the right to terminate if EQM or the EQM General Partner is in material breach of any of its representations, warranties, covenants or agreements contained in the EQM Merger Agreement or (b) prior to receipt of the Partnership Approval (as defined in the EQM Merger Agreement), in order to enter into an agreement providing for a Superior Proposal (as defined in the EQM Merger Agreement). Upon termination of the EQM Merger Agreement under certain circumstances, EQM will be obligated to (i) pay the Company a termination fee equal to $36.5 million and/or (ii) reimburse the Company for its expenses in an amount not to exceed $10 million . The EQM Merger Agreement also provides that upon termination of the EQM Merger Agreement under certain circumstances, the Company will be obligated to reimburse EQM for its expenses in an amount not to exceed $10 million . EQT Global GGA. On February 26, 2020 (the EQT Global GGA Effective Date), a subsidiary of EQM entered into a Gas Gathering and Compression Agreement (the EQT Global GGA) with EQT and certain affiliates of EQT, for the provision by EQM of gas gathering services to EQT in the Marcellus and Utica Shales of Pennsylvania and West Virginia. Effective as of the EQT Global GGA Effective Date, EQT will be subject to an initial annual minimum volume commitment of 3.0 Bcf per day. The EQT Global GGA runs from the EQT Global GGA Effective Date through December 31, 2035, and will renew year to year thereafter unless terminated by EQT or EQM. Pursuant to the EQT Global GGA, EQM will have certain obligations to build additional connections to connect additional EQT wells to its gathering system, which are subject to geographical limitations in relation to the dedicated area in Pennsylvania and West Virginia, as well as the distance to EQM's then-existing gathering system. In addition to the fees related to gathering services, the EQT Global GGA provides for potential cash bonus payments payable by EQT to EQM during the period beginning on the in-service date of the MVP until the earlier of (i) 36 months following the in-service date of the MVP or (ii) December 31, 2024. The potential cash bonus payments are conditioned upon the quarterly average of the NYMEX Henry Hub Natural Gas Spot Price exceeding certain price thresholds. Following the MVP in-service date, the gathering fees payable by EQT to EQM (or its affiliates) set forth in the EQT Global GGA are subject to potential reductions for certain contract years set forth in the EQT Global GGA, conditioned upon the in-service date of the MVP, which provide for estimated aggregate fee relief of $270 million in the first year after the in-service date of the MVP, $230 million in the second year after the in-service date of the MVP and $35 million in the third year after the in-service date of the MVP. In addition, if the MVP in-service date has not occurred by January 1, 2022, EQT has an option, exercisable for a period of twelve months, to forgo $145 million of the gathering fee relief in the first year after the MVP in-service date and $90 million of the gathering fee relief in the second year after the MVP in-service date in exchange for a cash payment from EQM to EQT in the amount of approximately $196 million . Credit Letter Agreement. On February 26, 2020, EQM and EQT entered into a letter agreement (the Credit Letter Agreement) pursuant to which, among other things, (a) EQM agreed to relieve certain credit posting requirements for EQT, in an amount up to approximately $250 million , under its commercial agreements with EQM, subject to EQT maintaining a minimum credit rating from two of three rating agencies of (i) Ba3 with Moody’s, (ii) BB- with S&P and (iii) BB- with Fitch and (b) EQM agreed to use commercially reasonable good faith efforts to negotiate similar credit support arrangements for EQT in respect of its commitments to the MVP Joint Venture. Water Services Letter Agreement. On February 26, 2020, EQM entered into a letter agreement with EQT, pursuant to which EQT agreed to utilize EQM for the provision of water services under one or more water services agreements (the Water Services Letter Agreement). The Water Services Letter Agreement is effective as of the first day of the first month following the MVP in-service date and shall expire on the fifth anniversary of such date. During each year of the Water Services Letter Agreement, EQT agreed that fees incurred to EQM for services pursuant to the Water Services Letter Agreement shall be equal to or greater than $60 million per year. Share Purchase Agreements. On February 26, 2020, the Company entered into two share purchase agreements (the Share Purchase Agreements) with EQT, pursuant to which (i) the Company will purchase 4,769,496 shares of Equitrans Midstream common stock (the Cash Shares) from EQT in exchange for approximately $46 million in cash, (ii) the Company will purchase 20,530,256 shares of Equitrans Midstream common stock (the Rate Relief Shares and, together with the Cash Shares, the Share Purchases) from EQT in exchange for a promissory note (the Rate Relief Note) representing approximately $196 million in aggregate principal amount, and (iii) the Company will pay to EQT cash in the amount of approximately $7 million . At the Share Purchase Closing (as defined below), EQT will assign the Rate Relief Note to EQM as consideration for certain commercial terms, including potential reductions in the gathering fees, contemplated in the EQT Global GGA. The Share Purchase Agreements contain certain representations, warranties, covenants and conditions to closing, including entry into the Intercompany Loan (as defined below). The transactions contemplated by the Share Purchase Agreements are expected to close in early March 2020 (the Share Purchase Closing). At the Share Purchase Closing, the Company intends to use borrowings under the Intercompany Loan to fund the purchase of the Cash Shares contemplated by the Share Purchase Agreements in addition to other uses of proceeds. Additionally, at the Share Purchase Closing, the Company will issue the Rate Relief Note to EQT in exchange for the Rate Relief Shares, and EQT will immediately thereafter assign the Rate Relief Note to EQM. The interest rate for the Rate Relief Note will be fixed at 7.0% per annum and interest payments will be due semi-annually in arrears commencing on the earlier of (i) March 31, 2022 and (ii) the MVP in-service date. The Rate Relief Note will mature on February 29, 2024. The holder of the Rate Relief Note will be able to accelerate amounts payable under the Rate Relief Note upon the Company’s failure to pay debts as they become due and other customary events of default. The Company will be able to prepay the Rate Relief Note in whole or in part at any time without premium or penalty. Preferred Restructuring Agreement. On February 26, 2020, the Company and EQM entered into a Preferred Restructuring Agreement (the Restructuring Agreement) with all of the holders of Series A Preferred Units (collectively, the Investors), pursuant to which (i) EQM will redeem $600 million of the Investors' Series A Preferred Units issued and outstanding immediately prior to the effective time of the Restructuring Agreement and (ii) the remaining portion of the Series A Preferred Units issued and outstanding immediately prior to the effective time of the Restructuring Agreement will be exchanged for ETRN Preferred Shares on a one for one basis (the ETRN Private Placement), in each case, in connection with the occurrence of the “Series A Change of Control” (as defined in the Partnership Agreement) that will occur upon the closing of the EQM Merger (the Restructuring). The ETRN Preferred Shares to be issued in the ETRN Private Placement have not been registered under the Securities Act of 1933, as amended (the Securities Act), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The Restructuring is expected to close substantially concurrent with the closing of the EQM Merger (the Restructuring Closing), subject to the delivery of certain closing deliverables and certain closing conditions, including, among others: (i) the continued accuracy of the representations and warranties contained in the Restructuring Agreement; (ii) the performance by each party of its respective obligations under the Restructuring Agreement; (iii) the absence of any suit, action or proceeding by any governmental authority restraining, precluding, enjoining or prohibiting the Restructuring; (iv) the closing of the EQM Merger either prior to or concurrently with the Restructuring Closing; and (v) the execution of certain agreements and delivery of certain documents related to the Restructuring, including the certificate of designations to be filed by the Company with the Pennsylvania Department of State at the Restructuring Closing (the Certificate of Designations) and a registration rights agreement to be entered into by and among the Company and the Investors (the Registration Rights Agreement). Pursuant to the Restructuring Agreement, in connection with the Restructuring Closing, the Company will file the Certificate of Designations with the Pennsylvania Department of State in substantially the form attached as an exhibit to the Restructuring Agreement to, among other things, authorize and establish the designations, rights and preferences of the ETRN Preferred Shares. The ETRN Preferred Shares are a new class of security that will rank pari passu with any other outstanding class or series of preferred stock of Equitrans Midstream and senior to Equitrans Midstream common stock with respect to dividend rights and rights upon liquidation. The ETRN Preferred Shares will vote on an as-converted basis with Equitrans Midstream common stock and will have certain other class voting rights with respect to any amendment to the Certificate of Designations or the Company’s articles of incorporation that would be adverse (other than in a de minimis manner) to any of the rights, preferences or privileges of the ETRN Preferred Shares. The holders of the ETRN Preferred Shares will receive cumulative quarterly dividends at a rate per annum of 9.75% for each quarter ending on or before March 31, 2024, and thereafter the quarterly dividends at a rate per annum equal to the sum of (i) three-month LIBOR as of a LIBOR Determination Date (as defined in the Certificate of Designation) in respect of the applicable quarter and (ii) 8.15% ; provided that the rate per annum shall not be less than 10.50% . The Company will not be entitled to pay any dividends on any junior securities, including any of Equitrans Midstream common stock, prior to paying the quarterly dividends payable to the ETRN Preferred Shares, including any previously accrued and unpaid dividends. Each holder of the ETRN Preferred Shares may elect to convert all or any portion of the ETRN Preferred Shares owned by it into Equitrans Midstream common stock initially on a one-for-one basis, subject to certain anti-dilution adjustments and an adjustment for any dividends that have accrued but not been paid when due and partial period dividends (referred to as the “conversion rate”), at any time (but not more often than once per fiscal quarter) after April 10, 2021 (or earlier liquidation, dissolution or winding up of the Company), provided that any conversion is for at least $20 million (calculated based on the closing price of the ETRN Preferred Shares on the trading day preceding notice of the conversion) or such lesser amount if such conversion relates to all of a holder’s remaining ETRN Preferred Shares. The Company may elect to convert all or any portion of the ETRN Preferred Shares for Equitrans Midstream common stock at any time (but not more often than once per quarter) after April 10, 2021 if (i) the Equitrans Midstream common stock is listed for, or admitted to, trading on a national securities exchange, (ii) the closing price per share of Equitrans Midstream common stock on the national securities exchange on which such shares are listed for, or admitted to, trading exceeds 140% of the price at which the ETRN Preferred Shares were issued (the ETRN Preferred Shares Issue Price) for the 20 consecutive trading days immediately preceding notice of the conversion, (iii) the average daily trading volume of the Equitrans Midstream common stock on the national securities exchange on which the Equitrans Midstream common stock is listed for, or admitted to, trading exceeds 1,000,000 shares of Equitrans Midstream common stock for the 20 consecutive trading days immediately preceding notice of the conversion, (iv) the Company has an effective registration statement on file with the Securities and Exchange Commission covering resales of the shares of Equitrans Midstream common stock to be received by such holders upon any such conversion and (v) the Company has paid all accrued quarterly dividends in cash to the holders. Upon certain events involving a Change of Control (as defined in the Certificate of Designations) in which more than 90% of the consideration payable to the holders of the Equitrans Midstream common stock is payable in cash, the ETRN Preferred Shares will automatically convert into Equitrans Midstream common stock at a conversion ratio equal to the ETRN Preferred Shares Issue Price multiplied by 110% plus any unpaid dividends on such date and any partial period dividend with respect to the ETRN Preferred Shares for the quarter in which the conversion occurs, divided by (ii) the ETRN Preferred Shares Issue Price. In connection with other Change of Control events that do not satisfy the 90% cash consideration threshold described above, in addition to certain other conditions, each holder of ETRN Preferred Shares may elect to (a) convert all, but not less than all, of its ETRN Preferred Shares into Equitrans Midstream common stock at the then applicable conversion rate, (b) if the Company is not the surviving entity (or if the Company is the surviving entity, but Equitrans Midstream common stock will cease to be listed), require the Company to use commercially reasonable efforts to cause the surviving entity in any such transaction to issue a substantially equivalent security (or if the Company is unable to cause such substantially equivalent securities to be issued, to convert into shares of Equitrans Midstream common stock at a premium of 110% of the ETRN Preferred Shares Issue Price), (c) if the Company is the surviving entity, continue to hold the ETRN Preferred Shares or (d) require the Company to redeem the ETRN Preferred Shares at a price per share equal to 101% of the ETRN Preferred Shares Issue Price, plus accrued and unpaid dividends on the applicable ETRN Preferred Shares and any partial period dividends for the quarter in which the redemption occurs, which redemption price may be payable in cash, Equitrans Midstream common stock or a combination thereof at the election of the Board (and, if payable in Equitrans Midstream common stock, such Equitrans Midstream common stock will be issued at 95% of the VWAP of Equitrans Midstream common stock for the 20-day period ending on the fifth trading day immediately preceding the consummation of the Change of Control). Any holder of ETRN Preferred Shares that requires the Company to redeem its ETRN Preferred Shares pursuant to clause (d) above will have the right to withdraw such election with respect to all, but not less than all, of its ETRN Preferred Shares at any time prior to the fifth trading day immediately preceding the consummation of the Change of Control and instead elect to be treated in accordance with any of clauses (a), (b) or (c) above. At any time on or after January 1, 2024, the Company will have the right to redeem ETRN Preferred Shares, in whole or in part, by paying cash for each ETRN Preferred Share to be redeemed in an amount equal to the greater of (a) the sum of (i)(1) the ETRN Preferred Shares Issue Price multiplied by (2) 110% , plus (ii) any unpaid dividends on such date and any partial period dividend with respect to the ETRN Preferred Shares for the quarter in which the conversion occurs and (b) the amount the holder of such ETRN Preferred Share would receive if such holder had converted such ETRN Preferred Share into shares of Equitrans Midstream common stock at the applicable conversion ratio and the Company liquidated immediately thereafter. Pursuant to the terms of the Restructuring Agreement, in connection with the Restructuring Closing, the Company has agreed to enter into the Registration Rights Agreement pursuant to which, among other things, the Company will give the Investors certain rights to require the Company to file and maintain one or more registration statements with respect to the resale of the ETRN Preferred Shares and the shares of Equitrans Midstream common stock that are issuable upon conversion of the ETRN Preferred Shares, and to require the Company to initiate underwritten offerings for the ETRN Preferred Shares and the shares of Equitrans Midstream common stock that are issuable upon conversion of the ETRN Preferred Shares. Intercompany Loan Agreement. In order to fund the prepayment of amounts outstanding under the ETRN Term Loan Credit Agreement (defined below) and the purchase of the Cash Shares contemplated by the Share Purchase Agreements, the Company intends to enter into a senior unsecured term loan agreement (the Intercompany Loan Agreement) by and among EQM, as lender, and the Company, as borrower, pursuant to which the Company will borrow the stated principal amount of $650 million (the Intercompany Loan) from EQM. The Intercompany Loan Agreement is expected to close in early March 2020 and has an anticipated maturity date in March 2023. It is anticipated that EQM will have the option to accelerate the maturity of the Intercompany Loan upon the Company's failure to pay interest and other obligations as they become due (subject to certain specified grace periods) and upon other customary events of default. It is anticipated that interest on the Intercompany Loan thereunder will accrue and will be payable semi-annually in arrears starting in September 2020 at an interest rate of 7.0% per annum, subject to an additional 2.0% per annum during the occurrence and continuance of certain events of default. The Intercompany Loan Agreement is expected to contain certain customary representations and covenants, including a limitation on indebtedness, subject to certain exceptions to be enumerated therein. The Company is expected to have the option to prepay the Intercompany Loan in whole or in part at any time without premium or penalty, but will not be able to reborrow any Intercompany Loan prepaid. EQM expects to borrow under the EQM Credit Facility (as defined in Note 11 ) in order to source funds for making the loan to the Company in connection with the Intercompany Loan Agreement. The Company intends to apply a portion of the proceeds from the Intercompany Loan Agreement to prepay the amounts outstanding under that certain Credit Agreement, dated as of December 31, 2018 (as amended, the ETRN Term Loan Credit Agreement), among the Company, the lenders from time to time party thereto, Goldman Sachs Bank USA, the administrative agent, PNC Bank, National Association, as collateral agent, and any other party thereto. The Company also intends to terminate all of the aggregate revolving commitments under that certain Credit Agreement, dated as of October 31, 2018 (as amended, the Equitrans Midstream Credit Facility), among the Company, the lenders from time to time party thereto, PNC Bank, National Association, as administrative agent, and any other parties thereto. |
Summary of Operations and Sig_2
Summary of Operations and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation As of December 31, 2019 , following the EQM IDR Transaction and the closing of the Private Placement, Equitrans Midstream held a 59.9% limited partner interest in EQM (excluding the Series A Preferred Units) while the public owned a 40.1% interest in EQM (excluding the Series A Preferred Units). See Note 7 for further information on the EQM IDR Transaction and Private Placement. For each of the periods prior to the Separation presented in this Annual Report on Form 10-K, 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 9 . 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 entirety of the three years ended December 31, 2019. 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 the period. |
Principles of Consolidation | Principles of Consolidation. The Company, for the periods presented in these consolidated financial statements prior to November 12, 2018, did not exist as a standalone, publicly traded company holding the Midstream Business. Therefore, these consolidated financial statements are reflective of the Predecessor as applicable as described in "Basis of Presentation." Investments over which the Company can exert significant influence, but not control, are recorded under the equity method of accounting. Intercompany transactions have been eliminated for purposes of preparing these consolidated financial statements. Transactions between EQT, on the one hand, and the Company, EQGP or EQM, on the other hand, during the periods prior to the Separation Date, have been identified and presented as transactions between related parties and are discussed in Note 9 . |
Segments | Segments. Operating segments are revenue-producing components of the enterprise for which separate financial information is produced internally and is subject to evaluation by the Company's chief operating decision maker in deciding how to allocate resources. The Company reports its operations in three segments that reflect its three lines of business of Gathering, Transmission and Water. The operating segments are evaluated based on their contribution to the Company's operating income and equity income. Transmission also includes the Company's investment in the MVP Joint Venture, which is treated as an equity investment for accounting purposes as described in Note 8 ; as a result, Transmission's portion of the MVP Joint Venture's operating results is reflected in equity income and not in Transmission's operating income. All of the Company's operating revenues, income and assets are generated or located in the United States. See Note 6 for financial information by segment. |
Reclassification | Reclassification. Certain previously reported amounts have been reclassified to conform to the current year presentation. |
Use of Estimates | Use of Estimates. The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (GAAP) requires management to make estimates and assumptions that affect amounts reported in these financial statements. Actual results could differ from those estimates. |
Cash Equivalents | Cash Equivalents. The Company classifies highly-liquid investments with original maturities of three months or less as cash equivalents. Interest earned on cash equivalents is recorded as a reduction to net interest expense on the statements of comprehensive income. |
Accounts Receivables | Accounts Receivables. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments. The Company categorizes assets and liabilities disclosed at fair value using a three-level fair value hierarchy based on priority of the inputs used in the valuation. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). 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 and borrowings under the 2019 EQM Term Loan Agreement (defined in Note 11 ) approximate 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 ETRN Term Loan Credit Agreement (defined in Note 11 ) 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. See Note 11 . |
Property, Plant and Equipment | Property, Plant and Equipment. The Company's property, plant and equipment are stated at depreciated cost. Maintenance projects that do not increase the overall life of the related assets are expensed as incurred. Expenditures that extend the useful life of the asset are capitalized. The Company capitalized internal costs of $47.6 million , $54.4 million and $46.5 million in the years ended December 31, 2019, 2018 and 2017 , respectively. The Company capitalized interest, including the debt component of Allowance for Funds Used During Construction (AFUDC), of $29.5 million , $12.6 million and $4.7 million in the years ended December 31, 2019, 2018 and 2017 , respectively. The following table summarizes the Company's property, plant and equipment. December 31, 2019 2018 (Thousands) Gathering assets (a) $ 6,512,601 $ 4,387,908 Accumulated depreciation (478,172 ) (247,720 ) Net gathering assets 6,034,429 4,140,188 Transmission and storage assets 1,844,859 1,785,157 Accumulated depreciation (326,140 ) (286,693 ) Net transmission and storage assets 1,518,719 1,498,464 Water services assets 215,039 194,465 Accumulated depreciation (53,065 ) (26,489 ) Net water services assets 161,974 167,976 Net other property, plant and equipment 8,845 61,019 Net property, plant and equipment $ 7,723,967 $ 5,867,647 (a) Includes approximately $1.2 billion for the year ended December 31, 2019 related to net property, plant and equipment acquired in the Bolt-on Acquisition that primarily supports EQM's gathering activities. Depreciation is recorded using composite rates on a straight-line basis over the estimated useful life of the asset. The average depreciation rates for the years ended December 31, 2019, 2018 and 2017 were 2.7% , 2.7% and 1.8% , respectively. The Company estimates that gathering and transmission pipelines have useful lives of 20 years to 65 years and compression equipment has useful lives of 20 years to 50 years . The Company estimates that water pipelines, pumping stations and impoundment facilities have useful lives of 10 years to 15 years . As circumstances warrant, depreciation estimates are reviewed to determine if any changes in the underlying assumptions are necessary. Equitrans, L.P., the Company's FERC-regulated subsidiary, re-evaluates depreciation rates for its regulated property, plant and equipment each time it files with the FERC for a change in transmission, storage and gathering rates. |
Intangible Assets and Impairment of Long-lived Assets | Intangible Assets. Intangible assets are recorded under the acquisition method of accounting at their estimated fair values at the acquisition date, which are calculated as the present value of estimated future cash flows using a risk-adjusted discount rate. The Company did not have any intangible assets prior to the Rice Merger. At the Rice Merger Date, through pushdown accounting, the Company recorded $623.2 million of intangible assets associated with acquired customer relationships. See Note 2 . The Company's intangible assets acquired in the Rice Merger have a useful life of 15 years and are amortized on a straight-line basis. The estimated annual amortization expense for these assets for each of the successive five years is $41.5 million . As a result of the Bolt-on Acquisition (see Note 2 ), the Company recognized an additional $311.0 million of intangible assets for customer relationships with third-party customers. The Company calculates amortization of intangible assets using the straight-line method over the estimated useful life of the intangible assets, which was 20 years for the Eureka Midstream-related intangible assets as of the acquisition date and 7.25 years for the Hornet Midstream Holdings, LLC (Hornet Midstream)-related intangible assets as of October 1, 2019. The estimated annual amortization expense for these assets for each of the successive five years is $16.8 million . See Note 3 for discussion of impairment to intangible assets. Amortization expense recorded in the statements of consolidated comprehensive income for the years ended December 31, 2019 and 2018 was $53.3 million and $41.5 million , respectively. Intangible assets, net as of December 31, 2019 and 2018 are detailed below. December 31, 2019 2018 (Thousands) Intangible assets $ 934,200 $ 623,200 Less: impairment of Hornet Midstream-related intangible assets (a) (36,405 ) — Less: accumulated amortization (100,356 ) (47,087 ) Intangible assets, net $ 797,439 $ 576,113 (a) See Note 3 for disclosure regarding impairments of long-lived assets. Impairment of Long-lived Assets, Including Intangible Assets. The Company evaluates long-lived assets, including related intangibles, for impairment when events or changes in circumstances indicate, in management's judgment, that the carrying value of such assets may not be recoverable. Asset recoverability is measured by comparing the carrying value of the asset or asset group with its expected future pre-tax undiscounted cash flows. These cash flow estimates require the Company to make projections and assumptions for many years into the future for pricing, demand, competition, operating cost and other factors. If the carrying amount exceeds the expected future undiscounted cash flows, the Company recognizes an impairment equal to the excess of net book value over fair value as determined by quoted market prices in active markets or present value techniques if quotes are unavailable. The determination of the fair value using present value techniques requires the Company to make projections and assumptions regarding the probability of a range of outcomes and the rates of interest used in the present value calculations. Any changes the Company makes to these projections and assumptions could result in significant revisions to its evaluation of recoverability of its property, plant and equipment and the recognition of additional impairments. See Note 3 for further discussion on impairments of long-lived assets. |
Goodwill | Goodwill. Goodwill is evaluated for impairment at least annually and whenever events or changes in circumstance indicate that the fair value of a reporting unit is less than its carrying amount. The Company may perform either a qualitative assessment of potential impairment or proceed directly to a quantitative assessment of potential impairment. The Company's qualitative assessment of potential impairment may result in the determination that a quantitative impairment analysis is not necessary. Under this elective process, the Company assesses qualitative factors to determine whether the existence of events or circumstances leads the Company to determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If after assessing the totality of events or circumstances, the Company determines it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then a quantitative assessment is not required. However, if the Company concludes otherwise, a quantitative impairment analysis is performed. If the Company chooses not to perform a qualitative assessment, or if it chooses to perform a qualitative assessment but is unable to qualitatively conclude that no impairment has occurred, then the Company will perform a quantitative assessment. In the case of a quantitative assessment, the Company estimates the fair value of the reporting unit with which the goodwill is associated and compares it to the carrying value. If the estimated fair value of a reporting unit is less than its carrying value, an impairment charge is recognized for the excess of the reporting unit's carrying value over its fair value. The three reporting units to which the Company had goodwill recorded during 2019 were (i) the Ohio gathering assets acquired in the Drop-down Transaction (Rice Retained Midstream), (ii) the Pennsylvania gathering assets acquired in the Rice Merger (RMP PA Gas Gathering) and (iii) the Ohio and West Virginia gathering assets acquired in the Bolt-on Acquisition (Eureka/Hornet, collectively with Rice Retained Midstream and RMP PA Gas Gathering, the Reporting Units). The Reporting Units earn a substantial portion of their revenues from volumetric-based fees, which are sensitive to changes in their customers' development plans. See Note 3 for further detail. |
Investment in Unconsolidated Entities and Noncontrolling Interests | Following the completion of the Bolt-on Acquisition (as defined in Note 2 ), the Company, through EQM, evaluated Eureka Midstream Holdings, LLC (Eureka Midstream) for consolidation and determined that Eureka Midstream does not meet the criteria for variable interest entity classification due to its ability to independently finance its operations through the Eureka Credit Facility (as defined in Note 11 ), as well as the members having proportional voting rights through their equity investments. As such, as of December 31, 2019 , the Company consolidates Eureka Midstream using the voting interest model, recording noncontrolling interest related to the third-party ownership interests in Eureka Midstream. Investment in Unconsolidated Entity. The Company reviews the carrying value of its investments in unconsolidated entities for impairment whenever events or changes in circumstances indicate that the fair value may have declined in value. When there is evidence of loss in value that is other than temporary, the Company compares the investment's carrying value to its estimated fair value to determine whether impairment has occurred. If the carrying value exceeds the estimated fair value, the Company estimates and recognizes an impairment loss equal to the difference between the investment's carrying value and fair value. Noncontrolling Interests. For the years ended December 31, 2019, 2018 and 2017 , the Company's noncontrolling interests included the third-party ownership interests in EQM. For the year ended December 31, 2019 and specifically for the period from April 10, 2019 to December 31, 2019, the Company's non-controlling interests also included third-party ownership interests in Eureka Midstream, as well as the Series A Preferred Unit holders' interest in EQM's net income. For the period beginning January 1, 2019 and ending January 10, 2019 and for the years ended December 31, 2018 and December 31, 2017, the Company's noncontrolling interests included third-party ownership interests in EQGP. For the year ended December 31, 2017 and the periods in 2018 prior to the Company's acquisition of their remaining respective noncontrolling interests, the Company's noncontrolling interests also included the third-party ownership interests in RMP and Gulfport Midstream's 25% ownership interest in Strike Force Midstream. Net income attributable to noncontrolling interests fluctuates based on the amount of net income earned by the entities with noncontrolling interests, the amount of net income allocated to IDRs prior to the EQM IDR Transaction, the amount of net income allocated to the Class B units subsequent to the EQM IDR transaction, the amount of net income attributable to the noncontrolling interest related to the third-party ownership interests in Eureka Midstream, the amount of net income attributable to the Series A Preferred Units and any changes in the noncontrolling ownership percentages. |
Preferred Interest | Preferred Interest. |
Unamortized Debt Discount and Issuance Costs | Unamortized Debt Discount and Issuance Costs. The Company amortizes debt discounts and issuance costs over the term of the related borrowing. Costs incurred from the issuance and/or extension, as applicable, of revolving credit facilities and term loans, including borrowings under the EQM Credit Facility and the issuance of the 2019 EQM Term Loan Agreement, the Equitrans Midstream Credit Facility and the ETRN Term Loan Agreement (each as defined in Note 11 ), are presented in other assets in the consolidated balance sheets. Debt discounts and issuance costs for all other debt instruments are presented as a reduction to debt on the consolidated balance sheets. |
Gas Imbalances | Gas Imbalances. Gas imbalances occur when the actual amount of gas delivered from a pipeline system or storage facility varies from the amount of gas scheduled for delivery. The Company values gas imbalances due to/from shippers and operators at current index prices. Gas imbalances are settled in-kind, subject to the terms of the applicable FERC tariffs. As of December 31, 2019 and 2018 , gas imbalance receivables of zero and $3.3 million , respectively, were presented in other current assets, with offsetting amounts recorded to system gas, a component of property, plant and equipment, on the consolidated balance sheets. The Company classifies gas imbalances as current because they are expected to settle within one year. |
Asset Retirement Obligations | Asset Retirement Obligations (AROs). The Company has AROs related to its water system impoundments and to one of its gathering compression stations, for which the Company recorded an associated liability and capitalized a corresponding amount to asset retirement costs. The liability relates to the expected future obligation to dismantle, reclaim and dispose of these assets and was estimated using the present value of expected future cash flows, adjusted for inflation and discounted at the Company's credit-adjusted, risk-free rate. The AROs are recorded in regulatory and other long-term liabilities on the consolidated balance sheets. |
Contingencies | Contingencies. EQM is involved in various regulatory and legal proceedings that arise in the ordinary course of business. A liability is recorded when the loss is probable and the amount of loss can be reasonably estimated. EQM considers many factors when making such assessments, including historical knowledge and matter specifics. Estimates are developed through consultation with legal counsel and analysis of the potential results. See Note 14 . |
Regulatory Accounting | Regulatory Accounting. Equitrans, L.P. owns all of the Company's FERC-regulated transmission and storage operations as well as its FERC-regulated low-pressure gathering assets. Therefore, Equitrans, L.P. is subject to FERC regulation. Through the rate-setting process, rate regulation allows Equitrans, L.P. to recover the costs of providing regulated services plus an allowed return on invested capital. Regulatory accounting allows Equitrans, L.P. to defer expenses and income to its consolidated balance sheets as regulatory assets and liabilities when it is probable that those expenses and income will be allowed in the rate-setting process for a period other than the period that they would be reflected in a non-regulated entity's statements of consolidated comprehensive income. Regulatory assets and liabilities are recognized in the Company's statements of consolidated comprehensive income in the period that the underlying expenses and income are reflected in the rates charged to shippers and operators. Equitrans, L.P. expects to continue to be subject to rate regulation that will provide for the recovery of deferred costs. |
AFUDC | AFUDC. |
Share-Based Compensation | Share-Based Compensation. The Company assumed obligations related to certain share-based compensation awards in connection with the Separation. Outstanding awards were transferred based on a 0.80 |
Pension and Other Post-Retirement Benefit Plans | Pension and Other Post-Retirement Benefit Plans. In 2014, EQT terminated the EQT Corporation Retirement Plan for Employees (the Legacy Retirement Plan), a defined benefit pension plan. Prior to its termination, the retirees of Equitrans, L.P. participated in the Legacy Retirement Plan. On March 2, 2016, the Internal Revenue Service (IRS) issued a favorable determination letter for the termination of the Legacy Retirement Plan. On June 28, 2016, EQT purchased annuities from, and transferred the Legacy Retirement Plan assets and liabilities to, American General Life Insurance Company. In the third quarter of 2016, the Company reimbursed EQT for its proportionate share of the funding related to the retirees of Equitrans, L.P. The settlement charge is expected to be recoverable in FERC-approved rates and, thus, was recorded as a regulatory asset that will be amortized for rate recovery purposes over a period of 16 years . Upon Separation, EQT transferred to the Company the post-retirement benefits liability and accumulated other comprehensive income balance associated with the Legacy Retirement Plan. The Company recognizes expense for on-going post-retirement benefits other than pension, a portion of which is subject to recovery in the approved rates of Equitrans, L.P.'s rate-regulated business. See Note 15 . The Company presents the associated pension and other post-retirement benefits liability adjustment, net of tax, as a reclassification from accumulated other comprehensive income on the statements of consolidated comprehensive income and consolidated equity and on the consolidated balance sheets. The accumulated other comprehensive income reclassification relates to the net actuarial loss and net prior service costs related to the Legacy Retirement Plan. |
Income Taxes | Income Taxes. Beginning on the Separation Date and forward, the provision for income taxes was determined using the asset and liability approach of accounting for income taxes. Under this approach, the provision for income taxes represents income taxes paid or payable (or received or receivable) for the current year plus the change in deferred taxes during the year. In all periods prior to the Separation Date, the Company's operations were included in the income tax filings of EQT. The provision for income taxes in the Company's statements of consolidated comprehensive income was determined in the same manner described above, but on a separate return methodology as if the Company was a standalone taxpayer filing hypothetical income tax returns where applicable. Any additional accrued current tax liability or refund arising as a result of this approach was presented in accounts payable as an amount due to related party on the consolidated balance sheets and was settled with EQT on the Separation Date as a component of parent net investment. Deferred taxes represent the future tax consequences of differences between the financial and tax bases of the Company's assets and liabilities. Deferred tax balances are adjusted for changes in tax rates and tax laws when enacted. Deferred tax assets are reflected on the consolidated balance sheets for net operating losses, credits or other attributes transferred to or generated by the Company. Any difference between the attributes transferred to the Company and the attributes generated on a separate return basis were adjusted as a component of parent net investment. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not (greater than 50%) that a tax benefit will not be realized. In evaluating the need for a valuation allowance, management considers all potential sources of taxable income, including income available in carry-back periods, future reversals of taxable temporary differences, projections of taxable income and income from tax planning strategies, as well as all available positive and negative evidence. Positive evidence includes factors such as a history of profitable operations, projections of future profitability within the carry-forward period, including from tax planning strategies, and experience. The Company has not noted any significant negative evidence for any of the periods presented. Deferred tax assets for which no valuation allowance is recorded may not be realized and changes in facts and circumstances may result in the establishment of a valuation allowance. Existing valuation allowances are re-examined under the same standards of positive and negative evidence that apply to valuation allowance establishment. If it is determined that it is more likely than not that a deferred tax asset for which a valuation is recorded will be realized, all or a portion of the valuation allowance may be released. Deferred tax assets and liabilities are also re-measured to reflect changes in underlying tax rates from law changes. Tax benefits related to uncertain tax positions taken or expected to be taken on a tax return are recorded when such benefits meet a more likely than not threshold; otherwise, the tax benefit is recorded when the tax position has been effectively settled, either because the statute of limitations has expired or the appropriate taxing authority has completed its examination. Interest and penalties related to uncertain tax positions are recognized as part of the provision for income taxes and are accrued beginning in the period that such interest and penalties would be applicable under relevant tax law until such time that the related tax benefits are recognized. See Note 12 . |
Earnings Per Share (EPS) | Earnings Per Share (EPS). Basic EPS is computed by dividing net income attributable to Equitrans Midstream by the weighted average number of shares of Equitrans Midstream common stock outstanding during the period without considering any dilutive items. For the year ended December 31, 2019 , net income attributable to Equitrans Midstream excluded net income attributable to noncontrolling interests and the Series A Preferred Unit holders' interest in net income of $74.0 million (see Note 7 ). Diluted EPS is computed by dividing net income attributable to Equitrans Midstream by the weighted average number of shares of Equitrans Midstream common stock and potentially dilutive securities, net of shares assumed to be repurchased using the treasury stock method. Share purchases are calculated using the average share price of Equitrans Midstream common stock during the period. Potentially dilutive securities arise from the assumed conversion of outstanding stock options and other share-based awards. Diluted EPS also takes into consideration the potential dilution from securities issued by subsidiaries that enable their holders to obtain the subsidiary's common stock. The resulting net income amount is divided by the weighted average number of dilutive shares of common stock outstanding. For the year ended December 31, 2018, the Company's computation of EPS included potentially dilutive securities related to stock options and awards of 601,622 . For the years ended December 31, 2019 and December 31, 2017, because the Company generated a net loss, the Company's computation of loss per share excluded potentially dilutive securities; as such, basic and diluted average common stock outstanding were the same for the years ended December 31, 2019 and December 31, 2017. See Note 10 for information on the Company's stock options and awards. For all periods presented, the impact of EQM's dilutive securities did not have a material impact on the Company's diluted earnings per share. The Company grants Equitrans Midstream phantom units to certain non-employee directors that will be paid in Equitrans Midstream common stock upon the director's termination of service on the Board. As there are no remaining service, performance or market conditions related to these awards, 207,501 Equitrans Midstream phantom units were included in the computation of basic and diluted weighted average common shares outstanding for the year ended December 31, 2019 and 161,696 Equitrans Midstream phantom units were included for both the years ended December 31, 2018 and 2017 . See Note 10 for information on Equitrans Midstream phantom units. For periods prior to the Separation Date, EPS shown on the statements of consolidated comprehensive income and in Note 16 was 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). |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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, clarified 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. 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 5 . 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 on 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 the 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. In May 2019, the FASB issued ASU 2019-05, Financial Instruments – Credit Losses (Topic 326). The update provides entities with targeted transition relief that is intended to increase comparability of financial statement information for some entities that otherwise would have measured similar financial instruments using different measurement methodologies. In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses. The update clarifies and addresses stakeholders' specific issues in ASU 2016-13. The Company adopted the standards on January 1, 2020, which was applicable to its outstanding accounts receivable and note receivable from EES. Adoption of the standards is expected to result in a cumulative-effect adjustment to the opening balance of retained earnings of approximately $3 million to $4 million . Additional disclosures will be required to describe the nature and amount of the Company's credit losses, including the significant assumptions and judgments required to value the losses, and the accounting policy elections taken. The Company implemented processes and controls to review the credit losses for appropriate accounting treatment in the context of the standard and to generate disclosures required under the standard, which the Company expects to disclose in its Quarterly Report on Form 10-Q for the first quarter of 2020. 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 (described in Note 12 ) 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 effects 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 disclosures but does not expect the adoption of this standard to have a material effect on the disclosures. The adoption of this standard is not expected to have an impact on the Company's financial statements. 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. For the year ended December 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 comprehensive income when recognized. |
Revenue from Contracts with Customers | Revenue from Contracts with Customers For the years ended December 31, 2019, 2018 and 2017 , all revenues recognized on the Company's statements of consolidated comprehensive income are from contracts with customers. As of December 31, 2019 and 2018 , all receivables recorded on the Company's consolidated balance sheets represent performance obligations that have been satisfied and for which an unconditional right to consideration exists. Gathering, Transmission and Storage Service Contracts The Company provides gathering, transmission and storage services in two manners: firm service and interruptible service. Firm service is provided under firm contracts, which are contracts for gathering, transmission or storage services that generally obligate the customer to pay a fixed, monthly charge to reserve an agreed upon amount of pipeline or storage capacity regardless of the capacity used by the customer during each month. Volumetric-based fees can also be charged under firm contracts for each firm volume transported, gathered or stored as well as for volumes transported, gathered or stored in excess of the firm contracted volume. Interruptible service contracts include volumetric-based fees, which are charges for the volume of gas gathered, transported or stored and generally do not guarantee access to the pipeline or storage facility. These contracts can be short- or long-term. Firm and interruptible transmission and storage service contracts are billed at the end of each calendar month, with payment typically due within 21 days. Firm and interruptible gathering contracts are billed on a one-month lag, with payment typically due within 21 days. Revenue related to gathering services provided but not yet billed is estimated each month. These estimates are generally based on contract data, preliminary throughput and allocation measurements. Under a firm contract, the Company has a stand-ready obligation to provide the service over the life of the contract. The performance obligation for firm reservation fee revenue is satisfied over time as the pipeline capacity is made available to the customer. As such, the Company recognizes firm reservation fee revenue evenly over the contract period using a time-elapsed output method to measure progress. The performance obligation for volumetric-based fee revenue is generally satisfied upon the Company's monthly billing to the customer for volumes gathered, transported or stored during the month. The amount billed corresponds directly to the value of the Company's performance to date as the customer obtains value as each volume is gathered, transported or stored. Water Service Contracts Water service revenues represent fees charged by the Company for the delivery of fresh water to a customer at a specified delivery point and for the collection and recycling or disposal of flowback and produced water. The Company's water service revenues are generated under firm service and interruptible service contracts, which primarily utilize variable prices per volume delivered. Firm service is provided under firm contracts, which provides water services to customers with priority. Interruptible service contracts generally do not guarantee access to the water facilities. For fresh water service contracts, the only performance obligation in each contract is for the Company to provide water (usually a minimum daily volume of water) to the customer at a designated delivery point. For flowback and produced water, the performance obligation is collection and disposition of the water, which typically occur within the same day. Water service contracts are billed on a monthly basis, with payment typically due within 30 days. 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 14 years, respectively, as of December 31, 2019 . |
Summary of Operations and Sig_3
Summary of Operations and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of property, plant and equipment | The following table summarizes the Company's property, plant and equipment. December 31, 2019 2018 (Thousands) Gathering assets (a) $ 6,512,601 $ 4,387,908 Accumulated depreciation (478,172 ) (247,720 ) Net gathering assets 6,034,429 4,140,188 Transmission and storage assets 1,844,859 1,785,157 Accumulated depreciation (326,140 ) (286,693 ) Net transmission and storage assets 1,518,719 1,498,464 Water services assets 215,039 194,465 Accumulated depreciation (53,065 ) (26,489 ) Net water services assets 161,974 167,976 Net other property, plant and equipment 8,845 61,019 Net property, plant and equipment $ 7,723,967 $ 5,867,647 (a) Includes approximately $1.2 billion for the year ended December 31, 2019 related to net property, plant and equipment acquired in the Bolt-on Acquisition that primarily supports EQM's gathering activities. |
Schedule of finite-lived intangible assets acquired as part of business combination | Intangible assets, net as of December 31, 2019 and 2018 are detailed below. December 31, 2019 2018 (Thousands) Intangible assets $ 934,200 $ 623,200 Less: impairment of Hornet Midstream-related intangible assets (a) (36,405 ) — Less: accumulated amortization (100,356 ) (47,087 ) Intangible assets, net $ 797,439 $ 576,113 (a) See Note 3 for disclosure regarding impairments of long-lived assets. Intangible assets, net as of December 31, 2019 are detailed below. (in thousands) As of December 31, 2019 Intangible assets $ 311,000 Less: impairment of Hornet Midstream-related intangible assets (a) 36,405 Less: accumulated amortization 11,711 Intangible assets, net $ 262,884 (a) See Note 3 for disclosure regarding impairments of long-lived assets. |
Schedule of asset retirement obligations | The following table presents changes in the Company's AROs during 2019 and 2018 . December 31, 2019 2018 (Thousands) AROs at beginning of period $ 11,935 $ 9,321 Liabilities incurred — 231 Revisions to estimated liabilities (a) (201 ) 1,928 Accretion expense 567 455 AROs at end of period $ 12,301 $ 11,935 (a) Revisions to estimated liabilities reflect changes in retirement cost assumptions and to the estimated timing of liability settlement. |
Schedule of regulatory assets | The following table summarizes Equitrans, L.P.'s regulatory assets and liabilities that are included in other assets and regulatory and other long-term liabilities, respectively, in the Company's consolidated balance sheets. December 31, 2019 2018 (Thousands) Regulatory assets: Deferred taxes (a) $ 43,515 $ 22,252 Other recoverable costs (b) 4,550 4,312 Total regulatory assets $ 48,065 $ 26,564 Regulatory liabilities: Deferred taxes (a) $ 10,522 $ 10,920 On-going post-retirement benefits other than pension (c) 11,225 10,132 Other reimbursable costs (721 ) (328 ) Total regulatory liabilities $ 21,026 $ 20,724 (a) The regulatory asset from deferred taxes is primarily related to a historical deferred income tax position and taxes on the equity component of AFUDC. The regulatory liability from deferred taxes relates to the revaluation of a historical difference between the regulatory and tax bases of regulated property, plant and equipment. Equitrans, L.P. expects to recover the amortization of the deferred tax positions ratably over the depreciable lives of the underlying assets. Equitrans, L.P. also expects to recover the taxes on the equity component of AFUDC through future rates over the depreciable lives of the underlying long-lived assets. (b) The regulatory asset from other recoverable costs is primarily related to the costs associated with the Legacy Retirement Plan (defined below). (c) Equitrans, L.P. defers expenses for on-going post-retirement benefits other than pensions, which are subject to recovery in approved rates. The regulatory liability reflects lower cumulative actuarial expenses than the amounts recovered through rates. |
Schedule of regulatory liabilities | The following table summarizes Equitrans, L.P.'s regulatory assets and liabilities that are included in other assets and regulatory and other long-term liabilities, respectively, in the Company's consolidated balance sheets. December 31, 2019 2018 (Thousands) Regulatory assets: Deferred taxes (a) $ 43,515 $ 22,252 Other recoverable costs (b) 4,550 4,312 Total regulatory assets $ 48,065 $ 26,564 Regulatory liabilities: Deferred taxes (a) $ 10,522 $ 10,920 On-going post-retirement benefits other than pension (c) 11,225 10,132 Other reimbursable costs (721 ) (328 ) Total regulatory liabilities $ 21,026 $ 20,724 (a) The regulatory asset from deferred taxes is primarily related to a historical deferred income tax position and taxes on the equity component of AFUDC. The regulatory liability from deferred taxes relates to the revaluation of a historical difference between the regulatory and tax bases of regulated property, plant and equipment. Equitrans, L.P. expects to recover the amortization of the deferred tax positions ratably over the depreciable lives of the underlying assets. Equitrans, L.P. also expects to recover the taxes on the equity component of AFUDC through future rates over the depreciable lives of the underlying long-lived assets. (b) The regulatory asset from other recoverable costs is primarily related to the costs associated with the Legacy Retirement Plan (defined below). (c) Equitrans, L.P. defers expenses for on-going post-retirement benefits other than pensions, which are subject to recovery in approved rates. The regulatory liability reflects lower cumulative actuarial expenses than the amounts recovered through rates. |
Schedule of regulated operating revenues, expenses, property, plant and equipment | The following tables present Equitrans, L.P.'s regulated operating revenues and operating expenses and property, plant and equipment included in the Company's statements of consolidated comprehensive income and consolidated balance sheets, respectively. Years Ended December 31, 2019 2018 2017 (Thousands) Operating revenues $ 396,847 $ 393,911 $ 383,309 Operating expenses 210,861 140,832 143,614 December 31, 2019 2018 (Thousands) Property, plant and equipment $ 1,955,519 $ 1,900,411 Accumulated depreciation (436,275 ) (317,988 ) Net property, plant and equipment $ 1,519,244 $ 1,582,423 |
Schedule of non-cash cash flow activity | The following summarizes cash paid during the applicable period for interest, net of amount capitalized, and non-cash activity included on the statements of consolidated cash flow. Years Ended December 31, 2019 2018 2017 (Thousands) Cash paid during the period for: Interest, net of amount capitalized $ 257,065 $ 54,089 $ 43,797 Non-cash activity during the period for: Acquisition of Rice Midstream Holdings LLC $ — $ — $ 3,846,240 Settlement of separation and other transaction costs with EQT — 133,286 — Net settlement of current income taxes payable with EQT — 54,033 115,819 Separation-related adjustments 93,666 228,357 — Revision to estimated asset retirement obligations — 1,928 — |
Acquisitions, Mergers and Div_2
Acquisitions, Mergers and Divestitures (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of summary of preliminary purchase price and allocation of fair value of assets and liabilities | The following table summarizes the final purchase price and allocation of the fair value of the assets acquired and liabilities assumed in the Bolt-on Acquisition as of April 10, 2019 by the Company, as well as certain measurement period adjustments made subsequent to the Company's initial valuation. (in thousands) Preliminary Purchase Price Allocation (As initially reported) Measurement Period Adjustments (a) Purchase Price Allocation (As adjusted) Consideration given: Cash consideration (b) $ 861,250 $ (11,404 ) $ 849,846 Buyout of portion of Eureka Midstream Class B units and incentive compensation 2,530 — 2,530 Total consideration 863,780 (11,404 ) 852,376 Fair value of liabilities assumed: Current liabilities 52,458 (9,857 ) 42,601 Long-term debt 300,825 — 300,825 Other long-term liabilities 10,203 — 10,203 Amount attributable to liabilities assumed 363,486 (9,857 ) 353,629 Fair value of assets acquired: Cash 15,145 — 15,145 Accounts receivable 16,817 — 16,817 Inventory 12,991 (26 ) 12,965 Other current assets 882 — 882 Net property, plant and equipment 1,222,284 (8,906 ) 1,213,378 Intangible assets (c) 317,000 (6,000 ) 311,000 Deferred tax asset 5,773 (5,268 ) 505 Other assets 14,567 — 14,567 Amount attributable to assets acquired 1,605,459 (20,200 ) 1,585,259 Noncontrolling interests (486,062 ) 7,602 (478,460 ) Goodwill as of April 10, 2019 $ 107,869 $ (8,663 ) $ 99,206 Impairment of goodwill (d) (99,206 ) Goodwill as of December 31, 2019 $ — (a) The Company recorded measurement period adjustments to its preliminary acquisition date fair values due to the refinement of its valuation models, assumptions and inputs. The measurement period adjustments were based upon information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the measurement of the amounts recognized at that date. (b) The cash consideration for the Bolt-on Acquisition was adjusted by approximately $11.4 million related to working capital adjustments and the release of all escrowed indemnification funds to EQM. (c) After considering the refinements to the valuation models, the Company estimated the fair value of the customer-related intangible assets acquired as part of the Bolt-on Acquisition to be $311.0 million . As a result, the fair value of the customer-related intangible assets was decreased by $6.0 million on September 30, 2019 with a corresponding increase to goodwill. In addition, the change to the provisional amount resulted in a decrease in amortization expense and accumulated amortization of approximately $0.4 million . (d) During the third quarter of 2019, the Company identified impairment indicators that suggested the fair value of its goodwill was more likely than not below its carrying amount. As such, the Company performed an interim goodwill impairment assessment, which resulted in the Company recognizing impairment to goodwill of approximately $268.1 million , of which $99.2 million was associated with its Eureka/Hornet reporting unit, bringing the reporting unit's goodwill balance to zero . See Note 3 for further detail. The following table summarizes the final purchase price allocation of the fair value of the assets and liabilities of Rice Midstream Holdings as of the Rice Merger Date. These values were recorded by Rice Midstream Holdings through pushdown accounting from EQT. Rice Merger Purchase Price Allocation and Goodwill (Thousands) Enterprise value (a) $ 3,846,240 Fair value of assets acquired and liabilities assumed: Current assets 141,410 Property, plant and equipment 2,265,924 Intangible assets 623,200 Other assets 118 Current liabilities (107,101 ) RMP $850 Million Facility (defined in Note 11) (266,000 ) Due to EQT (b) (187,742 ) Deferred income taxes (115,456 ) Other long-term liabilities (9,323 ) Total fair value of assets acquired and liabilities assumed 2,345,030 Goodwill as November 13, 2017 (c) 1,501,210 Impairment of goodwill (d) 261,941 Goodwill as of December 31, 2018 1,239,269 Impairment of goodwill (d) 752,571 Goodwill as of December 31, 2019 $ 486,698 (a) Includes the fair value of noncontrolling interests assumed of $1.5 billion and $0.2 billion for RMP and Strike Force Midstream, respectively. (b) At the time of the Rice Merger, EQT repaid $187.5 million of outstanding principal and $0.2 million in accrued interest under Rice Midstream Holdings' revolving credit facility. Following repayment, EQT terminated the Rice Midstream Holdings revolving credit facility agreement. As of December 31, 2017, the $187.7 million was included in accounts payable on the Company's consolidated balance sheet. The Company reimbursed EQT for this amount in 2018. (c) Reflected the value of perceived growth opportunities, synergies and operating leverage anticipated through the acquisition and ownership of the acquired gathering assets as of November 13, 2017. (d) See Note 3 for further detail. |
Schedule of intangible assets | Intangible assets, net as of December 31, 2019 and 2018 are detailed below. December 31, 2019 2018 (Thousands) Intangible assets $ 934,200 $ 623,200 Less: impairment of Hornet Midstream-related intangible assets (a) (36,405 ) — Less: accumulated amortization (100,356 ) (47,087 ) Intangible assets, net $ 797,439 $ 576,113 (a) See Note 3 for disclosure regarding impairments of long-lived assets. Intangible assets, net as of December 31, 2019 are detailed below. (in thousands) As of December 31, 2019 Intangible assets $ 311,000 Less: impairment of Hornet Midstream-related intangible assets (a) 36,405 Less: accumulated amortization 11,711 Intangible assets, net $ 262,884 (a) See Note 3 for disclosure regarding impairments of long-lived assets. |
Schedule of post-acquisition operating results | Subsequent to the completion of the Bolt-on Acquisition, Eureka Midstream and Hornet Midstream collectively contributed the following to both the Gathering segment and the Company's consolidated operating results for the period from April 10, 2019 through December 31, 2019 . (in thousands) April 10, 2019 through December 31, 2019 Operating revenues $ 97,123 Operating loss attributable to Equitrans Midstream $ (94,551 ) Net loss attributable to noncontrolling interests $ (21,291 ) Net loss attributable to Equitrans Midstream $ (80,631 ) |
Schedule of unaudited pro-forma information | The following unaudited pro forma combined financial information presents the Company's results as though the EQGP Buyout, EQM IDR Transaction and Bolt-on Acquisition had been completed at January 1, 2017. The pro forma combined financial information has been included for comparative purposes and is not necessarily indicative of the results that might have actually occurred had the EQGP Buyout, EQM IDR Transaction and Bolt-on Acquisition taken place on January 1, 2017; furthermore, the financial information is not intended to be a projection of future results. Years Ended December 31, (in thousands, except per share data) 2019 2018 2017 Pro forma operating revenues $ 1,661,822 $ 1,616,821 $ 987,735 Pro forma net (loss) income $ (44,167 ) $ 552,291 $ 321,151 Pro forma net income attributable to noncontrolling interests $ 126,558 $ 357,264 $ 317,468 Pro forma net (loss) income attributable to Equitrans Midstream $ (170,725 ) $ 195,027 $ 3,683 Pro forma (loss) income per share (basic) $ (0.67 ) $ 0.77 $ 0.01 Pro forma (loss) income per share (diluted) $ (0.67 ) $ 0.77 $ 0.01 The following unaudited pro forma financial information presents the Company's results as though the Rice Merger had been completed at January 1, 2017. The pro forma financial information has been included for comparative purposes and is not necessarily indicative of the results that might have actually occurred had the Rice Merger taken place on January 1, 2017; furthermore, the financial information is not intended to be a projection of future results. Year Ended December 31, 2017 (in thousands) Pro forma operating revenues $ 1,264,704 Pro forma net income 549,567 Pro forma net income attributable to noncontrolling interests 445,576 Pro forma net income attributable to Equitrans Midstream 103,991 |
Impairments of Long-Lived Ass_2
Impairments of Long-Lived Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Goodwill | The following table summarizes the carrying amount of goodwill associated with the Company's Reporting Units for the years ended December 31, 2019 and 2018 . RMP PA Gas Gathering Rice Retained Midstream Eureka/Hornet Total (Thousands) Goodwill as of January 1, 2018 $ 1,346,918 $ 37,954 $ — $ 1,384,872 Add: transfer of goodwill from EQT 3,803 112,535 — 116,338 Less: impairment of goodwill (261,941 ) — — (261,941 ) Goodwill as of December 31, 2018 1,088,780 150,489 — 1,239,269 Add: goodwill associated with Bolt-on Acquisition — — 99,206 99,206 Less: impairment of goodwill (602,082 ) (150,489 ) (99,206 ) (851,777 ) Goodwill as of December 31, 2019 $ 486,698 $ — $ — $ 486,698 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Dec. 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. Year Ended December 31, 2019 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues $ 581,118 $ 356,569 $ — $ 937,687 Volumetric-based fee revenues 578,813 33,951 — 612,764 Water service revenues — — 79,791 79,791 Total operating revenues $ 1,159,931 $ 390,520 $ 79,791 $ 1,630,242 Year Ended December 31, 2018 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues $ 447,360 $ 356,725 $ — $ 804,085 Volumetric-based fee revenues 549,710 30,076 — 579,786 Water service revenues — — 111,227 111,227 Total operating revenues $ 997,070 $ 386,801 $ 111,227 $ 1,495,098 Year Ended December 31, 2017 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues $ 407,355 $ 348,193 $ — $ 755,548 Volumetric-based fee revenues 102,612 23,793 — 126,405 Water service revenues — — 13,605 13,605 Total operating revenues $ 509,967 $ 371,986 $ 13,605 $ 895,558 |
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 December 31, 2019 . 2020 2021 2022 2023 2024 Thereafter Total (Thousands) Gathering firm reservation fees $ 517,406 $ 590,056 $ 592,324 $ 590,342 $ 552,598 $ 1,576,827 $ 4,419,553 Gathering revenues supported by MVCs 133,969 153,065 153,065 152,242 145,930 463,086 1,201,357 Transmission firm reservation fees 354,363 375,020 370,273 332,404 273,257 2,489,864 4,195,181 Water revenues supported by MVCs 35,536 2,000 2,000 — — — 39,536 Total $ 1,041,274 $ 1,120,141 $ 1,117,662 $ 1,074,988 $ 971,785 $ 4,529,777 $ 9,855,627 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Operating Lease Cost | The following table summarizes operating lease cost for the year ended December 31, 2019 . Year Ended December 31, 2019 (Thousands) Operating lease cost $ 12,858 Short-term lease cost 4,642 Variable lease cost 321 Sublease (income) (445 ) Total lease cost $ 17,376 |
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 December 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. December 31, 2019 (Thousands) 2020 $ 14,675 2021 12,334 2022 10,086 2023 7,747 2024 5,978 Thereafter 30,663 Total 81,483 Less: imputed interest 16,828 Present value of operating lease liability $ 64,655 |
Financial Information by Busi_2
Financial Information by Business Segment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Revenue from External Customers and Operating Income and Reconciliation to Net Income | Years Ended December 31, 2019 2018 2017 (Thousands) Revenues from customers: Gathering $ 1,159,931 $ 997,070 $ 509,967 Transmission 390,520 386,801 371,986 Water 79,791 111,227 13,605 Total operating revenues $ 1,630,242 $ 1,495,098 $ 895,558 Operating (loss) income: Gathering (a) $ (88,850 ) $ 423,407 $ 369,093 Transmission 277,731 265,579 247,467 Water 15,305 37,667 4,145 Other (b) (128,186 ) (83,569 ) (77,655 ) Total operating (loss) income $ 76,000 $ 643,084 $ 543,050 Reconciliation of operating income to net income: Equity income (c) $ 163,279 $ 61,778 $ 22,171 Other income 2,661 5,011 4,439 Net interest expense 256,195 115,454 34,801 Income tax expense 50,704 83,142 212,402 Net income $ (64,959 ) $ 511,277 $ 322,457 (a) Impairments of long-lived assets of $854.3 million and $261.9 million for the years ended December 31, 2019 and 2018 , respectively, were included in Gathering operating income. See Note 3 for further information. (b) Other operating loss includes separation and other transaction costs and other operating expenses incurred by the Company separate from and in addition to similar costs incurred by EQM. (c) Equity income is included in the Transmission segment. |
Schedule of Segment Assets | December 31, 2019 2018 2017 (Thousands) Segment assets: Gathering $ 7,572,911 $ 6,011,654 $ 5,656,094 Transmission (a) 3,903,707 3,066,659 1,947,566 Water 202,440 237,602 208,273 Total operating segments 11,679,058 9,315,915 7,811,933 Headquarters, including cash 362,651 1,207,920 516,863 Total assets $ 12,041,709 $ 10,523,835 $ 8,328,796 (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 | Years Ended December 31, 2019 2018 2017 (Thousands) Depreciation: Gathering $ 144,310 $ 98,678 $ 44,957 Transmission 51,935 49,723 58,689 Water 26,915 23,513 3,515 Other (a) 4,204 3,907 (10,487 ) Total $ 227,364 $ 175,821 $ 96,674 Expenditures for segment assets: Gathering (b) $ 834,712 $ 717,251 $ 254,522 Transmission (c) 59,313 114,450 111,102 Water 37,457 23,537 6,233 Other 9,779 29,336 — Total (d) $ 941,261 $ 884,574 $ 371,857 (a) Depreciation within the Transmission segment for the year ended December 31, 2017 includes a non-cash charge of $10.5 million related to the revaluation of differences between the regulatory and tax bases in Equitrans, L.P.'s regulated property, plant and equipment. For purposes of the Company's consolidated reporting, the $10.5 million is reported in income tax expense with a corresponding reduction to depreciation. (b) Includes approximately $25.9 million of capital expenditures related to noncontrolling interests in Eureka Midstream for the year ended December 31, 2019 . (c) Transmission capital expenditures do not include capital contributions made to the MVP Joint Venture for the MVP and MVP Southgate projects of approximately $774.6 million , $913.2 million and $159.6 million for the years ended December 31, 2019, 2018 and 2017 , respectively. (d) The Company accrues capital expenditures when the capital work has been completed but the associated bills have not been paid. Accrued capital expenditures are excluded from the statements of consolidated cash flows until they are paid. Accrued capital expenditures were approximately $92.0 million , $109.3 million , $90.7 million and $26.7 million at December 31, 2019 , 2018 , 2017 and 2016 , respectively. At the Rice Merger Date, the Company assumed $72.3 million of Rice Midstream Holdings accrued capital expenditures. On April 10, 2019, as a result of the Bolt-on Acquisition, EQM assumed $8.8 million of Eureka Midstream accrued capital expenditures. |
Investments in Consolidated, _2
Investments in Consolidated, Non-Wholly-Owed Entities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Net Changes in Ownership of EQGP and EQM | The following table summarizes the net changes in the Company's parent net investment from changes in the Company's ownership interests in EQGP and EQM for the year ended December 31, 2018 . Year Ended December 31, 2018 (Millions) Net changes in parent net investment Drop-Down Transaction $ 16 RMP IDR Transaction (35 ) EQM-RMP Mergers (140 ) Net decrease in parent net investment (159 ) Net decrease in deferred tax liability 56 Net increase in noncontrolling interest in consolidated subsidiaries $ 215 |
Investments in Unconsolidated_2
Investments in Unconsolidated Entity (Tables) | 12 Months Ended |
Dec. 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 audited condensed consolidated financial statements of the MVP Joint Venture in relation to the MVP project. Consolidated Balance Sheets December 31, 2019 2018 (Thousands) Current assets $ 102,638 $ 615,927 Noncurrent assets 4,951,521 3,202,505 Total assets $ 5,054,159 $ 3,818,432 Current liabilities $ 223,645 $ 606,366 Equity 4,830,514 3,212,066 Total liabilities and equity $ 5,054,159 $ 3,818,432 Statements of Consolidated Operations Years Ended December 31, 2019 2018 2017 (Thousands) Environmental remediation $ (2,416 ) $ — $ — Other income 6,243 5,762 528 AFUDC – equity 245,890 90,791 32,054 Net interest income 105,382 38,911 16,146 Net income $ 355,099 $ 135,464 $ 48,728 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | The following table summarizes the Company's related party transactions. Years Ended December 31, 2019 2018 2017 (Thousands) Operating revenues $ 1,122,626 $ 1,111,289 $ 665,939 Operating and maintenance expense (a) — 49,778 40,601 Selling, general and administrative expense (a) — 85,081 75,610 Separation and other transaction costs (a)(b) (1,440 ) 53,272 85,124 Equity income (c) 163,279 61,778 22,171 Interest income from the Preferred Interest 6,324 6,578 6,818 Net interest expense (b) — — (2,120 ) Net (payments on) proceeds from EQGP's working capital loan with EQT — (168 ) 84 Capital contributions to the MVP Joint Venture (c) (774,593 ) (913,195 ) (159,550 ) Principal payments received on the Preferred Interest 4,661 4,406 4,166 Net distributions to EQT (93,666 ) (701,901 ) (893,682 ) (a) Reimbursements to EQT may not necessarily reflect the actual expenses that the Company would have incurred on a standalone basis. (b) For the years ended December 31, 2018 and 2017 , separation and other transaction costs included charges related to the Rice Merger from EQT of $13.7 million and $85.1 million , respectively. In addition, in 2017, the Company recorded $ 2.9 million in interest expense related to EQT's financing of the Rice Merger that was allocated to the Company from EQT. The basis for allocation of both the Rice Merger transaction costs and interest expense was the relative fair value of Rice Midstream Holdings' net assets acquired by EQT and distributed to the Company in the Rice Merger. See Note 2 . For the year ended December 31, 2018, separation and other transaction costs also included charges related to the Drop-Down Transaction, the EQM-RMP Mergers and the Separation from EQT of $39.6 million . The basis for allocated separation costs was 50% of such costs incurred by EQT. (c) Associated with EQM's ownership in the MVP Joint Venture. See Note 8 for further detail. The following table summarizes the Company's related party receivables and payables. December 31, 2019 2018 (Thousands) Accounts receivable – related parties $ 175,153 $ 175,869 Investment in unconsolidated entity 2,324,108 1,510,289 Preferred Interest 110,059 114,720 Accounts payable – related parties — 34,071 Capital contribution payable to the MVP Joint Venture 45,150 169,202 |
Share-based Compensation Plans
Share-based Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation Expense | The following table summarizes the components of share-based compensation expense for the years ended December 31, 2019 and 2018 . Years Ended December 31, 2019 2018 (Thousands) 2016 Incentive PSU Program $ — $ 956 2017 Incentive PSU Program (893 ) 1,642 2018 Incentive PSU Program (360 ) 906 2019 Equitrans Midstream PSU Program — — 2017 EQT Value Driver Performance Share Unit Award Program — 255 2018 EQT Value Driver Performance Share Unit Award Program 637 2,890 Restricted stock awards 5,197 1,048 Other programs, including non-employee director awards 1,833 2,879 Total share-based compensation expense $ 6,414 $ 10,576 |
Schedule of Details of Award Types | A summary of phantom units activity for the years ended December 31, 2019, 2018 and 2017 is presented below. Years Ended December 31, 2019 2018 2017 Grants Weighted Average Fair Value Compensation Costs (Millions) Grants Weighted Average Fair Value Compensation Costs (Millions) Grants Weighted Average Fair Value Compensation Costs (Millions) Equitrans Midstream Phantom Units 45,000 $ 20.02 $ 0.9 41,880 $ 21.51 $ 0.9 — $ — $ — EQGP Phantom Units (a) 8,500 $ 20.00 $ 0.2 10,560 $ 26.28 $ 0.3 8,940 $ 25.21 $ 0.3 EQM Phantom Units 5,910 $ 43.25 $ 0.3 5,100 $ 68.66 $ 0.4 2,940 $ 76.68 $ 0.2 RMP Phantom Units (b) — $ — $ — — $ — $ 0.9 — $ — $ — (a) In connection with the completion of the EQGP Buyout, the non-employee directors of the EQGP general partner were paid the Purchase Price for each EQGP phantom unit that they held. See Note 7 . (b) On July 23, 2018, in connection with the EQM-RMP Mergers, the 36,220 outstanding RMP phantom units fully vested and converted into 12,024 EQM common units based on the exchange ratio of 0.3319 , less applicable tax withholding. The following table provides detailed information on each award: EQT VDPSU Program Settled In Accounting Treatment Fair Value per Unit (a) Vested/ Payment Date Cash Paid (Millions) Unvested/ Expected Payment Date Awards Outstanding (Including Accrued Dividends) as of December 31, 2019 (b) 2017 Cash Liability $ 20.02 February 2019 $ 3.3 N/A N/A 2018 Cash Liability $ 20.02 February 2019 $ 4.1 N/A N/A Cash Liability $ 13.36 N/A N/A Second Tranche First Quarter of 2020 169,503 (a) The fair value per unit is based on the Company's common stock price on the measurement date. (b) Represents the number of outstanding units as of December 31, 2019 adjusted for forfeitures. The following table provides detailed information on each award: Incentive PSU Program Settled In Accounting Treatment Fair Value (a) Risk Free Rate Vested/ Payment Date Awards Paid Value (Millions) Unvested/ Expected Payment Date Awards Outstanding as of December 31, 2019 (b) 2016 Stock Equity $ 109.30 1.31 % February 2019 569,290 $ 62.2 N/A N/A 2017 Stock Equity $ 120.60 1.47 % N/A N/A N/A First Quarter of 2020 35,728 2017 Cash Liability $ 13.36 N/A N/A N/A N/A First Quarter of 2020 77,623 2018 Stock Equity $ 76.53 1.97 % N/A N/A N/A First Quarter of 2021 85,872 2018T1 Cash Liability $ 9.71 1.58 % N/A N/A N/A First Quarter of 2021 30,324 2018T2 Cash Liability $ 5.32 1.58 % N/A N/A N/A First Quarter of 2021 60,647 2019 Stock Equity $ 15.03 2.54 % N/A N/A N/A First Quarter of 2022 505,609 2019 Cash Liability $ 3.67 1.63 % N/A N/A N/A First Quarter of 2022 225,416 (a) Grant date fair value was determined using a Monte Carlo simulation for equity awards. Fair value was determined using a Monte Carlo simulation as of the measurement date for liability awards. For unvested Incentive PSU Programs, the grant date fair value for equity awards and the measurement date fair value for liability awards is as of December 31, 2019 . The Company recorded compensation expense as of December 31, 2019 using the grant date fair value for equity awards and the measurement date fair value for liability awards, each computed for the outcome that management estimates to be most probable. (b) Represents the number of outstanding units as of December 31, 2019 , adjusted for forfeitures to be settled in stock or cash. |
Non-Qualified Stock Options, Assumptions Used to Value Share-based Compensation | Fair value is estimated using a Monte Carlo simulation valuation method with the following weighted average assumptions: For Incentive PSU Programs Issued During the Years Ended December 31, 2019 2018 2017 Accounting Treatment Liability (a) Equity Liability (a) Equity Equity Risk-free rate 1.63 % 2.54 % 1.58 % 1.97 % 1.47 % Dividend yield (b) N/A N/A N/A N/A N/A Volatility factor 27.0 % 30.0 % 36.1 % 32.6 % 32.3 % Expected term 2 Years 3 Years 1 Year 3 Years 3 Years (a) Information shown for the valuation of the liability plan is as of the measurement date. (b) With respect to the EQT Incentive PSU Programs, dividends paid from the beginning of the performance period will be cumulatively added as additional shares of common stock. |
Schedule of Restricted Stock Awards Activity | A summary of restricted stock equity award activity as of December 31, 2019 and changes during the year then ended is presented below. Non-vested Shares (a) Weighted Average Fair Value Aggregate Fair Value Outstanding at January 1, 2019 147,372 $ 59.71 $ 8,799,885 Granted 344,796 17.78 6,132,036 Vested (83,571 ) 57.10 (4,771,492 ) Forfeited (11,480 ) 33.21 (381,211 ) Outstanding at December 31, 2019 397,117 $ 24.63 $ 9,779,218 (a) Non-vested shares outstanding at December 31, 2019 will be settled by the Company once vested, assuming continued service through such date. |
Summary of Option Activity |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of outstanding debt | The following table presents the Company's and its consolidated subsidiaries' outstanding debt as of December 31, 2019 and 2018 . December 31, 2019 December 31, 2018 Principal Carrying Value (a) Fair Value (b) Principal Carrying Value (a) Fair Value (b) (Thousands) Equitrans Midstream Credit Facility $ — $ — $ — $ 16,500 $ 16,500 $ 16,500 EQM Credit Facility 610,000 610,000 610,000 625,000 625,000 625,000 Eureka Credit Facility 292,500 292,500 292,500 — — — Total credit facility borrowings $ 902,500 $ 902,500 $ 902,500 $ 641,500 $ 641,500 $ 641,500 ETRN Term Loan Credit Agreement $ 600,000 $ 568,484 $ 594,743 $ 600,000 $ 568,105 $ 589,500 2019 EQM Term Loan Agreement 1,400,000 1,397,491 1,400,000 — — — EQM 4.00% Senior Notes due 2024 500,000 496,476 486,905 500,000 495,708 479,950 EQM 4.125% Senior Notes due 2026 500,000 494,115 471,770 500,000 493,264 454,200 EQM 4.75% Senior Notes due 2023 1,100,000 1,091,988 1,104,961 1,100,000 1,089,742 1,099,890 EQM 5.50% Senior Notes due 2028 850,000 840,420 839,035 850,000 839,302 841,526 EQM 6.50% Senior Notes due 2048 550,000 539,009 518,678 550,000 538,623 549,566 Total debt 5,500,000 5,427,983 5,416,092 4,100,000 4,024,744 4,014,632 Less current portion of debt 6,000 6,000 6,000 6,000 6,000 6,000 Total long-term debt $ 5,494,000 $ 5,421,983 $ 5,410,092 $ 4,094,000 $ 4,018,744 $ 4,008,632 (a) Carrying value of the senior notes and term loans represents principal amount less unamortized debt issuance costs and debt discounts. (b) See Note 1 for a discussion of fair value measurements. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of summary of income tax expense | The following table summarizes income tax expense for the years ended December 31, 2019, 2018 and 2017 . Years Ended December 31, 2019 2018 2017 (Thousands) Current income tax expense: Federal $ — $ 41,788 $ 43,794 State — 16,108 10,239 Total current income tax expense — 57,896 54,033 Deferred income tax expense (benefit): Federal 30,975 96,499 148,623 State 19,729 (71,253 ) 9,746 Total deferred income tax expense 50,704 25,246 158,369 Total income tax expense $ 50,704 $ 83,142 $ 212,402 |
Schedule of income tax expense reconciliation | The following table summarizes differences between income tax expense and amounts computed at the applicable federal statutory rate on pre-tax income for the years ended December 31, 2019, 2018 and 2017 . Years Ended December 31, 2019 2018 2017 (Thousands) Income tax (benefit) expense at statutory rate $ (2,993 ) $ 124,828 $ 187,201 Tax Cuts and Jobs Act — 7,443 129,266 State income tax expense 15,587 21,827 12,710 Noncontrolling interests' share of earnings (29,145 ) (61,505 ) (116,539 ) Impairment of goodwill 78,177 16,535 — Rice Midstream Holdings income not subject to tax — (26,538 ) (13,460 ) Regulatory (asset) liability (369 ) (368 ) 10,488 AFUDC - equity (14,127 ) (2,696 ) (1,683 ) Other 3,574 3,616 4,419 Income tax expense $ 50,704 $ 83,142 $ 212,402 Effective tax rate (355.7 )% 14.0 % 39.7 % |
Schedule of components of net deferred tax assets and liabilities | The following table summarizes the components of net deferred tax assets. December 31, 2019 2018 (Thousands) Total deferred income tax asset / (liability): Net operating loss carryforwards $ 49,388 $ 36,202 Investment in partnerships 42,232 559,858 Other (1,023 ) 1,261 Total net deferred income tax asset $ 90,597 $ 597,321 |
Interim Financial Information_2
Interim Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly financial information | The following quarterly summary of operating results reflects variations due primarily to the effects of the timing of the closings of the Rice Merger, the Separation and the Bolt-on Acquisition, the separation and other transaction costs related to the Rice Merger, the EQM-RMP Mergers, the Drop-Down Transaction, the Separation, the EQGP Buyout, the EQM IDR Transaction and the Bolt-on Acquisition, the $261.9 million of impairment of goodwill recorded in the fourth quarter of 2018, the EQM IDR Transaction, the Private Placement, the Bolt-on Acquisition, the $81.0 million of impairment of long-lived assets recorded in the second quarter of 2019, the $268.1 million of impairment of goodwill recorded in the third quarter of 2019, the $36.4 million of impairment of long-lived assets recorded in the third quarter of 2019, the $583.7 million of impairment of goodwill recorded in the fourth quarter of 2019 and the seasonal nature of the Company's transmission and storage business. Three Months Ended March 31 June 30 (a) September 30 (a)(b) December 31 (a)(b) (Thousands, except per share amounts) 2019 Operating revenues $ 389,782 $ 406,167 $ 408,434 $ 425,859 Operating income (loss) 260,041 166,175 (38,453 ) (311,763 ) Net income (loss) 199,566 130,480 (61,489 ) (333,516 ) Net income (loss) attributable to Equitrans Midstream 56,299 74,521 (65,825 ) (268,738 ) Earnings (loss) per share of common stock attributable to Equitrans Midstream Basic: Weighted average common stock outstanding 254,776 254,917 254,915 254,940 Net income (loss) $ 0.22 $ 0.29 $ (0.26 ) $ (1.05 ) Diluted: Weighted average common stock outstanding 254,827 254,967 254,915 254,940 Net income (loss) $ 0.22 $ 0.29 $ (0.26 ) $ (1.05 ) Three Months Ended March 31 (c) June 30 (c) September 30 (c) December 31 (a)(b) (Thousands, except per share amounts) 2018 Operating revenues $ 371,026 $ 374,697 $ 364,584 $ 384,791 Operating income (loss) 249,340 234,868 218,322 (59,446 ) Net income (loss) 223,744 219,607 185,966 (118,040 ) Net income (loss) attributable to Equitrans Midstream 82,729 101,067 82,825 (48,223 ) Earnings (loss) per share of common stock attributable to Equitrans Midstream Basic: Weighted average common stock outstanding 254,432 254,432 254,432 254,432 Net income (loss) $ 0.33 $ 0.40 $ 0.33 $ (0.19 ) Diluted: Weighted average common stock outstanding 255,033 255,033 255,033 254,432 Net income (loss) $ 0.32 $ 0.40 $ 0.32 $ (0.19 ) (a) See Note 3 for disclosure regarding impairments of long-lived assets. (b) For the quarters ended September 30, 2019, December 31, 2019 and December 31, 2018, because the Company generated a net loss, the Company's computation of loss per share excluded potentially dilutive securities; as such, basic and diluted average common stock outstanding were the same for the quarters ended September 30, 2019, December 31, 2019 and December 31, 2018. (c) |
Consolidated Variable Interes_2
Consolidated Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Consolidated Variable Interest Entity | 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. December 31, 2019 2018 (Thousands) ASSETS Cash and cash equivalents $ 15,760 $ 17,515 Accounts receivable (a) 254,109 254,390 Other current assets 25,004 14,909 Net property, plant and equipment (b) 7,715,122 5,806,628 Investment in unconsolidated entity 2,324,108 1,510,289 Goodwill 486,698 1,123,813 Net intangible assets 797,439 576,113 Other assets 196,779 152,464 LIABILITIES Accounts payable (a) $ 126,786 $ 207,877 Capital contribution payable to the MVP Joint Venture 45,150 169,202 Accrued interest 73,366 80,199 Accrued liabilities 31,550 20,672 Credit facility borrowings 902,500 625,000 EQM long-term debt 4,859,499 3,456,639 Regulatory and other long-term liabilities 78,397 38,724 (a) Accounts receivable as of December 31, 2019 and 2018 included $175.2 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 December 31, 2019 . (b) Includes approximately $59.1 million conveyed to EQM in the Shared Assets Transaction primarily consisting of IT infrastructure, office equipment, vehicles and office leases. See Note 7 . The following table summarizes EQM's statements of consolidated operations and cash flows, inclusive of transactions with related parties. Years Ended December 31, 2019 2018 2017 (a) (Thousands) Operating revenues $ 1,630,242 $ 1,495,098 $ 826,522 Operating expenses 1,426,056 768,445 245,032 Other expenses (42,104 ) (55,305 ) (9,586 ) Net income $ 162,082 $ 671,348 $ 571,904 Net cash provided by operating activities $ 1,049,407 $ 1,187,239 $ 650,550 Net cash used in investing activities (2,629,633 ) (2,950,254 ) (456,968 ) Net cash provided by (used in) financing activities 1,578,471 1,725,930 (251,393 ) (a) Amounts for the year ended December 31, 2017 have not been recast to include the results of the EQM-RMP Mergers and Drop-Down Transaction. |
Summary of Operations and Sig_4
Summary of Operations and Significant Accounting Policies - Organization (Details) - USD ($) $ in Millions | Nov. 13, 2018 | Nov. 12, 2018 | May 22, 2018 | May 01, 2018 | Nov. 13, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Cash distributions paid (as a percent) | 80.10% | ||||||
Common stock, shares outstanding (In shares) | 254,745,000 | 254,271,000 | |||||
Preferred share, purchase right (in shares) | 1 | ||||||
Issuance of Equitrans Midstream common stock (in shares) | 254,268,864 | ||||||
Strike Force Midstream | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Limited partner ownership interest (as a percent) | 25.00% | ||||||
EQT Corporation | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Common stock, shares outstanding (In shares) | 50,599,503 | ||||||
EQT Corporation | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Limited partner ownership interest (as a percent) | 19.90% | ||||||
Common stock, shares outstanding (In shares) | 254,586,700 | ||||||
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 Midstream Partners, LP | Gulfport Transaction | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Cash consideration | $ 175 | ||||||
Limited partner ownership interest (as a percent) | 100.00% | ||||||
EQM Midstream Partners, LP | Drop-Down Transaction | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Cash consideration | $ 1,150 | ||||||
Common units (in shares) | 5,889,282 | ||||||
RMP and Gulfport Midstream | Strike Force Midstream | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Limited partner ownership interest (as a percent) | 25.00% |
Summary of Operations and Sig_5
Summary of Operations and Significant Accounting Policies - Basis of Presentation (Details) - EQM | 12 Months Ended |
Dec. 31, 2019 | |
Limited Partner Common | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Limited partner ownership interest (as a percent) | 59.90% |
Public Owned | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Limited partner ownership interest (as a percent) | 40.10% |
Summary of Operations and Sig_6
Summary of Operations and Significant Accounting Policies - Nature of Business (Details) hp in Thousands | Dec. 31, 2019Bcf / dMMcf / dinterstate_pipelinecompressor_unitcompressor_stationfacilitygas_reserveprimary_assetmihpBcf | Apr. 10, 2019 |
Public Utilities, General Disclosures [Line Items] | ||
Number of primary assets through which services are provided | primary_asset | 3 | |
Length of water pipeline | 180 | |
Number of fresh water impoundment facilities | facility | 28 | |
Gathering assets | ||
Public Utilities, General Disclosures [Line Items] | ||
Length of pipeline (in miles) | 990 | |
Daily capacity (in Bcf per day) | Bcf / d | 4.4 | |
Number of compressor units | compressor_unit | 130 | |
Compression capacity (in hp) | hp | 445 | |
Length of FERC-regulated lines (in miles) | 920 | |
High-pressure header pipelines | ||
Public Utilities, General Disclosures [Line Items] | ||
Daily capacity (in Bcf per day) | Bcf / d | 1 | |
Transmission and storage assets | ||
Public Utilities, General Disclosures [Line Items] | ||
Daily capacity (in Bcf per day) | Bcf / d | 4.4 | |
Number of compressor units | compressor_station | 39 | |
Compression capacity (in hp) | hp | 135 | |
Length of FERC-regulated lines (in miles) | 950 | |
Number of connection points | interstate_pipeline | 7 | |
Number of gas reservoirs | gas_reserve | 18 | |
Peak withdrawal capacity (in MMcf per day) | MMcf / d | 900 | |
Working gas capacity (in Bcf) | Bcf | 43 | |
EQM | Eureka Midstream Holdings, LLC | ||
Public Utilities, General Disclosures [Line Items] | ||
Limited partner ownership interest (as a percent) | 60.00% |
Summary of Operations and Sig_7
Summary of Operations and Significant Accounting Policies - Segments (Details) | 12 Months Ended |
Dec. 31, 2019business_linesegment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of business segments | segment | 3 |
Number of lines of business | business_line | 3 |
Summary of Operations and Sig_8
Summary of Operations and Significant Accounting Policies - Accounts Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accounts receivable, for doubtful accounts | $ 285 | $ 75 |
Summary of Operations and Sig_9
Summary of Operations and Significant Accounting Policies - Fair Value of Financial Instruments (Details) - EQM - Affiliated Entity - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Estimated fair value of preferred interest | $ 110 | $ 115 |
Carrying Value | Other Current Assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Estimated fair value of preferred interest | 4.7 | 4.4 |
Level 3 | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Estimated fair value of preferred interest | $ 126 | $ 122 |
Summary of Operations and Si_10
Summary of Operations and Significant Accounting Policies - Property, Plant and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, cost capitalization | $ 47.6 | $ 54.4 | $ 46.5 |
Property, plant and equipment, interest capitalization | $ 29.5 | $ 12.6 | $ 4.7 |
Property, plant and equipment, depreciation rates | 2.70% | 2.70% | 1.80% |
Minimum | Gathering assets | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, estimated useful lives | P20Y | ||
Minimum | Transmission and storage assets | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, estimated useful lives | P20Y | ||
Minimum | Water services assets | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, estimated useful lives | P10Y | ||
Maximum | Gathering assets | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, estimated useful lives | P65Y | ||
Maximum | Transmission and storage assets | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, estimated useful lives | P50Y | ||
Maximum | Water services assets | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, estimated useful lives | P15Y |
Summary of Operations and Si_11
Summary of Operations and Significant Accounting Policies - Schedule of Property Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Public Utility, Property, Plant and Equipment [Line Items] | ||
Net property, plant and equipment | $ 7,723,967 | $ 5,867,647 |
Gathering assets | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Assets | 6,512,601 | 4,387,908 |
Accumulated depreciation | (478,172) | (247,720) |
Net property, plant and equipment | 6,034,429 | 4,140,188 |
Gathering assets | Bolt-on Acquisition | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Assets | 1,200,000 | |
Transmission and storage assets | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Assets | 1,844,859 | 1,785,157 |
Accumulated depreciation | (326,140) | (286,693) |
Net property, plant and equipment | 1,518,719 | 1,498,464 |
Water services assets | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Assets | 215,039 | 194,465 |
Accumulated depreciation | (53,065) | (26,489) |
Net property, plant and equipment | 161,974 | 167,976 |
Other property, plant and equipment | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Net property, plant and equipment | $ 8,845 | $ 61,019 |
Summary of Operations and Si_12
Summary of Operations and Significant Accounting Policies - Intangible Assets (Details) - USD ($) $ in Thousands | Oct. 01, 2019 | Apr. 10, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 13, 2017 |
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-lived intangible assets, useful life | 15 years | ||||||
Finite-lived intangible assets, amortization expense, next five years | $ 41,500 | ||||||
Amortization of intangible assets | 53,258 | $ 41,547 | $ 5,540 | ||||
EQM-RMP Mergers | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Intangible assets | $ 623,200 | ||||||
Bolt-on Acquisition | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Intangible assets | $ 317,000 | 311,000 | |||||
Finite-lived intangible assets, amortization expense, next five years | 16,800 | ||||||
Amortization of intangible assets | $ (400) | $ 11,700 | |||||
Bolt-on Acquisition | Eureka Midstream, LLC | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Estimated useful life | 20 years | ||||||
Bolt-on Acquisition | Hornet Midstream Holdings, LLC | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Estimated useful life | 7 years 3 months |
Summary of Operations and Si_13
Summary of Operations and Significant Accounting Policies - Schedule of Finite-Lived Intangible Assets Acquired As Part of Business Combination (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Intangible assets | $ 934,200 | $ 623,200 |
Less: impairment of Hornet-related intangible assets | (36,405) | 0 |
Less: accumulated amortization | (100,356) | (47,087) |
Intangible assets, net | $ 797,439 | $ 576,113 |
Summary of Operations and Si_14
Summary of Operations and Significant Accounting Policies - Goodwill (Details) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2019USD ($)reporting_unit | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |||||
Goodwill [Line Items] | ||||||||||
Number of reporting units | reporting_unit | 3 | |||||||||
Goodwill impairment | $ 583,700,000 | $ 268,100,000 | $ 0 | $ 851,777,000 | $ 261,941,000 | |||||
Goodwill | 486,698,000 | [1] | 1,239,269,000 | [1] | 486,698,000 | [1] | 1,239,269,000 | [1] | $ 1,384,872,000 | |
RMP PA Gas Gathering | ||||||||||
Goodwill [Line Items] | ||||||||||
Goodwill impairment | 433,200,000 | $ 168,900,000 | 602,082,000 | 261,941,000 | ||||||
Goodwill | $ 486,698,000 | $ 1,088,780,000 | $ 486,698,000 | $ 1,088,780,000 | $ 1,346,918,000 | |||||
[1] | See Note 3 for disclosure regarding impairments of goodwill. |
Summary of Operations and Si_15
Summary of Operations and Significant Accounting Policies - Gas Imbalances (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Gas imbalance receivable | $ 0 | $ 3.3 |
Summary of Operations and Si_16
Summary of Operations and Significant Accounting Policies - Asset Retirement Obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
AROs at beginning of period | $ 11,935 | $ 9,321 |
Liabilities incurred | 0 | 231 |
Revisions to estimated liabilities | (201) | 1,928 |
Accretion expense | 567 | 455 |
AROs at end of period | $ 12,301 | $ 11,935 |
Summary of Operations and Si_17
Summary of Operations and Significant Accounting Policies - Regulatory Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Regulatory Assets [Line Items] | ||
Total regulatory assets | $ 48,065 | $ 26,564 |
Regulatory Liabilities [Line Items] | ||
Total regulatory liabilities | (21,026) | (20,724) |
Deferred taxes | ||
Regulatory Liabilities [Line Items] | ||
Total regulatory liabilities | (10,522) | (10,920) |
On-going post-retirement benefits other than pension | ||
Regulatory Liabilities [Line Items] | ||
Total regulatory liabilities | (11,225) | (10,132) |
Other costs | ||
Regulatory Liabilities [Line Items] | ||
Total regulatory liabilities | (721) | (328) |
Deferred taxes | ||
Regulatory Assets [Line Items] | ||
Total regulatory assets | 43,515 | 22,252 |
Other costs | ||
Regulatory Assets [Line Items] | ||
Total regulatory assets | $ 4,550 | $ 4,312 |
Summary of Operations and Si_18
Summary of Operations and Significant Accounting Policies - Regulatory Operations and Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement Related Disclosures [Abstract] | |||
Operating revenues | $ 396,847 | $ 393,911 | $ 383,309 |
Operating expenses | 210,861 | 140,832 | $ 143,614 |
Public Utility, Property, Plant and Equipment [Line Items] | |||
Net property, plant and equipment | 7,723,967 | 5,867,647 | |
Regulated Operation | |||
Public Utility, Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 1,955,519 | 1,900,411 | |
Accumulated depreciation | (436,275) | (317,988) | |
Net property, plant and equipment | $ 1,519,244 | $ 1,582,423 |
Summary of Operations and Si_19
Summary of Operations and Significant Accounting Policies - AFUDC (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Interest Expense | |||
Schedule of Capitalization [Line Items] | |||
AFUDC, debt component | $ 1.4 | $ 1 | $ 0.8 |
Nonoperating Income (Expense) | |||
Schedule of Capitalization [Line Items] | |||
AFUDC, equity component | $ 5.7 | $ 5.6 | $ 5.1 |
Summary of Operations and Si_20
Summary of Operations and Significant Accounting Policies - Share-Based Compensation (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Conversion rate for share-based compensation awards transferred | 0.80 | 0.8 |
Accrued incentive compensation | $ 42 | $ 42.1 |
Summary of Operations and Si_21
Summary of Operations and Significant Accounting Policies - Pension and Other Post-Retirement Benefit Plans (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Regulatory asset, amortization period | 16 years |
Summary of Operations and Si_22
Summary of Operations and Significant Accounting Policies - Noncontrolling Interests (Details) - Strike Force Midstream | Dec. 31, 2019 | Dec. 31, 2018 |
Noncontrolling Interest [Line Items] | ||
Limited partner ownership interest (as a percent) | 25.00% | |
RMP and Gulfport Midstream | ||
Noncontrolling Interest [Line Items] | ||
Limited partner ownership interest (as a percent) | 25.00% |
Summary of Operations and Si_23
Summary of Operations and Significant Accounting Policies - Statement of Cash Flow Supplementary Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash paid during the period for: | |||
Interest, net of amount capitalized | $ 257,065 | $ 54,089 | $ 43,797 |
Non-cash activity during the period for: | |||
Acquisition of Rice Midstream Holdings LLC | 0 | 0 | 3,846,240 |
Settlement of separation and other transaction costs with EQT | 0 | 133,286 | 0 |
Net settlement of current income taxes payable with EQT | 0 | 54,033 | 115,819 |
Separation-related adjustments | 93,666 | 228,357 | 0 |
Revision to estimated asset retirement obligations | $ 0 | $ 1,928 | $ 0 |
Summary of Operations and Si_24
Summary of Operations and Significant Accounting Policies - Earnings Per Share (EPS) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Net loss attributable to Equitrans Midstream | $ (268,738) | $ (65,825) | $ 74,521 | $ 56,299 | $ (48,223) | $ 82,825 | $ 101,067 | $ 82,729 | $ (203,743) | $ 218,398 | $ (27,156) |
Potentially dilutive securities related to stock options and awards (shares) | 601,622 | ||||||||||
Series A Preferred Units | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Net loss attributable to Equitrans Midstream | $ 74,000 | ||||||||||
Phantom Units | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Potentially dilutive securities related to stock options and awards (shares) | 207,501 | 161,696 | 161,696 |
Summary of Operations and Si_25
Summary of Operations and Significant Accounting Policies - Recently Issued Accounting Standards (Details) - USD ($) $ in Thousands | Jan. 01, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Cumulative effect of new accounting principle in period of adoption | $ (618,062) | $ 33,932 | |
Minimum | Scenario, Forecast | Accounting Standard Update 2016-13 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Cumulative effect of new accounting principle in period of adoption | $ 3,000 | ||
Maximum | Scenario, Forecast | Accounting Standard Update 2016-13 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Cumulative effect of new accounting principle in period of adoption | $ 4,000 |
Acquisitions, Mergers and Div_3
Acquisitions, Mergers and Divestitures - Narrative (Details) | Oct. 01, 2019 | Aug. 14, 2019USD ($)compressor_stationmi | Apr. 10, 2019USD ($)mi | Mar. 13, 2019USD ($) | Nov. 13, 2017USD ($)reporting_unit | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($)reporting_unit | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Nov. 13, 2018USD ($) | |||||
Business Acquisition [Line Items] | |||||||||||||||||||
Interest, net of amount capitalized | $ 257,065,000 | $ 54,089,000 | $ 43,797,000 | ||||||||||||||||
Transaction costs | [1] | 26,080,000 | 85,444,000 | 85,124,000 | |||||||||||||||
Goodwill | $ 1,239,269,000 | [2] | $ 486,698,000 | [2] | 486,698,000 | [2] | 1,239,269,000 | [2] | 1,384,872,000 | ||||||||||
Impairment of long-lived assets | $ 81,000,000 | 0 | |||||||||||||||||
Amortization of intangible assets | 53,258,000 | 41,547,000 | $ 5,540,000 | ||||||||||||||||
Finite-lived intangible assets, amortization expense, next five years | 41,500,000 | $ 41,500,000 | |||||||||||||||||
Unamortized carryover tax basis of tax-deductible goodwill | $ 356,800,000 | ||||||||||||||||||
Number of reporting units | reporting_unit | 3 | ||||||||||||||||||
Adjustment to purchase price allocation | [3] | 210,007,000 | 128,114,000 | $ 128,114,000 | 210,007,000 | ||||||||||||||
Copley Gathering System | Disposal Group, Not Discontinued Operations | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Length of gathering lines (in miles) | mi | 530 | ||||||||||||||||||
Number of compressor stations and related assets | compressor_station | 4 | ||||||||||||||||||
Purchase price of Copley gathering system | $ 1,000 | ||||||||||||||||||
Rice Midstream Holdings | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Goodwill | $ 1,384,900,000 | ||||||||||||||||||
Number of reporting units | reporting_unit | 2 | ||||||||||||||||||
Eureka Midstream Holdings, LLC | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Length of gathering lines (in miles) | mi | 190 | ||||||||||||||||||
Eureka Midstream Holdings, LLC | EQM Midstream Partners, LP | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Percentage of voting interests acquired | 60.00% | ||||||||||||||||||
Hornet Midstream Holdings, LLC | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Length of gathering lines (in miles) | mi | 15 | ||||||||||||||||||
Hornet Midstream Holdings, LLC | EQM Midstream Partners, LP | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Percentage of voting interests acquired | 100.00% | ||||||||||||||||||
Bolt-on Acquisition | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Cash consideration | $ 863,780,000 | 852,376,000 | |||||||||||||||||
Payment of related interest and fees | 28,200,000 | ||||||||||||||||||
Interest, net of amount capitalized | 100,000 | ||||||||||||||||||
Transaction costs | 17,000,000 | ||||||||||||||||||
Acquisition-related expenses, professional fees | 15,300,000 | ||||||||||||||||||
Acquisition-related expenses, compensation arrangements | 1,700,000 | ||||||||||||||||||
Goodwill | 107,869,000 | $ 99,200,000 | $ 99,200,000 | 0 | 0 | ||||||||||||||
Fair value of noncontrolling interests assumed | 486,062,000 | 478,460,000 | 478,460,000 | ||||||||||||||||
Impairment of long-lived assets | $ 36,400,000 | ||||||||||||||||||
Increase in expected annual amortization expense as a result of impairment | 1,000,000 | ||||||||||||||||||
Amortization of intangible assets | $ (400,000) | 11,700,000 | |||||||||||||||||
Finite-lived intangible assets, amortization expense, next five years | 16,800,000 | 16,800,000 | |||||||||||||||||
Unamortized carryover tax basis of tax-deductible goodwill | $ 43,000,000 | ||||||||||||||||||
Measurement period adjustments | (8,663,000) | ||||||||||||||||||
Bolt-on Acquisition | EQM Midstream Partners, LP | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Total consideration | $ 1,040,000,000 | ||||||||||||||||||
Cash consideration | 852,000,000 | ||||||||||||||||||
Assumed pro-rata debt | $ 192,000,000 | ||||||||||||||||||
Bolt-on Acquisition | Eureka Midstream, LLC | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Estimated useful life | 20 years | ||||||||||||||||||
Bolt-on Acquisition | Hornet Midstream Holdings, LLC | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Estimated useful life | 7 years 3 months | ||||||||||||||||||
RMP | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Goodwill | $ 1,501,210,000 | 1,239,269,000 | 486,698,000 | 486,698,000 | $ 1,239,269,000 | ||||||||||||||
Fair value of noncontrolling interests assumed | 1,500,000,000 | ||||||||||||||||||
Adjustment to deferred tax liability | 115,456,000 | (21,600,000) | (21,600,000) | ||||||||||||||||
Measurement period adjustments | $ (20,700,000) | ||||||||||||||||||
Adjustment to purchase price allocation | $ 900,000 | $ 900,000 | |||||||||||||||||
RMP | EQT Corporation | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Adjustment to deferred tax liability | 137,000,000 | ||||||||||||||||||
Measurement period adjustments | $ 137,000,000 | ||||||||||||||||||
[1] | Operating and maintenance expense included charges from EQT of $2.4 million , $49.8 million and $40.6 million for the years ended December 31, 2019, 2018 and 2017 , respectively. Selling, general and administrative expense included charges from EQT of $1.0 million , $85.1 million and $75.6 million for the years ended December 31, 2019, 2018 and 2017 , respectively. See Note 9 . Separation and other transaction costs represent the expenses related to the Rice Merger, the EQM-RMP Mergers, the Drop-Down Transaction, the Separation and the EQGP Buyout (each defined in Note 1 ) and included charges from EQT of $53.3 million and $85.1 million for the years ended December 31, 2018 and 2017 , respectively. See Notes 1 and 9 . | ||||||||||||||||||
[2] | See Note 3 for disclosure regarding impairments of goodwill. | ||||||||||||||||||
[3] | Accounts payable as of December 31, 2018 included approximately $34.1 million due to EQT. There was no related party balance with EQT included in accounts payable as of December 31, 2019 . |
Acquisitions, Mergers and Div_4
Acquisitions, Mergers and Divestitures - Schedule of Purchase Price Allocation (Details) - USD ($) | Apr. 10, 2019 | Nov. 13, 2017 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 23, 2018 | Dec. 31, 2016 | ||||||
Fair value of assets acquired: | |||||||||||||||||||
Cash | $ 61,600,000 | ||||||||||||||||||
Goodwill [Roll Forward] | |||||||||||||||||||
Beginning balance | $ 1,239,269,000 | [1] | $ 1,384,872,000 | ||||||||||||||||
Less: impairment of goodwill | $ (583,700,000) | $ (268,100,000) | $ 0 | (851,777,000) | (261,941,000) | ||||||||||||||
Ending balance | 486,698,000 | [1] | 1,239,269,000 | [1] | $ 486,698,000 | [1] | $ 486,698,000 | [1] | 486,698,000 | [1] | 1,239,269,000 | [1] | $ 1,384,872,000 | ||||||
Decrease in amortization expense | (53,258,000) | (41,547,000) | (5,540,000) | ||||||||||||||||
Bolt-on Acquisition | |||||||||||||||||||
Consideration given: | |||||||||||||||||||
Cash consideration | $ 861,250,000 | 849,846,000 | |||||||||||||||||
Buyout of Eureka Midstream Class B Units and incentive compensation | 2,530,000 | 2,530,000 | |||||||||||||||||
Total consideration | 863,780,000 | 852,376,000 | |||||||||||||||||
Fair value of assets acquired: | |||||||||||||||||||
Cash | 15,145,000 | 15,145,000 | 15,145,000 | 15,145,000 | 15,145,000 | ||||||||||||||
Accounts receivable | 16,817,000 | 16,817,000 | 16,817,000 | 16,817,000 | 16,817,000 | ||||||||||||||
Inventory | 12,991,000 | 12,965,000 | 12,965,000 | 12,965,000 | 12,965,000 | ||||||||||||||
Other current assets | 882,000 | 882,000 | 882,000 | 882,000 | 882,000 | ||||||||||||||
Property, plant and equipment | 1,222,284,000 | 1,213,378,000 | 1,213,378,000 | 1,213,378,000 | 1,213,378,000 | ||||||||||||||
Intangible assets | 317,000,000 | 311,000,000 | 311,000,000 | 311,000,000 | 311,000,000 | ||||||||||||||
Deferred tax asset | 5,773,000 | 505,000 | 505,000 | 505,000 | 505,000 | ||||||||||||||
Other assets | 14,567,000 | 14,567,000 | 14,567,000 | 14,567,000 | 14,567,000 | ||||||||||||||
Amount attributable to assets acquired | 1,605,459,000 | 1,585,259,000 | 1,585,259,000 | 1,585,259,000 | 1,585,259,000 | ||||||||||||||
Fair value of liabilities assumed: | |||||||||||||||||||
Current liabilities | (52,458,000) | (42,601,000) | (42,601,000) | (42,601,000) | (42,601,000) | ||||||||||||||
Long-term debt | (300,825,000) | (300,825,000) | (300,825,000) | (300,825,000) | (300,825,000) | ||||||||||||||
Other long-term liabilities | (10,203,000) | (10,203,000) | (10,203,000) | (10,203,000) | (10,203,000) | ||||||||||||||
Amount attributable to liabilities assumed | 363,486,000 | 353,629,000 | 353,629,000 | 353,629,000 | 353,629,000 | ||||||||||||||
Noncontrolling interests | (486,062,000) | (478,460,000) | (478,460,000) | (478,460,000) | (478,460,000) | ||||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract] | |||||||||||||||||||
Total consideration | (11,404,000) | (11,400,000) | |||||||||||||||||
Current liabilities | (9,857,000) | ||||||||||||||||||
Amount attributable to liabilities assumed | (9,857,000) | ||||||||||||||||||
Inventory | (26,000) | ||||||||||||||||||
Net property, plant and equipment | (8,906,000) | ||||||||||||||||||
Intangible assets | (6,000,000) | ||||||||||||||||||
Deferred tax asset | (5,268,000) | ||||||||||||||||||
Amount attributable to assets acquired | (20,200,000) | ||||||||||||||||||
Noncontrolling interests | 7,602,000 | ||||||||||||||||||
Goodwill purchase accounting adjustments | (8,663,000) | ||||||||||||||||||
Goodwill, purchase price allocation (as adjusted) | 99,206,000 | ||||||||||||||||||
Goodwill [Roll Forward] | |||||||||||||||||||
Beginning balance | 99,200,000 | 107,869,000 | |||||||||||||||||
Less: impairment of goodwill | (99,200,000) | (99,206,000) | |||||||||||||||||
Ending balance | $ 107,869,000 | 0 | 99,200,000 | $ 99,200,000 | 0 | 0 | 0 | ||||||||||||
Decrease in amortization expense | $ 400,000 | (11,700,000) | |||||||||||||||||
RMP | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Enterprise value | $ 3,846,240,000 | ||||||||||||||||||
Fair value of assets acquired: | |||||||||||||||||||
Current assets | 141,410,000 | ||||||||||||||||||
Property, plant and equipment | 2,265,924,000 | ||||||||||||||||||
Intangible assets | 623,200,000 | ||||||||||||||||||
Other assets | 118,000 | ||||||||||||||||||
Fair value of liabilities assumed: | |||||||||||||||||||
Current liabilities | (107,101,000) | ||||||||||||||||||
Long-term debt | (266,000,000) | ||||||||||||||||||
Due to EQT | (187,742,000) | (187,700,000) | |||||||||||||||||
Deferred income taxes | (115,456,000) | 21,600,000 | 21,600,000 | 21,600,000 | 21,600,000 | ||||||||||||||
Other long-term liabilities | (9,323,000) | ||||||||||||||||||
Total fair value of assets acquired and liabilities assumed | 2,345,030,000 | ||||||||||||||||||
Noncontrolling interests | (1,500,000,000) | ||||||||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract] | |||||||||||||||||||
Goodwill purchase accounting adjustments | (20,700,000) | ||||||||||||||||||
Goodwill [Roll Forward] | |||||||||||||||||||
Beginning balance | 1,239,269,000 | ||||||||||||||||||
Less: impairment of goodwill | (261,900,000) | (752,571,000) | (261,941,000) | ||||||||||||||||
Ending balance | 1,501,210,000 | 486,698,000 | 1,239,269,000 | 486,698,000 | 486,698,000 | 486,698,000 | 1,239,269,000 | ||||||||||||
Outstanding principal repaid | 187,500,000 | ||||||||||||||||||
Accrued interest | 200,000 | ||||||||||||||||||
Strike Force Midstream | |||||||||||||||||||
Fair value of liabilities assumed: | |||||||||||||||||||
Noncontrolling interests | $ (200,000,000) | ||||||||||||||||||
RMP PA Gas Gathering | |||||||||||||||||||
Goodwill [Roll Forward] | |||||||||||||||||||
Beginning balance | 1,088,780,000 | 1,346,918,000 | |||||||||||||||||
Less: impairment of goodwill | (433,200,000) | $ (168,900,000) | (602,082,000) | (261,941,000) | |||||||||||||||
Ending balance | 486,698,000 | 1,088,780,000 | 486,698,000 | 486,698,000 | 486,698,000 | 1,088,780,000 | $ 1,346,918,000 | ||||||||||||
Line of credit | |||||||||||||||||||
Goodwill [Roll Forward] | |||||||||||||||||||
Outstanding principal repaid | $ 902,500,000 | $ 641,500,000 | $ 902,500,000 | $ 902,500,000 | $ 902,500,000 | $ 641,500,000 | |||||||||||||
Line of credit | RMP Credit Facility | |||||||||||||||||||
Fair value of liabilities assumed: | |||||||||||||||||||
Maximum borrowing capacity | $ 850,000,000 | ||||||||||||||||||
[1] | See Note 3 for disclosure regarding impairments of goodwill. |
Acquisitions, Mergers and Div_5
Acquisitions, Mergers and Divestitures - Schedule of Intangible Assets (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets | $ 934,200,000 | $ 934,200,000 | $ 623,200,000 |
Less: accumulated amortization | 100,356,000 | 100,356,000 | 47,087,000 |
Intangible assets, net | 797,439,000 | 797,439,000 | $ 576,113,000 |
Bolt-on Acquisition | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets | 311,000,000 | 311,000,000 | |
Less: impairment of Hornet-related intangible assets | 0 | 36,405,000 | |
Less: accumulated amortization | 11,711,000 | 11,711,000 | |
Intangible assets, net | $ 262,884,000 | $ 262,884,000 |
Acquisitions, Mergers and Div_6
Acquisitions, Mergers and Divestitures - Post-Acquisition Operating Results (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Business Acquisition [Line Items] | ||||||||||||
Net loss attributable to noncontrolling interests | $ 138,784 | $ 292,879 | $ 349,613 | |||||||||
Net loss attributable to Equitrans Midstream | $ (268,738) | $ (65,825) | $ 74,521 | $ 56,299 | $ (48,223) | $ 82,825 | $ 101,067 | $ 82,729 | $ (203,743) | $ 218,398 | $ (27,156) | |
Bolt-on Acquisition | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Operating income attributable to Equitrans Midstream | $ 97,123 | |||||||||||
Operating loss attributable to Equitrans Midstream | (94,551) | |||||||||||
Net loss attributable to noncontrolling interests | (21,291) | |||||||||||
Net loss attributable to Equitrans Midstream | $ (80,631) |
Acquisitions, Mergers and Div_7
Acquisitions, Mergers and Divestitures - Unaudited Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Bolt-on Acquisition | |||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Pro forma operating revenues | $ 1,661,822 | $ 1,616,821 | $ 987,735 |
Pro forma net income | (44,167) | 552,291 | 321,151 |
Pro forma net income attributable to noncontrolling interests | 126,558 | 357,264 | 317,468 |
Pro forma net (loss) income attributable to Equitrans Midstream | $ (170,725) | $ 195,027 | $ 3,683 |
Pro forma (loss) income per share (basic) (in dollars per share) | $ (0.67) | $ 0.77 | $ 0.01 |
Pro forma (loss) income per share (diluted) (in dollars per share) | $ (0.67) | $ 0.77 | $ 0.01 |
RMP | |||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Pro forma operating revenues | $ 1,264,704 | ||
Pro forma net income | 549,567 | ||
Pro forma net income attributable to noncontrolling interests | 445,576 | ||
Pro forma net (loss) income attributable to Equitrans Midstream | $ 103,991 |
Impairments of Long-Lived Ass_3
Impairments of Long-Lived Assets - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 10, 2019 | Dec. 31, 2017 | ||||||
Impaired Long-Lived Assets Held and Used [Line Items] | ||||||||||||||
Goodwill impairment | $ 583,700,000 | $ 268,100,000 | $ 0 | $ 851,777,000 | $ 261,941,000 | |||||||||
Goodwill | 486,698,000 | [1] | 1,239,269,000 | [1] | $ 486,698,000 | [1] | 486,698,000 | [1] | 1,239,269,000 | [1] | $ 1,384,872,000 | |||
Impairment of long-lived assets | $ 81,000,000 | 0 | ||||||||||||
RMP PA Gas Gathering | ||||||||||||||
Impaired Long-Lived Assets Held and Used [Line Items] | ||||||||||||||
Goodwill impairment | 433,200,000 | 168,900,000 | 602,082,000 | 261,941,000 | ||||||||||
Goodwill | 486,698,000 | 1,088,780,000 | 486,698,000 | 486,698,000 | 1,088,780,000 | 1,346,918,000 | ||||||||
Rice Retained Midstream | ||||||||||||||
Impaired Long-Lived Assets Held and Used [Line Items] | ||||||||||||||
Goodwill impairment | 150,500,000 | 150,489,000 | 0 | |||||||||||
Goodwill | 0 | $ 150,489,000 | 0 | 0 | $ 150,489,000 | $ 37,954,000 | ||||||||
Bolt-on Acquisition | ||||||||||||||
Impaired Long-Lived Assets Held and Used [Line Items] | ||||||||||||||
Goodwill impairment | 99,200,000 | 99,206,000 | ||||||||||||
Goodwill | 0 | 99,200,000 | $ 0 | 0 | $ 107,869,000 | |||||||||
impairment of Hornet-related intangible assets | $ 0 | $ 36,405,000 | ||||||||||||
Impairment of long-lived assets | $ 36,400,000 | |||||||||||||
Copley Gathering System | Disposal Group, Not Discontinued Operations | EQM Midstream Partners, LP | ||||||||||||||
Impaired Long-Lived Assets Held and Used [Line Items] | ||||||||||||||
Impairment of property and equipment | $ 81,000,000 | |||||||||||||
[1] | See Note 3 for disclosure regarding impairments of goodwill. |
Impairments of Long-Lived Ass_4
Impairments of Long-Lived Assets - Schedule of Goodwill (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |||
Goodwill [Roll Forward] | |||||||
Beginning balance | $ 1,239,269,000 | [1] | $ 1,384,872,000 | ||||
Add: transfer of goodwill from EQT | 116,338,000 | ||||||
Less: impairment of goodwill | $ (583,700,000) | $ (268,100,000) | $ 0 | (851,777,000) | (261,941,000) | ||
Add: goodwill associated with Bolt-on Acquisition | 99,206,000 | ||||||
Ending balance | [1] | 486,698,000 | 1,239,269,000 | 486,698,000 | 1,239,269,000 | ||
RMP PA Gas Gathering | |||||||
Goodwill [Roll Forward] | |||||||
Beginning balance | 1,088,780,000 | 1,346,918,000 | |||||
Add: transfer of goodwill from EQT | 3,803,000 | ||||||
Less: impairment of goodwill | (433,200,000) | (168,900,000) | (602,082,000) | (261,941,000) | |||
Add: goodwill associated with Bolt-on Acquisition | 0 | ||||||
Ending balance | 486,698,000 | 1,088,780,000 | 486,698,000 | 1,088,780,000 | |||
Rice Retained Midstream | |||||||
Goodwill [Roll Forward] | |||||||
Beginning balance | 150,489,000 | 37,954,000 | |||||
Add: transfer of goodwill from EQT | 112,535,000 | ||||||
Less: impairment of goodwill | (150,500,000) | (150,489,000) | 0 | ||||
Add: goodwill associated with Bolt-on Acquisition | 0 | ||||||
Ending balance | 0 | 150,489,000 | 0 | 150,489,000 | |||
Eureka/Hornet | |||||||
Goodwill [Roll Forward] | |||||||
Beginning balance | 0 | 0 | |||||
Add: transfer of goodwill from EQT | 0 | ||||||
Less: impairment of goodwill | $ (99,200,000) | (99,206,000) | 0 | ||||
Add: goodwill associated with Bolt-on Acquisition | 99,206,000 | ||||||
Ending balance | $ 0 | $ 0 | $ 0 | $ 0 | |||
[1] | See Note 3 for disclosure regarding impairments of goodwill. |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Narrative (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Transmission | |
Disaggregation of Revenue [Line Items] | |
Contract billing cycle | 21 days |
Weighted average remaining term | 14 years |
Gathering | |
Disaggregation of Revenue [Line Items] | |
Contract billing cycle | 21 days |
Weighted average remaining term | 11 years |
Water | |
Disaggregation of Revenue [Line Items] | |
Contract billing cycle | 30 days |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Schedule of Disaggregated Revenue Information, by Business Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Total operating revenues | $ 425,859 | $ 408,434 | $ 406,167 | $ 389,782 | $ 384,791 | $ 364,584 | $ 374,697 | $ 371,026 | $ 1,630,242 | [1] | $ 1,495,098 | [1] | $ 895,558 | [1] |
Firm reservation fee revenues | ||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Total operating revenues | 937,687 | 804,085 | 755,548 | |||||||||||
Volumetric-based fee revenues | ||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Total operating revenues | 612,764 | 579,786 | 126,405 | |||||||||||
Gathering | ||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Total operating revenues | 1,159,931 | 997,070 | 509,967 | |||||||||||
Gathering | Firm reservation fee revenues | ||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Total operating revenues | 581,118 | 447,360 | 407,355 | |||||||||||
Gathering | Volumetric-based fee revenues | ||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Total operating revenues | 578,813 | 549,710 | 102,612 | |||||||||||
Transmission | ||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Total operating revenues | 390,520 | 386,801 | 371,986 | |||||||||||
Transmission | Firm reservation fee revenues | ||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Total operating revenues | 356,569 | 356,725 | 348,193 | |||||||||||
Transmission | Volumetric-based fee revenues | ||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Total operating revenues | 33,951 | 30,076 | 23,793 | |||||||||||
Water | ||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Total operating revenues | 79,791 | 111,227 | 13,605 | |||||||||||
Water | Firm reservation fee revenues | ||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Total operating revenues | 0 | 0 | 0 | |||||||||||
Water | Volumetric-based fee revenues | ||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Total operating revenues | $ 0 | $ 0 | $ 0 | |||||||||||
[1] | Operating revenues included related party revenues from EQT Corporation (NYSE: EQT) (EQT) of approximately $1,122.6 million , $1,111.3 million and $665.9 million for the years ended December 31, 2019, 2018 and 2017 , respectively. See Note 9 . |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Summary of Remaining Performance Obligations (Details) $ in Thousands | Dec. 31, 2019USD ($) |
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 | $ 1,041,274 |
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 | 1,120,141 |
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 | 1,117,662 |
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 | 1,074,988 |
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 | 971,785 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | 4,529,777 |
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 | 9,855,627 |
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 | $ 354,363 |
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 | $ 375,020 |
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 | $ 370,273 |
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 | $ 332,404 |
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 | $ 273,257 |
Remaining performance obligations, expected timing | 1 year |
Transmission firm reservation fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 2,489,864 |
Remaining performance obligations, expected timing | |
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 | $ 4,195,181 |
Water | 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 | $ 35,536 |
Remaining performance obligations, expected timing | 1 year |
Water | 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 | $ 2,000 |
Remaining performance obligations, expected timing | 1 year |
Water | 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 | $ 2,000 |
Remaining performance obligations, expected timing | 1 year |
Water | 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 | $ 0 |
Remaining performance obligations, expected timing | 1 year |
Water | 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 | $ 0 |
Remaining performance obligations, expected timing | 1 year |
Water | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 0 |
Remaining performance obligations, expected timing | |
Water | 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 | $ 39,536 |
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 | $ 517,406 |
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 | $ 590,056 |
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 | $ 592,324 |
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 | $ 590,342 |
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 | $ 552,598 |
Remaining performance obligations, expected timing | 1 year |
Gathering firm reservation fees | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 1,576,827 |
Remaining performance obligations, expected timing | |
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 | $ 4,419,553 |
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 | $ 133,969 |
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 | $ 153,065 |
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 | $ 153,065 |
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 | $ 152,242 |
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 | $ 145,930 |
Remaining performance obligations, expected timing | 1 year |
Gathering revenues supported by MVCs | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 463,086 |
Remaining performance obligations, expected timing | |
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 | $ 1,201,357 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($)lease_agreement | Apr. 10, 2019USD ($) | Jan. 01, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Operating lease, right-of-use asset | $ 63,600 | ||
Operating lease expenses | 12,858 | ||
Cash paid for operating lease liabilities | 12,300 | ||
Operating lease liability | 64,655 | ||
Operating lease, liability, current | $ 11,700 | ||
Weighted average remaining lease term | 8 years | ||
Weighted average discount rate (percentage) | 5.50% | ||
Accounting Standards Update 2016-02 | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, right-of-use asset | $ 49,700 | ||
Bolt-on Acquisition | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, right-of-use asset | $ 20,000 | ||
Bolt-on Acquisition | EQM | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease expenses | $ 4,700 | ||
Bolt-on Acquisition | Compressor Lease | EQM | |||
Lessee, Lease, Description [Line Items] | |||
Number of lease agreements | lease_agreement | 10 | ||
Bolt-on Acquisition | Facilities Lease | EQM | |||
Lessee, Lease, Description [Line Items] | |||
Number of lease agreements | lease_agreement | 1 |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 12,858 |
Short-term lease cost | 4,642 |
Variable lease cost | 321 |
Sublease (income) | (445) |
Total lease cost | $ 17,376 |
Leases - Schedule of Operatin_2
Leases - Schedule of Operating Lease Liability Maturities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 14,675 |
2021 | 12,334 |
2022 | 10,086 |
2023 | 7,747 |
2024 | 5,978 |
Thereafter | 30,663 |
Total | 81,483 |
Less: imputed interest | 16,828 |
Present value of operating lease liability | $ 64,655 |
Financial Information by Busi_3
Financial Information by Business Segment - Narrative (Details) | 12 Months Ended |
Dec. 31, 2019business_linesegment | |
Segment Reporting [Abstract] | |
Number of business 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 ($) | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Apr. 10, 2019 | Nov. 13, 2018 | Dec. 31, 2016 | |||||
Revenues from customers: | ||||||||||||||||||
Total operating revenues | $ 425,859,000 | $ 408,434,000 | $ 406,167,000 | $ 389,782,000 | $ 384,791,000 | $ 364,584,000 | $ 374,697,000 | $ 371,026,000 | $ 1,630,242,000 | [1] | $ 1,495,098,000 | [1] | $ 895,558,000 | [1] | ||||
Operating (loss) income: | ||||||||||||||||||
Total operating (loss) income | (311,763,000) | (38,453,000) | 166,175,000 | 260,041,000 | (59,446,000) | 218,322,000 | 234,868,000 | 249,340,000 | 76,000,000 | 643,084,000 | 543,050,000 | |||||||
Reconciliation of operating income to net income: | ||||||||||||||||||
Equity income | [2] | 163,279,000 | 61,778,000 | 22,171,000 | ||||||||||||||
Other income | 2,661,000 | 5,011,000 | 4,439,000 | |||||||||||||||
Net interest expense | [3] | 256,195,000 | 115,454,000 | 34,801,000 | ||||||||||||||
Income tax expense | 50,704,000 | 83,142,000 | 212,402,000 | |||||||||||||||
Net (loss) income | (333,516,000) | (61,489,000) | $ 130,480,000 | $ 199,566,000 | (118,040,000) | $ 185,966,000 | $ 219,607,000 | $ 223,744,000 | (64,959,000) | 511,277,000 | 322,457,000 | |||||||
Goodwill impairment | 583,700,000 | $ 268,100,000 | 0 | 851,777,000 | 261,941,000 | |||||||||||||
Segment assets: | ||||||||||||||||||
Total assets | 12,041,709,000 | 10,523,835,000 | 12,041,709,000 | 10,523,835,000 | 8,328,796,000 | |||||||||||||
Depreciation: | ||||||||||||||||||
Depreciation | 227,364,000 | 175,821,000 | 96,674,000 | |||||||||||||||
Expenditures for segment assets: | ||||||||||||||||||
Total | 941,261,000 | 884,574,000 | 371,857,000 | |||||||||||||||
Accrued capital expenditures | 92,000,000 | 109,300,000 | 92,000,000 | 109,300,000 | 90,700,000 | $ 8,800,000 | $ 26,700,000 | |||||||||||
RMP | ||||||||||||||||||
Reconciliation of operating income to net income: | ||||||||||||||||||
Goodwill impairment | 261,900,000 | 752,571,000 | 261,941,000 | |||||||||||||||
Expenditures for segment assets: | ||||||||||||||||||
Accrued capital expenditures assumed in acquisition | $ 72,300,000 | |||||||||||||||||
Gathering | ||||||||||||||||||
Revenues from customers: | ||||||||||||||||||
Total operating revenues | 1,159,931,000 | 997,070,000 | 509,967,000 | |||||||||||||||
Gathering | RMP | ||||||||||||||||||
Reconciliation of operating income to net income: | ||||||||||||||||||
Goodwill impairment | 854,300,000 | 261,900,000 | ||||||||||||||||
Transmission | ||||||||||||||||||
Revenues from customers: | ||||||||||||||||||
Total operating revenues | 390,520,000 | 386,801,000 | 371,986,000 | |||||||||||||||
Water | ||||||||||||||||||
Revenues from customers: | ||||||||||||||||||
Total operating revenues | 79,791,000 | 111,227,000 | 13,605,000 | |||||||||||||||
Operating segments | ||||||||||||||||||
Segment assets: | ||||||||||||||||||
Total assets | 11,679,058,000 | 9,315,915,000 | 11,679,058,000 | 9,315,915,000 | 7,811,933,000 | |||||||||||||
Operating segments | Gathering | ||||||||||||||||||
Revenues from customers: | ||||||||||||||||||
Total operating revenues | 1,159,931,000 | 997,070,000 | 509,967,000 | |||||||||||||||
Operating (loss) income: | ||||||||||||||||||
Total operating (loss) income | (88,850,000) | 423,407,000 | 369,093,000 | |||||||||||||||
Segment assets: | ||||||||||||||||||
Total assets | 7,572,911,000 | 6,011,654,000 | 7,572,911,000 | 6,011,654,000 | 5,656,094,000 | |||||||||||||
Depreciation: | ||||||||||||||||||
Depreciation | 144,310,000 | 98,678,000 | 44,957,000 | |||||||||||||||
Expenditures for segment assets: | ||||||||||||||||||
Total | 834,712,000 | 717,251,000 | 254,522,000 | |||||||||||||||
Operating segments | Gathering | Eureka Midstream Holdings, LLC | ||||||||||||||||||
Expenditures for segment assets: | ||||||||||||||||||
Total | 25,900,000 | |||||||||||||||||
Operating segments | Transmission | ||||||||||||||||||
Revenues from customers: | ||||||||||||||||||
Total operating revenues | 390,520,000 | 386,801,000 | 371,986,000 | |||||||||||||||
Operating (loss) income: | ||||||||||||||||||
Total operating (loss) income | 277,731,000 | 265,579,000 | 247,467,000 | |||||||||||||||
Segment assets: | ||||||||||||||||||
Total assets | 3,903,707,000 | 3,066,659,000 | 3,903,707,000 | 3,066,659,000 | 1,947,566,000 | |||||||||||||
Depreciation: | ||||||||||||||||||
Depreciation | 51,935,000 | 49,723,000 | 58,689,000 | |||||||||||||||
Expenditures for segment assets: | ||||||||||||||||||
Total | 59,313,000 | 114,450,000 | 111,102,000 | |||||||||||||||
Operating segments | Water | ||||||||||||||||||
Revenues from customers: | ||||||||||||||||||
Total operating revenues | 79,791,000 | 111,227,000 | 13,605,000 | |||||||||||||||
Operating (loss) income: | ||||||||||||||||||
Total operating (loss) income | 15,305,000 | 37,667,000 | 4,145,000 | |||||||||||||||
Segment assets: | ||||||||||||||||||
Total assets | 202,440,000 | 237,602,000 | 202,440,000 | 237,602,000 | 208,273,000 | |||||||||||||
Depreciation: | ||||||||||||||||||
Depreciation | 26,915,000 | 23,513,000 | 3,515,000 | |||||||||||||||
Expenditures for segment assets: | ||||||||||||||||||
Total | 37,457,000 | 23,537,000 | 6,233,000 | |||||||||||||||
Other/Headquarters | ||||||||||||||||||
Operating (loss) income: | ||||||||||||||||||
Total operating (loss) income | (128,186,000) | (83,569,000) | (77,655,000) | |||||||||||||||
Segment assets: | ||||||||||||||||||
Total assets | $ 362,651,000 | $ 1,207,920,000 | 362,651,000 | 1,207,920,000 | 516,863,000 | |||||||||||||
Depreciation: | ||||||||||||||||||
Depreciation | 4,204,000 | 3,907,000 | (10,487,000) | |||||||||||||||
Expenditures for segment assets: | ||||||||||||||||||
Total | 9,779,000 | 29,336,000 | 0 | |||||||||||||||
MVP Southgate Project | Operating segments | Transmission | ||||||||||||||||||
Expenditures for segment assets: | ||||||||||||||||||
Total | $ 774,600,000 | $ 913,200,000 | $ 159,600,000 | |||||||||||||||
[1] | Operating revenues included related party revenues from EQT Corporation (NYSE: EQT) (EQT) of approximately $1,122.6 million , $1,111.3 million and $665.9 million for the years ended December 31, 2019, 2018 and 2017 , respectively. See Note 9 . | |||||||||||||||||
[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 that EQM has in EQT Energy Supply, LLC (EES) (the Preferred Interest) of $6.3 million , $6.6 million and $6.8 million for the years ended December 31, 2019, 2018 and 2017 , respectively. |
Investments in Consolidated, _3
Investments in Consolidated, Non-Wholly-Owed Entities - Investment in EQGP (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 10, 2019 | Jan. 03, 2019 | Dec. 31, 2018 | Nov. 29, 2018 | May 22, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | ||||||||
Net changes in ownership of consolidated entities | $ (238,455) | $ (291,206) | ||||||
Noncontrolling Interests | ||||||||
Class of Stock [Line Items] | ||||||||
Net changes in ownership of consolidated entities | (244,400) | |||||||
Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Net changes in ownership of consolidated entities | $ (38,648) | $ (46,764) | ||||||
Unit Purchase Agreements | ||||||||
Class of Stock [Line Items] | ||||||||
Aggregate purchase price | $ 291,200 | |||||||
Unit Purchase Agreements | EQGP | ||||||||
Class of Stock [Line Items] | ||||||||
Number of units purchased (in shares) | 804,140 | 14,560,281 | ||||||
Aggregate purchase price | $ 16,100 | |||||||
Unit Purchase Agreements | EQGP | Neuberger Berman Investment Adviser LP | ||||||||
Class of Stock [Line Items] | ||||||||
Number of units purchased (in shares) | 5,842,704 | |||||||
Price per common unit (in dollars per unit) | $ 20 | |||||||
Unit Purchase Agreements | EQGP | Goldman Sachs Asset Management, L.P. | ||||||||
Class of Stock [Line Items] | ||||||||
Number of units purchased (in shares) | 1,865,020 | |||||||
Unit Purchase Agreements | EQGP | Cushing Asset Management LP | ||||||||
Class of Stock [Line Items] | ||||||||
Number of units purchased (in shares) | 920,130 | |||||||
Unit Purchase Agreements | EQGP | Kayne Anderson Capital Advisors, L.P. | ||||||||
Class of Stock [Line Items] | ||||||||
Number of units purchased (in shares) | 1,363,974 | |||||||
Unit Purchase Agreements | EQGP | ZP Energy Fund, L.P. | ||||||||
Class of Stock [Line Items] | ||||||||
Number of units purchased (in shares) | 5,372,593 | |||||||
Limited Call Right | ||||||||
Class of Stock [Line Items] | ||||||||
Aggregate purchase price | $ 221,900 | |||||||
Limited Call Right | EQGP | ||||||||
Class of Stock [Line Items] | ||||||||
Number of units purchased (in shares) | 11,097,287 | |||||||
EQGP | Phantom Units | ||||||||
Class of Stock [Line Items] | ||||||||
Units paid in connection with EQGP Buyout (in shares) | 29,829 | |||||||
EQGP | RMP IDR Transaction | ||||||||
Class of Stock [Line Items] | ||||||||
Number of units purchased (in shares) | 36,293,766 |
Investments in Consolidated, _4
Investments in Consolidated, Non-Wholly-Owed Entities - Investment in EQM (Details) $ / shares in Units, $ in Thousands | Jan. 15, 2020USD ($)$ / shares | Mar. 13, 2019USD ($)$ / sharesshares | Jul. 23, 2018shares | May 22, 2018shares | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($) |
Schedule of Equity Method Investments [Line Items] | |||||||
Share-based compensation plans, net | $ | $ 346,500 | $ (340,424) | $ 55,669 | ||||
EQM | Limited Partner Common | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Partners' capital common units outstanding (in shares) | 117,245,455 | ||||||
Limited partner ownership interest (as a percent) | 59.90% | ||||||
EQM-RMP Mergers | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Common units (in shares) | 102,323,796 | ||||||
EQM | Subsequent Event | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Cash distributions declared (in dollars per unit) | $ / shares | $ 1.16 | ||||||
EQM | Limited Partner | Subsequent Event | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Cash distributions paid | $ | $ 136,000 | ||||||
EQM | Phantom Units | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Common share converted (in shares) | 12,024 | ||||||
EQM | Drop-Down Transaction | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Common units (in shares) | 5,889,282 | ||||||
EQM | EQM-RMP Mergers | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Common units (in shares) | 33,963,753 | ||||||
Exchange rate | 0.3319 | ||||||
EQM | EQM-RMP Mergers | Phantom Units | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Common units (in shares) | 36,220 | ||||||
RMP | EQM-RMP Mergers | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Common units (in shares) | 28,757,246 | ||||||
Exchange rate | 0.3319 | ||||||
Common share converted (in shares) | 9,544,530 | ||||||
Equitrans Gathering Holdings, LLC | EQM | Limited Partner Common | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Partners' capital common units outstanding (in shares) | 89,505,616 | ||||||
EQM GP Corporation | EQM | Limited Partner Common | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Partners' capital common units outstanding (in shares) | 89,536 | ||||||
Equitrans Midstream Holdings, LLC | EQM | Limited Partner Common | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Partners' capital common units outstanding (in shares) | 27,650,303 | ||||||
Public Owned | EQM | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Limited partner ownership interest (as a percent) | 40.10% | ||||||
Common Class B | EQM | Limited Partner Common | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Partners' capital common units outstanding (in shares) | 7,000,000 | ||||||
Common Class B | Equitrans Gathering Holdings, LLC | EQM | Limited Partner Common | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Partners' capital common units outstanding (in shares) | 6,153,907 | ||||||
Common Class B | EQM GP Corporation | EQM | Limited Partner Common | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Partners' capital common units outstanding (in shares) | 6,155 | ||||||
Common Class B | Equitrans Midstream Holdings, LLC | EQM | Limited Partner Common | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Partners' capital common units outstanding (in shares) | 839,938 | ||||||
Common Stock | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Share-based compensation plans, net | $ | 991,100 | $ 997,217 | |||||
Noncontrolling Interests | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Share-based compensation plans, net | $ | $ 1,300,000 | $ (1,337,641) | $ 214,924 | ||||
Private Placement | EQM | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Aggregate number of units owned (in 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 | ||||||
Series A Preferred Units | EQM | Subsequent Event | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Cash distributions declared (in dollars per unit) | $ / shares | $ 1.0364 |
Investments in Consolidated, _5
Investments in Consolidated, Non-Wholly-Owed Entities - Net Changes in Ownership of EQGP and EQM (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | |||
Results of the EQGP Buyout and the EQM IDR Transaction | $ 346,500 | $ (340,424) | $ 55,669 |
Common Stock | |||
Schedule of Equity Method Investments [Line Items] | |||
Results of the EQGP Buyout and the EQM IDR Transaction | 991,100 | 997,217 | |
Noncontrolling Interests | |||
Schedule of Equity Method Investments [Line Items] | |||
Results of the EQGP Buyout and the EQM IDR Transaction | $ 1,300,000 | $ (1,337,641) | 214,924 |
Parent Net Investment | |||
Schedule of Equity Method Investments [Line Items] | |||
Results of the EQGP Buyout and the EQM IDR Transaction | (159,255) | ||
Parent Net Investment | Drop-Down Transaction | |||
Schedule of Equity Method Investments [Line Items] | |||
Results of the EQGP Buyout and the EQM IDR Transaction | 16,000 | ||
Parent Net Investment | RMP IDR Transaction | |||
Schedule of Equity Method Investments [Line Items] | |||
Results of the EQGP Buyout and the EQM IDR Transaction | (35,000) | ||
Parent Net Investment | EQM-RMP Mergers | |||
Schedule of Equity Method Investments [Line Items] | |||
Results of the EQGP Buyout and the EQM IDR Transaction | $ (140,000) |
Investments in Consolidated, _6
Investments in Consolidated, Non-Wholly-Owed Entities - Shared Assets Transaction (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Equity Method Investments and Joint Ventures [Abstract] | |||||
Initial purchase price for the shared assets transaction | $ 49,700 | $ 59,100 | |||
Cash consideration | $ 8,900 | $ 967,369 | $ 865,882 | $ 380,151 |
Investments in Unconsolidated_3
Investments in Unconsolidated Entity - Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||||
Mar. 31, 2020USD ($) | Jan. 31, 2020USD ($) | Nov. 30, 2018USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($)mi | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Nov. 04, 2019USD ($) | Oct. 31, 2019USD ($) | Jul. 31, 2019USD ($) | Feb. 28, 2019USD ($) | Jan. 31, 2019USD ($) | Apr. 30, 2018mi | |
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Capital contributions to the MVP Joint Venture | $ 774,593 | $ 913,195 | $ 159,550 | ||||||||||
MVP | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Length of pipeline (in miles) | mi | 300 | ||||||||||||
MVP Southgate Project | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Length of pipeline (in miles) | mi | 75 | ||||||||||||
MVP Joint Venture | Subsequent Event | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Letters of credit issued | $ 220,200 | ||||||||||||
MVP Southgate Project | Subsequent Event | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Letters of credit issued | 14,200 | ||||||||||||
Variable Interest Entity, Not Primary Beneficiary | MVP | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Issuance of performance guarantee, remaining capital obligation, percentage | 33.00% | ||||||||||||
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 Southgate Project | Scenario, Forecast | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Issuance of performance guarantee, remaining capital obligation, percentage | 33.00% | ||||||||||||
Variable Interest Entity, Not Primary Beneficiary | MVP Joint Venture | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Capital call notice | $ 45,200 | ||||||||||||
Maximum financial statement exposure | $ 223,000 | ||||||||||||
Variable Interest Entity, Not Primary Beneficiary | MVP Joint Venture | Scenario, Forecast | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Capital contributions to the MVP Joint Venture | $ 86,000 | ||||||||||||
Capital call notice, funds received | $ 37,700 | ||||||||||||
Variable Interest Entity, Not Primary Beneficiary | MVP Joint Venture | Subsequent Event | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Capital call notice, funds received | $ 7,500 | ||||||||||||
EQM Midstream Partners, LP | Variable Interest Entity, Not Primary Beneficiary | MVP Joint Venture | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Ownership interest | 45.50% | ||||||||||||
Issuance of performance guarantee | $ 261,000 | ||||||||||||
Maximum financial statement exposure | $ 2,516,000 | ||||||||||||
EQM Midstream Partners, LP | Variable Interest Entity, Not Primary Beneficiary | MVP Joint Venture | Scenario, Forecast | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Ownership interest | 47.00% | ||||||||||||
EQM Midstream Partners, LP | Variable Interest Entity, Not Primary Beneficiary | MVP Southgate Project | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Ownership interest | 47.20% | ||||||||||||
Beneficial Owner | MVP Joint Venture | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Percentage of ownership interest | 66.67% | ||||||||||||
Performance Guarantee | Variable Interest Entity, Not Primary Beneficiary | MVP | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Replacement performance guarantees issued | $ 256,000 | $ 249,000 | |||||||||||
Maximum | ConEdison | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Capped investment in the MVP project | $ 530,000 |
Investments in Unconsolidated_4
Investments in Unconsolidated Entity - Schedule of Unaudited Condensed Financial Statements for the Investment in Unconsolidated Equity (Details) - MVP Joint Venture - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Condensed Consolidated Balance Sheets | |||
Current assets | $ 102,638 | $ 615,927 | |
Noncurrent assets | 4,951,521 | 3,202,505 | |
Total assets | 5,054,159 | 3,818,432 | |
Current liabilities | 223,645 | 606,366 | |
Equity | 4,830,514 | 3,212,066 | |
Total liabilities and equity | 5,054,159 | 3,818,432 | |
Condensed Statements of Consolidated Operations | |||
Environmental remediation | (2,416) | 0 | $ 0 |
Other income | 6,243 | 5,762 | 528 |
AFUDC – equity | 245,890 | 90,791 | 32,054 |
Net interest income | 105,382 | 38,911 | 16,146 |
Net income | $ 355,099 | $ 135,464 | $ 48,728 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) | 2 Months Ended | 10 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Nov. 12, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 13, 2018 | |
EQGP | EQGP Working Capital Facility with EQT | EQT Corporation | Line of credit | |||||
Related Party Transaction [Line Items] | |||||
Maximum borrowing capacity | $ 50,000,000 | $ 20,000,000 | |||
Line of credit outstanding | $ 1,000,000 | $ 1,000,000 | |||
Maximum outstanding borrowing | 3,300,000 | ||||
Average daily balance of short term loans outstanding | $ 900,000 | $ 200,000 | $ 100,000 | ||
Weighted average annual interest rate | 4.10% | ||||
$500 Million Uncommitted Revolving Loan Agreement | EQM | Revolving Credit Facility | |||||
Related Party Transaction [Line Items] | |||||
Line of credit expiration period | 364 days | 364 days | |||
Maximum borrowing capacity | $ 500,000,000 | ||||
Average daily balance of short term loans outstanding | $ 23,000,000 |
Related Party Transactions - Su
Related Party Transactions - Summary of Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Related Party Transaction [Line Items] | ||||
Operating revenues | $ 1,122,626 | $ 1,111,289 | $ 665,939 | |
Operating and maintenance expense | 0 | 49,778 | 40,601 | |
Selling, general and administrative expense | 0 | 85,081 | 75,610 | |
Separation and other transaction costs | (1,440) | 53,272 | 85,124 | |
Equity income | [1] | 163,279 | 61,778 | 22,171 |
Interest income from the Preferred Interest | 6,324 | 6,578 | 6,818 | |
Net interest expense | 0 | 0 | (2,120) | |
Net (payments on) proceeds from EQGP's working capital loan with EQT | 0 | (168) | 84 | |
Capital contributions to the MVP Joint Venture | (774,593) | (913,195) | (159,550) | |
Principal payments received on the Preferred Interest | 4,661 | 4,406 | 4,166 | |
Net distributions to EQT | $ (93,666) | (701,901) | (893,682) | |
Rice Merger Transaction | ||||
Related Party Transaction [Line Items] | ||||
Separation and other transaction costs | 13,700 | 85,100 | ||
Interest expense | $ 2,900 | |||
Drop-Down Transaction, EQM-RMP Mergers and Separation Transactions | ||||
Related Party Transaction [Line Items] | ||||
Separation and other transaction costs | $ 39,600 | |||
Basis for allocation of transaction cost (in percent) | 50.00% | |||
[1] | Represents equity income from Mountain Valley Pipeline, LLC (the MVP Joint Venture). See Note 8 . |
Related Party Transactions - _2
Related Party Transactions - Summary of Due To (From) Related Parties (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transactions [Abstract] | ||
Accounts receivable – related parties | $ 175,153 | $ 175,869 |
Investment in unconsolidated entity | 2,324,108 | 1,510,289 |
Preferred Interest | 110,059 | 114,720 |
Accounts payable – related parties | 0 | 34,071 |
Capital contribution payable to the MVP Joint Venture | $ 45,150 | $ 169,202 |
Share-based Compensation Plan_2
Share-based Compensation Plans - Narrative (Details) | Jul. 23, 2018shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Nov. 12, 2018shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Conversion rate for share-based compensation awards transferred | 0.80 | 0.8 | ||
Stock options exercisable (in shares) | 457,910 | |||
Weighted average exercise price of stock options outstanding (in dollars per share) | $ / shares | $ 38.55 | |||
Weighted average exercise price of stock options exercisable (in dollars per share) | $ / shares | $ 38.60 | |||
Compensation costs | $ | $ 6,414,000 | $ 10,576,000 | ||
EQM | EQM-RMP Mergers | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exchange rate | 0.3319 | |||
RMP | EQM-RMP Mergers | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exchange rate | 0.3319 | |||
Equitrans Midstream Corporation 2018 Long-Term Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Maximum number of shares of common stock that may be issued and granted (in shares) | 35,000,000 | |||
2019 Equitrans Midstream PSU Program | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation costs | $ | $ 0 | 0 | ||
VDPSU Programs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award requisite service period | 1 year | |||
2018 Incentive Performance Share Unit Program | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 33.00% | |||
Compensation costs | $ | $ (360,000) | $ 906,000 | ||
2018 Incentive Performance Share Unit Program | EQT Corporation | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 67.00% | |||
Performance Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award requisite service period | 36 months | |||
Performance Shares | 2018 Incentive Performance Share Unit Program, Liability | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost | $ | $ 300,000 | |||
Performance Shares | 2018 Incentive Performance Share Unit Program, Equity | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost | $ | $ 0 | |||
Awards outstanding (in shares) | 85,872 | |||
Performance Shares | 2019 Incentive Performance Share Unit Program, Equity | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost | $ | $ 0 | |||
Awards outstanding (in shares) | 505,609 | |||
Performance Shares | 2019 Incentive Performance Share Unit Program, Liability | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost | $ | $ 0 | |||
Awards outstanding (in shares) | 225,416 | |||
Performance Shares | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Payout factor | 0.00% | |||
Performance Shares | Minimum | 2019 Equitrans Midstream PSU Program | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Payout factor | 0.00% | |||
Performance Shares | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Payout factor | 300.00% | |||
Performance Shares | Maximum | 2019 Equitrans Midstream PSU Program | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Payout factor | 200.00% | |||
Performance Shares, Equity Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term for risk-free rate | 3 years | |||
Performance Shares, Liability Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term for risk-free rate | 2 years | |||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost | $ | $ 5,600,000 | |||
Number of shares granted (in shares) | 344,796 | |||
Awards outstanding (in shares) | 397,117 | 147,372 | ||
Period after which the shares granted will be fully vested | 3 years | |||
Weighted average fair value, awards granted (in dollars per share) | $ / shares | $ 24.63 | $ 59.71 | ||
Weighted average vesting term | 1 year 10 months 2 days | |||
Compensation costs | $ | $ 5,197,000 | $ 1,048,000 | ||
Number of shares outstanding and vested (in shares) | 83,571 | |||
Restricted Stock | EQT Corporation | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares granted (in shares) | 344,796 | |||
Number of shares transfered (in shares) | 157,000 | |||
Awards outstanding (in shares) | 397,117 | |||
Restricted Stock Units, Liability | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awards outstanding (in shares) | 565,597 | |||
Period after which the shares granted will be fully vested | 3 years | |||
Total liability awards | $ | $ 4,200,000 | $ 4,500,000 | ||
Restricted Stock Units, Liability | EQT Corporation | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares granted (in shares) | 271,233 | |||
Number of shares transfered (in shares) | 513,413 | |||
Nonqualified Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost | $ | $ 0 | |||
Number of shares granted (in shares) | 0 | |||
Stock options outstanding (in shares) | 464,876 | |||
Phantom Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awards outstanding (in shares) | 200,768 | |||
Compensation costs | $ | $ 900,000 | |||
Phantom Units | EQM | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awards outstanding (in shares) | 26,700 | |||
Phantom Units | EQM | EQM-RMP Mergers | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Units converted (in shares) | 12,024 | |||
Phantom Units | RMP | EQM-RMP Mergers | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award requisite service period | 1 year | |||
First anniversary of the grant date | VDPSU Programs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 50.00% | |||
First anniversary of the grant date | Performance Shares | 2018 Incentive Performance Share Unit Program, Liability | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awards outstanding (in shares) | 30,324 | |||
Second anniversary of the grant date | VDPSU Programs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 50.00% | |||
Second anniversary of the grant date | Performance Shares | 2018 Incentive Performance Share Unit Program, Liability | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awards outstanding (in shares) | 60,647 |
Share-based Compensation Plan_3
Share-based Compensation Plans - Schedule of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 6,414 | $ 10,576 |
Restricted stock awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 5,197 | 1,048 |
Other programs, including non-employee director awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 1,833 | 2,879 |
2016 Incentive PSU Program | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 0 | 956 |
2017 Incentive PSU Program | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | (893) | 1,642 |
2018 Incentive PSU Program | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | (360) | 906 |
2019 Equitrans Midstream PSU Program | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 0 | 0 |
2017 EQT Value Driver Performance Share Unit Award Program | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 0 | 255 |
2018 EQT Value Driver Performance Share Unit Award Program | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 637 | $ 2,890 |
Share-based Compensation Plan_4
Share-based Compensation Plans - Schedule of Executive Performance Incentive Programs (Details) - Performance Shares $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
2016 Incentive Performance Share Unit Program, Equity | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair Value (in dollars per share) | $ / shares | $ 109.30 |
Risk Free Rate | 1.31% |
Awards Paid (in shares) | shares | 569,290 |
Value (Millions) | $ | $ 62.2 |
2017 Incentive Performance Share Unit Program, Equity | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair Value (in dollars per share) | $ / shares | $ 120.60 |
Risk Free Rate | 1.47% |
Awards Outstanding (in shares) | shares | 35,728 |
2017 Incentive Performance Share Unit Program, Liability | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair Value (in dollars per share) | $ / shares | $ 13.36 |
Awards Outstanding (in shares) | shares | 77,623 |
2018 Incentive Performance Share Unit Program, Equity | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair Value (in dollars per share) | $ / shares | $ 76.53 |
Risk Free Rate | 1.97% |
Awards Outstanding (in shares) | shares | 85,872 |
2019 Incentive Performance Share Unit Program, Equity | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair Value (in dollars per share) | $ / shares | $ 15.03 |
Risk Free Rate | 2.54% |
Awards Outstanding (in shares) | shares | 505,609 |
2019 Incentive Performance Share Unit Program, Liability | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair Value (in dollars per share) | $ / shares | $ 3.67 |
Risk Free Rate | 1.63% |
Awards Outstanding (in shares) | shares | 225,416 |
First Tranche | 2018 Incentive Performance Share Unit Program, Liability | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair Value (in dollars per share) | $ / shares | $ 9.71 |
Risk Free Rate | 1.58% |
Awards Outstanding (in shares) | shares | 30,324 |
Second Tranche | 2018 Incentive Performance Share Unit Program, Liability | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair Value (in dollars per share) | $ / shares | $ 5.32 |
Risk Free Rate | 1.58% |
Awards Outstanding (in shares) | shares | 60,647 |
Share-based Compensation Plan_5
Share-based Compensation Plans - Summary of Valuation Assumptions for Incentive Performance Plan (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Performance Shares, Liability Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free rate | 1.63% | 1.58% | |
Volatility factor | 27.00% | 36.10% | |
Expected term | 2 years | 1 year | |
Performance Shares, Equity Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free rate | 2.54% | 1.97% | 1.47% |
Volatility factor | 30.00% | 32.60% | 32.30% |
Expected term | 3 years | 3 years | 3 years |
Share-based Compensation Plan_6
Share-based Compensation Plans - Schedule of Value Driver Award Programs (Details) - Value Driver Award - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended |
Feb. 28, 2019 | Dec. 31, 2019 | |
2017 EQT VDPSU Program | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in dollars per share) | $ 20.02 | |
Cash Paid (Millions) | $ 3.3 | |
First Tranche | 2018 EQT VDPSU Program | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in dollars per share) | 20.02 | |
Cash Paid (Millions) | $ 4.1 | |
Second Tranche | 2018 EQT VDPSU Program | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in dollars per share) | $ 13.36 | |
Awards Outstanding (in shares) | 169,503 |
Share-based Compensation Plan_7
Share-based Compensation Plans - Summary of Restricted Stock Activity (Details) - Restricted Stock | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Non-vested Shares | |
Outstanding, beginning balance (in shares) | shares | 147,372 |
Granted (in shares) | shares | 344,796 |
Vested (in shares) | shares | (83,571) |
Forfeited (in shares) | shares | (11,480) |
Outstanding, ending balance (in shares) | shares | 397,117 |
Weighted Average Fair Value | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 59.71 |
Granted (in dollars per share) | $ / shares | 17.78 |
Vested (in dollars per share) | $ / shares | 57.10 |
Forfeited (in dollars per share) | $ / shares | 33.21 |
Outstanding, ending balance (in dollars per share) | $ / shares | $ 24.63 |
Aggregate Fair Value | |
Outstanding at January 1, 2019 | $ | $ 8,799,885 |
Granted | $ | 6,132,036 |
Vested | $ | (4,771,492) |
Forfeited | $ | (381,211) |
Outstanding at December 31, 2019 | $ | $ 9,779,218 |
Share-based Compensation Plan_8
Share-based Compensation Plans - Schedule of Phantom Unit Activity (Details) $ / shares in Units, $ in Thousands | Jul. 23, 2018shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation costs | $ | $ 6,414 | $ 10,576 | ||
Equitrans Midstream Phantom Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | shares | 45,000 | 41,880 | 0 | |
Fair Value (in dollars per share) | $ / shares | $ 20.02 | $ 21.51 | $ 0 | |
Compensation costs | $ | $ 900 | $ 900 | $ 0 | |
EQGP Phantom Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | shares | 8,500 | 10,560 | 8,940 | |
Fair Value (in dollars per share) | $ / shares | $ 20 | $ 26.28 | $ 25.21 | |
Compensation costs | $ | $ 200 | $ 300 | $ 300 | |
EQM Phantom Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | shares | 5,910 | 5,100 | 2,940 | |
Fair Value (in dollars per share) | $ / shares | $ 43.25 | $ 68.66 | $ 76.68 | |
Compensation costs | $ | $ 300 | $ 400 | $ 200 | |
RMP Phantom Units | RMP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | shares | 0 | 0 | 0 | |
Fair Value (in dollars per share) | $ / shares | $ 0 | $ 0 | $ 0 | |
Compensation costs | $ | $ 0 | $ 900 | $ 0 | |
Phantom Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation costs | $ | $ 900 | |||
EQM-RMP Mergers | EQM | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exchange rate | 0.3319 | |||
EQM-RMP Mergers | RMP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exchange rate | 0.3319 | |||
EQM-RMP Mergers | RMP Phantom Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares outstanding and vested (in shares) | shares | 36,220 | |||
EQM-RMP Mergers | Phantom Units | EQM | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Units converted (in shares) | shares | 12,024 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Less current portion of debt | $ 6,000,000 | $ 6,000,000 |
Line of credit | ||
Debt Instrument [Line Items] | ||
Principal | 902,500,000 | 641,500,000 |
Line of credit | Equitrans Midstream Credit Facility | ||
Debt Instrument [Line Items] | ||
Principal | 0 | 16,500,000 |
Line of credit | EQM Credit Facility | ||
Debt Instrument [Line Items] | ||
Principal | 610,000,000 | 625,000,000 |
Line of credit | Eureka Credit Facility | ||
Debt Instrument [Line Items] | ||
Principal | 292,500,000 | 0 |
Term Loans | ETRN Term Loan Credit Agreement | ||
Debt Instrument [Line Items] | ||
Principal | 600,000,000 | 600,000,000 |
Term Loans | 2019 EQM Term Loan Agreement | ||
Debt Instrument [Line Items] | ||
Principal | 1,400,000,000 | 0 |
EQM Senior notes | EQM 4.00% Senior Notes due 2024 | ||
Debt Instrument [Line Items] | ||
Principal | $ 500,000,000 | 500,000,000 |
Interest rate (as a percent) | 4.00% | |
EQM Senior notes | EQM 4.125% Senior Notes due 2026 | ||
Debt Instrument [Line Items] | ||
Principal | $ 500,000,000 | 500,000,000 |
Interest rate (as a percent) | 4.125% | |
EQM Senior notes | EQM 4.75% Senior Notes due 2023 | ||
Debt Instrument [Line Items] | ||
Principal | $ 1,100,000,000 | 1,100,000,000 |
Interest rate (as a percent) | 4.75% | |
EQM Senior notes | EQM 5.50% Senior Notes due 2028 | ||
Debt Instrument [Line Items] | ||
Principal | $ 850,000,000 | 850,000,000 |
Interest rate (as a percent) | 5.50% | |
EQM Senior notes | EQM 6.50% Senior Notes due 2048 | ||
Debt Instrument [Line Items] | ||
Principal | $ 550,000,000 | 550,000,000 |
Interest rate (as a percent) | 6.50% | |
Notes and Loans Payable | ||
Debt Instrument [Line Items] | ||
Principal | $ 5,500,000,000 | 4,100,000,000 |
Less current portion of debt | 6,000,000 | 6,000,000 |
Total long-term debt | 5,494,000,000 | 4,094,000,000 |
Carrying Value | Line of credit | ||
Debt Instrument [Line Items] | ||
Carrying Value | 902,500,000 | 641,500,000 |
Carrying Value | Line of credit | Equitrans Midstream Credit Facility | ||
Debt Instrument [Line Items] | ||
Carrying Value | 0 | 16,500,000 |
Carrying Value | Line of credit | EQM Credit Facility | ||
Debt Instrument [Line Items] | ||
Carrying Value | 610,000,000 | 625,000,000 |
Carrying Value | Line of credit | Eureka Credit Facility | ||
Debt Instrument [Line Items] | ||
Carrying Value | 292,500,000 | 0 |
Carrying Value | Term Loans | ETRN Term Loan Credit Agreement | ||
Debt Instrument [Line Items] | ||
Carrying Value | 568,484,000 | 568,105,000 |
Carrying Value | Term Loans | 2019 EQM Term Loan Agreement | ||
Debt Instrument [Line Items] | ||
Carrying Value | 1,397,491,000 | 0 |
Carrying Value | EQM Senior notes | EQM 4.00% Senior Notes due 2024 | ||
Debt Instrument [Line Items] | ||
Carrying Value | 496,476,000 | 495,708,000 |
Carrying Value | EQM Senior notes | EQM 4.125% Senior Notes due 2026 | ||
Debt Instrument [Line Items] | ||
Carrying Value | 494,115,000 | 493,264,000 |
Carrying Value | EQM Senior notes | EQM 4.75% Senior Notes due 2023 | ||
Debt Instrument [Line Items] | ||
Carrying Value | 1,091,988,000 | 1,089,742,000 |
Carrying Value | EQM Senior notes | EQM 5.50% Senior Notes due 2028 | ||
Debt Instrument [Line Items] | ||
Carrying Value | 840,420,000 | 839,302,000 |
Carrying Value | EQM Senior notes | EQM 6.50% Senior Notes due 2048 | ||
Debt Instrument [Line Items] | ||
Carrying Value | 539,009,000 | 538,623,000 |
Carrying Value | Notes and Loans Payable | ||
Debt Instrument [Line Items] | ||
Carrying Value | 5,427,983,000 | 4,024,744,000 |
Less current portion of debt | 6,000,000 | 6,000,000 |
Total long-term debt | 5,421,983,000 | 4,018,744,000 |
Fair Value | Line of credit | ||
Debt Instrument [Line Items] | ||
Estimated fair value | 902,500,000 | 641,500,000 |
Fair Value | Line of credit | Equitrans Midstream Credit Facility | ||
Debt Instrument [Line Items] | ||
Estimated fair value | 0 | 16,500,000 |
Fair Value | Line of credit | EQM Credit Facility | ||
Debt Instrument [Line Items] | ||
Estimated fair value | 610,000,000 | 625,000,000 |
Fair Value | Line of credit | Eureka Credit Facility | ||
Debt Instrument [Line Items] | ||
Estimated fair value | 292,500,000 | 0 |
Fair Value | Term Loans | ETRN Term Loan Credit Agreement | ||
Debt Instrument [Line Items] | ||
Estimated fair value | 594,743,000 | 589,500,000 |
Fair Value | Term Loans | 2019 EQM Term Loan Agreement | ||
Debt Instrument [Line Items] | ||
Estimated fair value | 1,400,000,000 | 0 |
Fair Value | EQM Senior notes | EQM 4.00% Senior Notes due 2024 | ||
Debt Instrument [Line Items] | ||
Estimated fair value | 486,905,000 | 479,950,000 |
Fair Value | EQM Senior notes | EQM 4.125% Senior Notes due 2026 | ||
Debt Instrument [Line Items] | ||
Estimated fair value | 471,770,000 | 454,200,000 |
Fair Value | EQM Senior notes | EQM 4.75% Senior Notes due 2023 | ||
Debt Instrument [Line Items] | ||
Estimated fair value | 1,104,961,000 | 1,099,890,000 |
Fair Value | EQM Senior notes | EQM 5.50% Senior Notes due 2028 | ||
Debt Instrument [Line Items] | ||
Estimated fair value | 839,035,000 | 841,526,000 |
Fair Value | EQM Senior notes | EQM 6.50% Senior Notes due 2048 | ||
Debt Instrument [Line Items] | ||
Estimated fair value | 518,678,000 | 549,566,000 |
Fair Value | Notes and Loans Payable | ||
Debt Instrument [Line Items] | ||
Estimated fair value | 5,416,092,000 | 4,014,632,000 |
Less current portion of debt | 6,000,000 | 6,000,000 |
Total long-term debt | $ 5,410,092,000 | $ 4,008,632,000 |
Debt - Debt Maturity (Details)
Debt - Debt Maturity (Details) $ in Millions | Dec. 31, 2019USD ($) |
Debt Disclosure [Abstract] | |
Combined aggregate amounts of maturities for long-term debt in 2020 | $ 6 |
Combined aggregate amounts of maturities for long-term debt in 2021 | 6 |
Combined aggregate amounts of maturities for long-term debt in 2022 | 1,400 |
Combined aggregate amounts of maturities for long-term debt in 2023 | 1,100 |
Combined aggregate amounts of maturities for long-term debt in 2024 | 1,100 |
Combined aggregate amounts of maturities for long-term debt in 2025 and thereafter | $ 1,900 |
Debt - Equitrans Midstream Cred
Debt - Equitrans Midstream Credit Facility (Details) | 1 Months Ended | 2 Months Ended | 12 Months Ended | |
Oct. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2019USD ($) | ||
Debt Instrument [Line Items] | ||||
Letters of credit outstanding | [1] | $ 641,500,000 | $ 902,500,000 | |
Line of credit | Equitrans Midstream Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 100,000,000 | |||
Available additional borrowings | $ 200,000,000 | |||
Consolidated leverage ratio | 3.50 | |||
Maximum amount of short term loans outstanding | 17,000,000 | 44,000,000 | ||
Average daily balance of short term loans outstanding | $ 7,400,000 | $ 3,200,000 | ||
Weighted average annual interest rate (as a percent) | 4.20% | 4.20% | ||
Debt related commitment fees | $ 500,000 | |||
Same-day swing line advances | Equitrans Midstream Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 25,000,000 | |||
Letter of credit | Equitrans Midstream Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 15,000,000 | |||
Letters of credit outstanding | $ 0 | |||
Base Rate | Minimum | Line of credit | Equitrans Midstream Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.75% | |||
Base Rate | Maximum | Line of credit | Equitrans Midstream Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.25% | |||
Eurodollar | Minimum | Line of credit | Equitrans Midstream Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.75% | |||
Eurodollar | Maximum | Line of credit | Equitrans Midstream Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.25% | |||
[1] | As of December 31, 2019 , the Company had aggregate credit facility borrowings outstanding of approximately $610 million and $293 million under the EQM Credit Facility and the Eureka Credit Facility, respectively (both defined in Note 11 ). The Company had no borrowings outstanding under its credit facility as of December 31, 2019 (see Note 11 ). As of December 31, 2018 , the Company had aggregate credit facility borrowings outstanding of approximately $625 million and $17 million under the EQM Credit Facility and its credit facility, respectively. See Note 11 for further detail. |
Debt - Equitrans Midstream Term
Debt - Equitrans Midstream Term Loan Facility (Details) - Term Loans - ETRN Term Loan Credit Agreement - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | |||
Principal | $ 600,000,000 | $ 600,000,000 | $ 600,000,000 |
Net proceeds from offering | 568,100,000 | ||
Discount | 18,000,000 | 18,000,000 | |
Debt issuance costs | $ 13,900,000 | 13,900,000 | |
Aggregate annual amount due | 1.00% | ||
Periodic quarterly payment | $ 6,000,000 | ||
Debt service coverage ratio | 1.10 | ||
Incremental borrowing capacity | $ 150,000,000 | ||
Borrowings outstanding | $ 600,000,000 | $ 594,000,000 | $ 600,000,000 |
Weighted average annual interest rate (as a percent) | 6.80% | 7.00% | |
Maximum | |||
Debt Instrument [Line Items] | |||
Repayment ratio subject to variable percentage of excess cash flow | 50.00% | ||
Minimum | |||
Debt Instrument [Line Items] | |||
Repayment ratio subject to variable percentage of excess cash flow | 0.00% | ||
Federal Funds Effective Rate | |||
Debt Instrument [Line Items] | |||
Basis spread above commitment fee | 0.50% | ||
London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Basis spread above commitment fee | 1.00% | ||
London Interbank Offered Rate (LIBOR) | Maximum | |||
Debt Instrument [Line Items] | |||
Basis spread above commitment fee | 4.50% | ||
Alternate Base Rate | |||
Debt Instrument [Line Items] | |||
Basis spread above commitment fee | 3.50% |
Debt - EQGP Working Capital Fac
Debt - EQGP Working Capital Facility with EQT (Details) - Line of credit - EQGP Working Capital Facility with EQT - EQT Corporation - EQGP - USD ($) | Nov. 12, 2018 | Dec. 31, 2018 | Nov. 12, 2018 | Dec. 31, 2017 | Nov. 13, 2018 |
Short-term Debt [Line Items] | |||||
Maximum borrowing capacity | $ 50,000,000 | $ 50,000,000 | $ 20,000,000 | ||
Repayments of debt | $ 3,200,000 | ||||
Maximum amount of short term loans outstanding | 3,200,000 | $ 300,000 | |||
Average daily balance of short term loans outstanding | $ 900,000 | $ 200,000 | $ 100,000 | ||
Weighted average annual interest rate (as a percent) | 3.50% | 2.50% |
Debt - EQM Revolving Credit Fac
Debt - EQM Revolving Credit Facility (Details) | 1 Months Ended | 12 Months Ended | ||||
Oct. 31, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2018USD ($) | ||
Debt Instrument [Line Items] | ||||||
Letters of credit outstanding | [1] | $ 902,500,000 | $ 641,500,000 | |||
Line of credit | EQM | EQM Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 1,000,000,000 | |||||
Borrowings outstanding | $ 0 | |||||
Consolidated leverage ratio | 5 | |||||
Consolidated leverage ratio for certain measurement periods | 5.50 | |||||
Maximum amount of short term loans outstanding | $ 1,690,000,000 | 674,000,000 | $ 260,000,000 | |||
Average daily balance of short term loans outstanding | $ 846,000,000 | $ 230,000,000 | $ 74,000,000 | |||
Weighted average annual interest rate (as a percent) | 3.60% | 3.60% | 2.80% | |||
Letters of credit outstanding | $ 1,000,000 | $ 1,000,000 | ||||
Debt related commitment fees | $ 4,600,000 | $ 2,800,000 | $ 1,800,000 | |||
Line of credit | EQM | $3 Billion Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 3,000,000,000 | |||||
Additional available borrowings | 750,000,000 | |||||
Same-day swing line advances | EQM | $3 Billion Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | 250,000,000 | |||||
Letter of credit | EQM | $3 Billion Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 400,000,000 | |||||
Minimum | Base Rate | Line of credit | EQM | EQM Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.125% | |||||
Minimum | Eurodollar | Line of credit | EQM | EQM Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.125% | |||||
Maximum | Base Rate | Line of credit | EQM | EQM Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.875% | |||||
Maximum | Eurodollar | Line of credit | EQM | EQM Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.875% | |||||
[1] | As of December 31, 2019 , the Company had aggregate credit facility borrowings outstanding of approximately $610 million and $293 million under the EQM Credit Facility and the Eureka Credit Facility, respectively (both defined in Note 11 ). The Company had no borrowings outstanding under its credit facility as of December 31, 2019 (see Note 11 ). As of December 31, 2018 , the Company had aggregate credit facility borrowings outstanding of approximately $625 million and $17 million under the EQM Credit Facility and its credit facility, respectively. See Note 11 for further detail. |
Debt - 2019 EQM Term Loan Agree
Debt - 2019 EQM Term Loan Agreement (Details) | 1 Months Ended | 5 Months Ended | |
Aug. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Line of credit | |||
Debt Instrument [Line Items] | |||
Principal | $ 902,500,000 | $ 641,500,000 | |
EQM Midstream Partners, LP | Unsecured Debt | 2019 EQM Term Loan Facility And The 2019 EQM Term Loan Agreement | |||
Debt Instrument [Line Items] | |||
Principal | $ 1,400,000,000 | ||
Consolidated leverage ratio | 5 | ||
Consolidated leverage ratio for certain measurement periods | 5.50 | ||
EQM Midstream Partners, LP | Unsecured Debt | 2019 Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Net proceeds from offering | $ 1,397,400,000 | ||
Debt issuance costs | 2,600,000 | ||
Borrowings outstanding | $ 1,400,000,000 | ||
Weighted average annual interest rate (as a percent) | 3.30% | ||
EQM Midstream Partners, LP | Unsecured Debt | 2019 EQM Term Loan Agreement | |||
Debt Instrument [Line Items] | |||
Principal | $ 300,000,000 | ||
Base Rate | Minimum | EQM Midstream Partners, LP | Line of credit | $1.4 Billion 2019 EQM Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 0.00% | ||
Base Rate | Maximum | EQM Midstream Partners, LP | Line of credit | $1.4 Billion 2019 EQM Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 0.75% | ||
Eurodollar | Minimum | EQM Midstream Partners, LP | Line of credit | $1.4 Billion 2019 EQM Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.00% | ||
Eurodollar | Maximum | EQM Midstream Partners, LP | Line of credit | $1.4 Billion 2019 EQM Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.75% |
Debt - Eureka Credit Facility (
Debt - Eureka Credit Facility (Details) - Line of credit - Eureka Midstream, LLC - Eureka Credit Facility | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 400,000,000 | $ 400,000,000 | $ 400,000,000 |
Additional available borrowings | 100,000,000 | ||
Available additional borrowings | $ 500,000,000 | $ 500,000,000 | $ 500,000,000 |
Consolidated leverage ratio | 4.75 | 4.75 | 4.75 |
Consolidated leverage ratio for certain measurement periods following the consummation of certain acquisitions | 5.25 | 5.25 | 5.25 |
Consolidated interest charges | 2.50 | 2.50 | 2.50 |
Maximum amount of short term loans outstanding | $ 293,000,000 | ||
Average daily balance of short term loans outstanding | $ 288,000,000 | ||
Weighted average annual interest rate (as a percent) | 4.20% | ||
Debt related commitment fees | $ 400,000 | ||
Eurodollar | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 1.00% | ||
Federal Funds Effective Rate | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 0.50% | ||
Minimum | Eurodollar | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 1.75% | ||
Minimum | Base Rate | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 0.75% | ||
Maximum | Eurodollar | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 3.00% | ||
Maximum | Base Rate | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 2.00% |
Debt - 2018 EQM 364-Day Facilit
Debt - 2018 EQM 364-Day Facility (Details) - EQM Midstream Partners, LP - Revolving Credit Facility - $500 Million Uncommitted Revolving Loan Agreement - USD ($) | 10 Months Ended | 12 Months Ended | ||
Nov. 12, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Line of Credit Facility [Line Items] | ||||
Line of credit expiration period | 364 days | 364 days | ||
Maximum borrowing capacity | $ 500,000,000 | |||
Basis spread on variable rate | 0.10% | |||
Maximum amount of short term loans outstanding | $ 0 | $ 100,000,000 | ||
Average daily balance of short term loans outstanding | $ 23,000,000 | |||
Weighted average annual interest rate (as a percent) | 2.20% |
Debt - EQM Term Loan Facility (
Debt - EQM Term Loan Facility (Details) - Line of credit - $2.5 Billion Senior Notes - EQM Midstream Partners, LP - USD ($) | 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 | $ 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 $850 Million Facilit
Debt - RMP $850 Million Facility (Details) - USD ($) | Jul. 23, 2018 | Jul. 23, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||||
Payments on credit facility borrowings | $ 2,495,500,000 | $ 3,271,000,000 | $ 344,000,000 | ||
Line of credit | RMP Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 850,000,000 | $ 850,000,000 | |||
Maximum amount of short term loans outstanding | 375,000,000 | ||||
Average daily balance of short term loans outstanding | $ 300,000,000 | ||||
Weighted average annual interest rate (as a percent) | 3.80% | ||||
EQM Midstream Partners, LP | Line of credit | RMP Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Payments on credit facility borrowings | $ 260,000,000 |
Debt - EQM $2.5 Billion Senior
Debt - EQM $2.5 Billion Senior Notes (Details) - USD ($) | 1 Months Ended | |||||
Jun. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 23, 2018 | Jun. 25, 2018 | Apr. 25, 2018 | |
Line of credit | ||||||
Debt Instrument [Line Items] | ||||||
Principal | $ 902,500,000 | $ 641,500,000 | ||||
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 | 1,100,000,000 | ||||
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 | 850,000,000 | ||||
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 | $ 550,000,000 | ||||
RMP Credit Facility | Line of credit | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 850,000,000 | |||||
EQM Midstream Partners, LP | 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 Midstream Partners, LP | 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 Midstream Partners, LP | 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 Midstream Partners, LP | 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 | |||||
EQM Midstream Partners, LP | Line of credit | $2.5 Billion Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 2,500,000,000 | $ 2,500,000,000 | $ 2,500,000,000 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current income tax expense: | |||
Federal | $ 0 | $ 41,788 | $ 43,794 |
State | 0 | 16,108 | 10,239 |
Total current income tax expense | 0 | 57,896 | 54,033 |
Deferred income tax expense (benefit): | |||
Federal | 30,975 | 96,499 | 148,623 |
State | 19,729 | (71,253) | 9,746 |
Total deferred income tax expense | 50,704 | 25,246 | 158,369 |
Total income tax expense | $ 50,704 | $ 83,142 | $ 212,402 |
Income Taxes - Effective Tax Ra
Income Taxes - Effective Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Income tax (benefit) expense at statutory rate | $ (2,993) | $ 124,828 | $ 187,201 |
Tax Cuts and Jobs Act | 0 | 7,443 | 129,266 |
State income tax expense | 15,587 | 21,827 | 12,710 |
Noncontrolling interests' share of earnings | (29,145) | (61,505) | (116,539) |
Impairment of goodwill | 78,177 | 16,535 | 0 |
Rice Midstream Holdings income not subject to tax | 0 | (26,538) | (13,460) |
Regulatory (asset) liability | (369) | (368) | 10,488 |
AFUDC - equity | (14,127) | (2,696) | (1,683) |
Other | 3,574 | 3,616 | 4,419 |
Total income tax expense | $ 50,704 | $ 83,142 | $ 212,402 |
Effective tax rate | (355.70%) | 14.00% | 39.70% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes [Line Items] | |||
Net impact of the impairment of goodwill | $ 43,000 | ||
Remedial action included in other credits | 600 | $ 2,100 | |
Tax Cuts and Jobs Act, income tax expense | 7,400 | $ 129,300 | |
Tax expense from regulated liability (asset) | (369) | $ (368) | $ 10,488 |
Decrease in investments in partnerships | $ 517,700 | ||
Strike Force Midstream | |||
Income Taxes [Line Items] | |||
Limited partner ownership interest (as a percent) | 25.00% | ||
RMP and Gulfport Midstream | Strike Force Midstream | |||
Income Taxes [Line Items] | |||
Limited partner ownership interest (as a percent) | 25.00% | ||
Domestic Tax Authority | |||
Income Taxes [Line Items] | |||
Net operating losses | $ 39,000 | ||
State and Local Jurisdiction | |||
Income Taxes [Line Items] | |||
Net operating losses | $ 10,400 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Total deferred income tax asset / (liability): | ||
Net operating loss carryforwards | $ 49,388 | $ 36,202 |
Investment in partnerships | 42,232 | 559,858 |
Other | (1,023) | |
Other | 1,261 | |
Total net deferred income tax asset | $ 90,597 | $ 597,321 |
Concentrations of Credit Risk (
Concentrations of Credit Risk (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | Customer Concentration Risk | EQT Corporation | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 69.00% | 74.00% | 74.00% |
Revenues | Customer Concentration Risk | PNG Companies, LLC | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 7.00% | 7.00% | 11.00% |
Accounts receivable | Credit Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 31.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Remedial action included in other credits | $ 2.1 | $ 0.6 | |
Purchase obligation | $ 24.1 | ||
Operating lease cost | $ 7.2 | $ 5.4 |
Post-retirement Benefit Plans (
Post-retirement Benefit Plans (Details) - USD ($) $ in Millions | 2 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Retirement Benefits [Abstract] | ||||
Defined contribution plan expense | $ 0.6 | $ 7.8 | ||
Post-retirement plan expense, excluding pension | $ 1.2 | $ 1.2 | $ 1.2 |
Interim Financial Information_3
Interim Financial Information (Unaudited) - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | |||||||
Goodwill impairment | $ 583,700,000 | $ 268,100,000 | $ 0 | $ 851,777,000 | $ 261,941,000 | ||
Impairment of long-lived assets | $ 81,000,000 | 0 | |||||
RMP | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill impairment | $ 261,900,000 | $ 752,571,000 | $ 261,941,000 | ||||
Bolt-on Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill impairment | 99,200,000 | $ 99,206,000 | |||||
Impairment of long-lived assets | $ 36,400,000 | ||||||
Copley Gathering System | Disposal Group, Not Discontinued Operations | EQM Midstream Partners, LP | |||||||
Business Acquisition [Line Items] | |||||||
Impairment of property and equipment | $ 81,000,000 |
Interim Financial Information_4
Interim Financial Information (Unaudited) - Quarterly information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||
Total operating revenues | $ 425,859 | $ 408,434 | $ 406,167 | $ 389,782 | $ 384,791 | $ 364,584 | $ 374,697 | $ 371,026 | $ 1,630,242 | [1] | $ 1,495,098 | [1] | $ 895,558 | [1] |
Total operating (loss) income | (311,763) | (38,453) | 166,175 | 260,041 | (59,446) | 218,322 | 234,868 | 249,340 | 76,000 | 643,084 | 543,050 | |||
Net income (loss) | (333,516) | (61,489) | 130,480 | 199,566 | (118,040) | 185,966 | 219,607 | 223,744 | (64,959) | 511,277 | 322,457 | |||
Net income (loss) attributable to Equitrans Midstream | $ (268,738) | $ (65,825) | $ 74,521 | $ 56,299 | $ (48,223) | $ 82,825 | $ 101,067 | $ 82,729 | $ (203,743) | $ 218,398 | $ (27,156) | |||
Basic: | ||||||||||||||
Weighted average common stock outstanding (in shares) | 254,940 | 254,915 | 254,917 | 254,776 | 254,432 | 254,432 | 254,432 | 254,432 | 254,884 | 254,432 | 254,432 | |||
Net income (loss) (in dollars per share) | $ (1.05) | $ (0.26) | $ 0.29 | $ 0.22 | $ (0.19) | $ 0.33 | $ 0.40 | $ 0.33 | $ (0.80) | $ 0.86 | $ (0.11) | |||
Diluted: | ||||||||||||||
Weighted average common stock outstanding (in shares) | 254,940 | 254,915 | 254,967 | 254,827 | 254,432 | 255,033 | 255,033 | 255,033 | 254,884 | 255,033 | 254,432 | |||
Net income (loss) (in dollars per share) | $ (1.05) | $ (0.26) | $ 0.29 | $ 0.22 | $ (0.19) | $ 0.32 | $ 0.40 | $ 0.32 | $ (0.80) | $ 0.86 | $ (0.11) | |||
[1] | Operating revenues included related party revenues from EQT Corporation (NYSE: EQT) (EQT) of approximately $1,122.6 million , $1,111.3 million and $665.9 million for the years ended December 31, 2019, 2018 and 2017 , respectively. See Note 9 . |
Consolidated Variable Interes_3
Consolidated Variable Interest Entities (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Variable Interest Entity [Line Items] | ||||
Operating revenues | $ 1,630,242,000 | $ 1,495,098,000 | $ 826,522,000 | |
Operating expenses | 1,426,056,000 | 768,445,000 | 245,032,000 | |
Other expenses | (42,104,000) | (55,305,000) | (9,586,000) | |
Net income | 162,082,000 | 671,348,000 | 571,904,000 | |
Net cash provided by operating activities | 1,049,407,000 | 1,187,239,000 | 650,550,000 | |
Net cash used in investing activities | (2,629,633,000) | (2,950,254,000) | (456,968,000) | |
Net cash provided by (used in) financing activities | 1,578,471,000 | 1,725,930,000 | $ (251,393,000) | |
Initial purchase price for the shared assets transaction | $ 49,700,000 | 59,100,000 | ||
Cash and cash equivalents | ||||
Variable Interest Entity [Line Items] | ||||
Assets | 15,760,000 | 17,515,000 | ||
Accounts receivable | ||||
Variable Interest Entity [Line Items] | ||||
Assets | 254,109,000 | 254,390,000 | ||
Other current assets | ||||
Variable Interest Entity [Line Items] | ||||
Assets | 25,004,000 | 14,909,000 | ||
Net property, plant and equipment | ||||
Variable Interest Entity [Line Items] | ||||
Assets | 7,715,122,000 | 5,806,628,000 | ||
Investment in unconsolidated entity | ||||
Variable Interest Entity [Line Items] | ||||
Assets | 2,324,108,000 | 1,510,289,000 | ||
Goodwill | ||||
Variable Interest Entity [Line Items] | ||||
Assets | 486,698,000 | 1,123,813,000 | ||
Net intangible assets | ||||
Variable Interest Entity [Line Items] | ||||
Assets | 797,439,000 | 576,113,000 | ||
Other assets | ||||
Variable Interest Entity [Line Items] | ||||
Assets | 196,779,000 | 152,464,000 | ||
Accounts payable | ||||
Variable Interest Entity [Line Items] | ||||
Liabilities | 126,786,000 | 207,877,000 | ||
Capital contribution payable to the MVP Joint Venture | ||||
Variable Interest Entity [Line Items] | ||||
Liabilities | 45,150,000 | 169,202,000 | ||
Accrued interest | ||||
Variable Interest Entity [Line Items] | ||||
Liabilities | 73,366,000 | 80,199,000 | ||
Accrued liabilities | ||||
Variable Interest Entity [Line Items] | ||||
Liabilities | 31,550,000 | 20,672,000 | ||
Line of credit | ||||
Variable Interest Entity [Line Items] | ||||
Liabilities | 902,500,000 | 625,000,000 | ||
EQM long-term debt | ||||
Variable Interest Entity [Line Items] | ||||
Liabilities | 4,859,499,000 | 3,456,639,000 | ||
Regulatory and other long-term liabilities | ||||
Variable Interest Entity [Line Items] | ||||
Liabilities | 78,397,000 | 38,724,000 | ||
Affiliated Entity | Accounts receivable | ||||
Variable Interest Entity [Line Items] | ||||
Assets | 175,200,000 | 174,800,000 | ||
Affiliated Entity | Accounts payable | ||||
Variable Interest Entity [Line Items] | ||||
Liabilities | $ 0 | $ 34,000,000 |
(Details)
(Details) | Feb. 26, 2020USD ($)daysharesBcf | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Subsequent Event [Line Items] | |||
Number of shares to be purchased, amount | $ 238,455,000 | $ 291,206,000 | |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Conversion basis | 100.00% | ||
Term for potential cash bonus payments | 36 months | ||
Estimated aggregate fee relief, year one | $ 270,000,000 | ||
Estimated aggregate fee relief, year two | 230,000,000 | ||
Estimated aggregate fee relief, year three | 35,000,000 | ||
Option to forgo fee relief, year one | 145,000,000 | ||
Option to forgo fee relief, year two | 90,000,000 | ||
Cash payment to be made in exchange for fee relief | 196,000,000 | ||
Conversion units | $ 20,000,000 | ||
Threshold percentage of stock price trigger | 140.00% | ||
Threshold trading days | day | 20 | ||
Threshold amount of stock price trigger (in shares) | shares | 1,000,000 | ||
Threshold consecutive trading days | day | 20 | ||
Threshold percentage of consideration payable trigger, conversion ratio | 110.00% | ||
Threshold percentage of consideration payable trigger, premium covenant | 110.00% | ||
EQT Corporation | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Firm reservation capacity | Bcf | 3 | ||
EQM Midstream Partners, LP | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Letter agreement | $ 250,000,000 | ||
EQM Merger | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Conversion, right to receive common shares (in dollars per unit) | 2.44 | ||
Credit Facility | |||
Subsequent Event [Line Items] | |||
Principal | $ 902,500,000 | $ 641,500,000 | |
Rate Relief Note | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Interest rate (as a percent) | 7.00% | ||
Intercompany Loan Agreement | Credit Facility | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Interest rate (as a percent) | 7.00% | ||
Principal | $ 650,000,000 | ||
Intercompany Loan Agreement | Credit Facility | Equitrans Midstream | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Interest rate decrease upon default | 2.00% | ||
Series A Preferred Units | EQM Merger | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Redemptions | $ 600,000,000 | ||
Common Stock, Cash Shares | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Number of shares to be purchased (in shares) | shares | 4,769,496 | ||
Common Stock, Rate Relief Shares and Cash Shares | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Number of shares to be purchased (in shares) | shares | 20,530,256 | ||
Share Purchase Agreement | EQT Corporation | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Number of shares to be purchased, amount | $ 7,000,000 | ||
Share Purchase Agreement | Common Stock, Cash Shares | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Number of shares to be purchased, amount | 46,000,000 | ||
Share Purchase Agreement | Common Stock, Rate Relief Shares and Cash Shares | EQT Corporation | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Number of shares to be purchased, amount | $ 196,000,000 | ||
Private Placement | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Cumulative quarterly dividend rate | 9.75% | ||
Cumulative quarterly distribution increasing percentage | 8.15% | ||
Minimum | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Threshold percentage of consideration payable trigger | 90.00% | ||
Threshold percentage of consideration payable trigger, redemption covenant | 101.00% | ||
Threshold percentage of consideration payable trigger, volume weighted average price covenant | 95.00% | ||
Minimum | Private Placement | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Cumulative quarterly dividend rate | 10.50% | ||
Affiliated Entity | Water Services Letter Agreement | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Fees incurred for services | $ 60,000,000 | ||
Scenario, Forecast | EQM Merger | |||
Subsequent Event [Line Items] | |||
Termination fee receivable | 36,500,000 | ||
Transaction costs receivable | $ 10,000,000 |