Cover
Cover - USD ($) shares in Thousands, $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Jan. 31, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End | --12-31 | ||
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 Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3.4 | ||
Entity Common Units, Unit Outstanding | 432,676 | ||
Entity Central Index Key | 0001747009 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Documents Incorporated by Reference | The Company's definitive proxy statement relating to the 2022 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, 2021 and is incorporated by reference in Part III to the extent described therein. |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | Pittsburgh, Pennsylvania |
Statements of Consolidated Comp
Statements of Consolidated Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Income Statement [Abstract] | ||||
Operating revenues | $ 1,317,037 | $ 1,510,825 | $ 1,630,242 | |
Operating expenses: | ||||
Operating and maintenance | 153,426 | 154,109 | 165,367 | |
Selling, general and administrative | 138,647 | 129,969 | 112,915 | |
Separation and other transaction costs | 0 | 23,797 | 26,080 | |
Depreciation | 270,404 | 259,613 | 227,364 | |
Amortization of intangible assets | 64,819 | 63,195 | 53,258 | |
Impairments of long-lived assets and equity method investments | 56,178 | 55,581 | 969,258 | |
Total operating expenses | 683,474 | 686,264 | 1,554,242 | |
Operating income | 633,563 | 824,561 | 76,000 | |
Equity income | [1] | 17,579 | 233,833 | 163,279 |
Impairment of equity method investment | (1,926,402) | 0 | 0 | |
Other (expense) income, net | (16,104) | 17,225 | 2,661 | |
Loss on extinguishment of debt | (41,025) | (24,864) | 0 | |
Net interest expense | (378,650) | (307,380) | (256,195) | |
(Loss) income before income taxes | (1,711,039) | 743,375 | (14,255) | |
Income tax (benefit) expense | (345,091) | 105,331 | 50,704 | |
Net (loss) income | (1,365,948) | 638,044 | (64,959) | |
Net (loss) income attributable to Equitrans Midstream | 14,530 | 214,912 | 138,784 | |
Net (loss) income attributable to Equitrans Midstream | (1,380,478) | 423,132 | (203,743) | |
Preferred dividends | 58,512 | 58,760 | 0 | |
Net (loss) income attributable to Equitrans Midstream common shareholders | $ (1,438,990) | $ 364,372 | $ (203,743) | |
Basic: | ||||
(Loss) earnings per share of common stock attributable to Equitrans Midstream common shareholders (in dollars per share) | $ (3.32) | $ 1.06 | $ (0.80) | |
Weighted average common stock outstanding (in shares) | 433,008 | 343,935 | 254,884 | |
Diluted: | ||||
(Loss) earnings per share of common stock attributable to Equitrans Midstream common shareholders (in dollars per share) | $ (3.32) | $ 1.06 | $ (0.80) | |
Weighted average common stock outstanding (in shares) | 433,008 | 343,975 | 254,884 | |
Net (loss) income | $ (1,365,948) | $ 638,044 | $ (64,959) | |
Other comprehensive loss, net of tax: | ||||
Pension and other post-retirement benefits liability adjustment, net of tax expense of $62, $70 and $70 | (175) | (203) | (517) | |
Other comprehensive loss | (175) | (203) | (517) | |
Comprehensive (loss) income | (1,366,123) | 637,841 | (65,476) | |
Less: Comprehensive income attributable to noncontrolling interests | 14,530 | 214,912 | 138,784 | |
Less: Comprehensive income attributable to preferred dividends | 58,512 | 58,760 | 0 | |
Comprehensive (loss) income attributable to Equitrans Midstream common shareholders | $ (1,439,165) | $ 364,169 | $ (204,260) | |
Dividends declared per common share (in dollars per share) | $ 0.60 | $ 0.60 | $ 1.80 | |
[1] | Represents equity income from Mountain Valley Pipeline, LLC (the MVP Joint Venture). See Note 9. |
Statements of Consolidated Co_2
Statements of Consolidated Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Pension and other post-retirement benefits liability adjustment, tax expense | $ 62 | $ 70 | $ 70 |
Statements of Consolidated Cash
Statements of Consolidated Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Cash flows from operating activities: | ||||
Net (loss) income | $ (1,365,948) | $ 638,044 | $ (64,959) | |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||
Depreciation | 270,404 | 259,613 | 227,364 | |
Amortization of intangible assets | 64,819 | 63,195 | 53,258 | |
Impairments of long-lived assets and equity method investments | 1,982,580 | 55,581 | 969,258 | |
Deferred income taxes | (349,944) | 102,718 | 50,704 | |
Equity income | [1] | (17,579) | (233,833) | (163,279) |
Other expense (income), net | 16,043 | (17,278) | (5,716) | |
Loss on extinguishment of debt | 41,025 | 24,864 | 0 | |
Non-cash long-term compensation expense | 14,921 | 12,301 | 2,786 | |
Changes in other assets and liabilities: | ||||
Accounts receivable | 64,172 | (37,810) | 17,523 | |
Accounts payable | (2,709) | (7,922) | (90,301) | |
Deferred revenue | 423,666 | 225,746 | 0 | |
Other assets and other liabilities | 27,318 | 55,667 | (20,151) | |
Net cash provided by operating activities | 1,168,768 | 1,140,886 | 976,487 | |
Cash flows from investing activities: | ||||
Capital expenditures | (290,521) | (462,031) | (967,369) | |
Capital contributions to the MVP Joint Venture | (287,665) | (272,801) | (774,593) | |
Bolt-on Acquisition (defined in Note 3), net of cash acquired | 0 | 0 | (837,231) | |
Principal payments received on the Preferred Interest (defined in Note 1) | 5,217 | 5,003 | 4,661 | |
Net cash used in investing activities | (572,969) | (729,829) | (2,574,532) | |
Cash flows from financing activities: | ||||
Proceeds from revolving credit facility borrowings | 467,500 | 1,965,000 | 2,484,000 | |
Payments on revolving credit facility borrowings | (750,000) | (2,080,000) | (2,495,500) | |
Proceeds from the issuance of long-term debt | 1,900,000 | 1,600,000 | 1,400,000 | |
Debt discounts, debt issuance costs and credit facility origination fees | (29,904) | (26,720) | (2,870) | |
Payments for retirement of long-term debt | (1,936,250) | (594,000) | (34,325) | |
Redemption of EQM Series A Preferred Units (defined in Note 1) | 0 | (617,338) | 0 | |
Distributions paid to noncontrolling interests | (2,500) | (128,770) | (382,360) | |
Dividends paid to common shareholders | (259,495) | (278,395) | (448,128) | |
Cash Shares and Cash Amount (defined in Note 6) | 0 | (52,323) | 0 | |
Purchases of EQGP common units | 0 | 0 | (238,455) | |
Net cash (used in) provided by financing activities | (669,161) | (291,356) | 1,392,195 | |
Net change in cash and cash equivalents | (73,362) | 119,701 | (205,850) | |
Cash and cash equivalents at beginning of year | 208,023 | 88,322 | 294,172 | |
Cash and cash equivalents at end of year | 134,661 | 208,023 | 88,322 | |
Cash paid during the period for: | ||||
Interest, net of amount capitalized | 343,351 | 249,302 | 257,065 | |
Income taxes | 3,500 | 3,709 | 0 | |
Non-cash activity during the period for: | ||||
Contract liability | 0 | 121,483 | 0 | |
Separation-related adjustments | 0 | 0 | 93,666 | |
Series A Preferred Stock | ||||
Cash flows from financing activities: | ||||
Proceeds from issuance of EQM Series A Preferred Units, net of offering costs | 0 | 0 | 1,158,313 | |
Distributions paid to holders of EQM Series A Preferred Units | 0 | (61,931) | (48,480) | |
Dividends paid to holders of Equitrans Midstream Preferred Shares | 0 | (61,931) | (48,480) | |
Preferred Stock | ||||
Cash flows from financing activities: | ||||
Distributions paid to holders of EQM Series A Preferred Units | (58,512) | (16,879) | 0 | |
Dividends paid to holders of Equitrans Midstream Preferred Shares | (58,512) | (16,879) | 0 | |
Common Stock | ||||
Non-cash activity during the period for: | ||||
Issuance of Equitrans Midstream shares | 0 | 2,736,229 | 0 | |
Convertible Preferred Stock | ||||
Non-cash activity during the period for: | ||||
Issuance of Equitrans Midstream shares | $ 0 | $ 667,214 | $ 0 | |
[1] | Represents equity income from Mountain Valley Pipeline, LLC (the MVP Joint Venture). See Note 9. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 134,661 | $ 208,023 |
Accounts receivable (net of allowance for credit losses of $2,696 and $4,699 as of December 31, 2021 and 2020, respectively) | 252,301 | 290,446 |
Other current assets | 59,867 | 63,268 |
Total current assets | 446,829 | 561,737 |
Property, plant and equipment | 9,004,602 | 8,835,652 |
Less: accumulated depreciation | (1,217,099) | (1,007,756) |
Net property, plant and equipment | 7,787,503 | 7,827,896 |
Investments in unconsolidated entity | 1,239,039 | 2,796,316 |
Goodwill | 486,698 | 486,698 |
Net intangible assets | 651,771 | 716,590 |
Other assets | 308,924 | 336,615 |
Total assets | 10,920,764 | 12,725,852 |
Current liabilities: | ||
Current portion of revolving credit facility borrowings | 0 | 302,500 |
Accounts payable | 59,627 | 72,098 |
Capital contributions payable to the MVP Joint Venture | 72,188 | 10,723 |
Accrued interest | 151,909 | 126,191 |
Accrued liabilities | 83,852 | 83,366 |
Total current liabilities | 367,576 | 594,878 |
Revolving credit facility borrowings | 505,000 | 485,000 |
Long-term debt | 6,434,945 | 6,443,312 |
Contract liability | 821,342 | 398,750 |
Deferred income taxes | 0 | 345,896 |
Regulatory and other long-term liabilities | 99,333 | 94,902 |
Total liabilities | 8,228,196 | 8,362,738 |
Mezzanine equity: | ||
Equitrans Midstream Preferred Shares, 30,018 shares issued and outstanding as of December 31, 2021 and 2020 | 681,842 | 681,842 |
Shareholders' equity: | ||
Common stock, no par value, 432,522 and 432,470 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 3,957,756 | 3,941,295 |
Retained deficit | (2,428,171) | (728,959) |
Accumulated other comprehensive loss | (2,054) | (2,229) |
Total common shareholders' equity | 1,527,531 | 3,210,107 |
Noncontrolling interests | 483,195 | 471,165 |
Total shareholders' equity | 2,010,726 | 3,681,272 |
Total liabilities, mezzanine equity and shareholders' equity | $ 10,920,764 | $ 12,725,852 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, for doubtful accounts | $ 2,696 | $ 4,699 |
Preferred shares, issued (in shares) | 30,018 | 30,018 |
Preferred stock, outstanding (in shares) | 30,018 | 30,018 |
Common stock, shares issued (In shares) | 432,522 | 432,470 |
Common stock, shares outstanding (in shares) | 432,522 | 432,470 |
Statements of Consolidated Shar
Statements of Consolidated Shareholders' Equity and Mezzanine Equity - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Series A Preferred Stock | EQM MergerSeries A Preferred Stock | Common Stock | Retained Earnings | Retained EarningsCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Noncontrolling InterestsSeries A Preferred Stock | Noncontrolling InterestsEQM MergerSeries A Preferred Stock |
Beginning balance (in shares) at Dec. 31, 2018 | 254,271 | ||||||||||
Beginning balance at Dec. 31, 2018 | $ 5,259,633 | $ 425,370 | $ 33,932 | $ (1,509) | $ 4,801,840 | ||||||
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 | (201) | 316 | (517) | ||||||||
Dividends on common shares | (448,567) | (448,567) | |||||||||
Share-based compensation plans, net (in shares) | 474 | ||||||||||
Share-based compensation plans, net | 2,786 | $ 2,531 | 255 | ||||||||
Separation-related adjustments | (93,666) | (93,666) | |||||||||
Distributions paid to noncontrolling interest unitholders | (382,360) | (382,360) | |||||||||
Distributions paid to holders of EQM Series A Preferred Units | $ (48,480) | $ (48,480) | |||||||||
Issuance of EQM Series A Preferred Units, net of offering costs | 1,158,313 | 1,158,313 | |||||||||
Bolt-on Acquisition (as defined in Note 3) | 478,460 | 478,460 | |||||||||
Purchase of EQGP common units | (238,455) | (38,648) | (199,807) | ||||||||
Net changes in ownership of consolidated entities | (340,424) | 997,217 | (1,337,641) | ||||||||
Ending balance at Dec. 31, 2019 | $ 5,282,080 | $ (3,718) | $ 1,292,804 | (618,062) | $ (3,718) | (2,026) | 4,609,364 | ||||
Ending balance (in shares) at Dec. 31, 2019 | 254,745 | ||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Accounting Standards Update [Extensible List] | Accounting Standards Update 2016-13 [Member] | ||||||||||
Beginning balacne at Dec. 31, 2018 | $ 0 | ||||||||||
Ending balance at Dec. 31, 2019 | 0 | ||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Net (loss) income | 638,044 | ||||||||||
Net (loss) income | 606,537 | 391,625 | 214,912 | ||||||||
Pension and other post-retirement benefits liability adjustment, net of tax expense | (203) | (203) | |||||||||
Dividends on common shares (in shares) | (178) | ||||||||||
Dividends on common shares | (280,559) | (280,559) | |||||||||
Share-based compensation plans, net (in shares) | 66 | ||||||||||
Share-based compensation plans, net | 13,071 | $ 12,786 | 285 | ||||||||
Distributions paid to noncontrolling interest unitholders | (128,770) | (128,770) | |||||||||
Distributions paid to holders of EQM Series A Preferred Units | (51,002) | $ (10,929) | (51,002) | $ (10,929) | |||||||
Net changes in ownership of consolidated entities | 257,200 | 2,700,000 | (3,000,000) | ||||||||
Redemption of EQM Series A Preferred Units | $ (617,338) | (27,253) | $ (590,085) | ||||||||
Restructuring Agreement (as defined in Note 1) | (679,681) | $ (100,524) | (579,157) | ||||||||
EQM Merger (in shares) | 203,137 | ||||||||||
EQM Merger | (257,224) | $ 2,736,229 | (2,993,453) | ||||||||
Stock Purchase Agreement (as defined in Note 6) (in shares) | (25,300) | ||||||||||
Share Purchase Agreements (as defined in Note 6) | (190,992) | (190,992) | |||||||||
Ending balance at Dec. 31, 2020 | $ 3,681,272 | $ 3,941,295 | (728,959) | (2,229) | 471,165 | ||||||
Ending balance (in shares) at Dec. 31, 2020 | 432,470 | 432,470 | |||||||||
Mezzanine Equity | |||||||||||
Net (loss) income | $ 31,507 | ||||||||||
Dividends paid to holders of Equitrans Midstream Preferred Shares ($0.5623 per share) | (16,879) | ||||||||||
Restructuring Agreement (as defined in Note 1) | 667,214 | ||||||||||
Ending balance at Dec. 31, 2020 | 681,842 | ||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Net (loss) income | (1,365,948) | ||||||||||
Net (loss) income | (1,424,460) | (1,438,990) | 14,530 | ||||||||
Pension and other post-retirement benefits liability adjustment, net of tax expense | 175 | 175 | |||||||||
Dividends on common shares | (260,222) | (260,222) | |||||||||
Share-based compensation plans, net (in shares) | 52 | ||||||||||
Share-based compensation plans, net | 16,461 | $ 16,461 | |||||||||
Distributions paid to noncontrolling interest unitholders | (2,500) | (2,500) | |||||||||
Ending balance at Dec. 31, 2021 | $ 2,010,726 | $ 3,957,756 | $ (2,428,171) | $ (2,054) | $ 483,195 | ||||||
Ending balance (in shares) at Dec. 31, 2021 | 432,522 | 432,522 | |||||||||
Mezzanine Equity | |||||||||||
Net (loss) income | $ 58,512 | ||||||||||
Dividends paid to holders of Equitrans Midstream Preferred Shares ($0.5623 per share) | (58,512) | ||||||||||
Ending balance at Dec. 31, 2021 | $ 681,842 |
Statements of Consolidated Sh_2
Statements of Consolidated Shareholders' Equity and Mezzanine Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Pension and other post-retirement benefits liability adjustment, tax expense | $ 62 | $ 70 | $ 70 |
Dividends on common stock (in dollars per share) | $ 0.60 | $ 0.90 | $ 1.76 |
Dividends paid to preferred shares (in dollars per share) | $ 1.9492 | 0.5623 | |
EQM | |||
Cash distributions declared per unit (in dollars per share) | 2.0728 | 1.9703 | |
EQM | Series A Preferred Stock | |||
Cash distributions declared per unit (in dollars per share) | $ 1.5475 | $ 4.595 |
Summary of Operations and Signi
Summary of Operations and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Operations and Significant Accounting Policies | Summary of Operations and Significant Accounting Policies Organization On November 12, 2018, Equitrans Midstream Corporation (together with its consolidated subsidiaries as applicable, the Company or Equitrans Midstream), EQT Corporation (EQT) and, for certain limited purposes, EQT Production Company, a wholly owned subsidiary of EQT, entered into a separation and distribution agreement (the Separation and Distribution Agreement), pursuant to which, among other things, EQT effected the separation of its midstream business, which was composed of the assets and liabilities of the separately-operated natural gas gathering, transmission and storage and water services operations of EQT (the Midstream Business), from EQT's upstream business, which was composed of the natural gas, oil and natural gas liquids development, production and sales and commercial operations of EQT (the Separation), 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). As part of the Separation, EQT retained the remaining 19.9% of the then-outstanding shares in Equitrans Midstream. 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 (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 (EQM). Following the closing of the EQGP Buyout (as defined and discussed in Note 2), EQGP became an indirect, wholly owned subsidiary of the Company on January 10, 2019. The Company owns, operates, acquires and develops midstream assets in the Appalachian Basin. As of December 31, 2021, EQGP Services, LLC was EQM's general partner (the EQM General Partner) and was an indirect, wholly owned subsidiary of Equitrans Midstream. EQM Merger. On June 17, 2020, pursuant to that certain Agreement and Plan of Merger, dated as of February 26, 2020 (the EQM Merger Agreement), by and among the Company, EQM LP Corporation, a wholly owned subsidiary of the Company (EQM LP), LS Merger Sub, LLC, a wholly owned subsidiary of EQM LP (Merger Sub), EQM and the EQM General Partner, Merger Sub merged with and into EQM (the EQM Merger), with EQM continuing and surviving as an indirect, wholly owned subsidiary of the Company. Upon consummation of the EQM Merger, the Company acquired all of the outstanding EQM common units that the Company and its subsidiaries did not already own. Following the closing of the EQM Merger, EQM was no longer a publicly traded entity. See Note 2 for further information on the EQM Merger. Preferred Restructuring Agreement. On February 26, 2020, Equitrans Midstream and EQM entered into a Preferred Restructuring Agreement (the Restructuring Agreement) with all of the holders of the Series A Perpetual Convertible Preferred Units representing limited partner interests in EQM (such units, EQM Series A Preferred Units and, such investors, collectively, the Investors), pursuant to which, at the effective time of the EQM Merger (the Effective Time): (i) EQM redeemed $600 million aggregate principal amount of the Investors' EQM Series A Preferred Units issued and outstanding immediately prior to the Restructuring Closing (as defined below), which occurred substantially concurrent with the closing of the EQM Merger, for cash at 101% of the EQM Series A Preferred Unit purchase price of $48.77 per such unit (the EQM Series A Preferred Unit Purchase Price) plus any accrued and unpaid distribution amounts and partial period distribution amounts, and (ii) immediately following such redemption, each remaining issued and outstanding EQM Series A Preferred Unit was exchanged for 2.44 shares of a newly authorized and created series of preferred stock, without par value, of Equitrans Midstream, convertible into Equitrans Midstream common stock (the Equitrans Midstream Preferred Shares) on a one for one basis, in each case, in connection with the occurrence of the “Series A Change of Control” (as defined in the Fourth Amended and Restated Agreement of Limited Partnership of EQM (as amended, the Former EQM Partnership Agreement)) that occurred upon the closing of the EQM Merger (collectively, the Restructuring and, the closing of the Restructuring, the Restructuring Closing). See Note 2 for further information on the Restructuring Agreement. Nature of Business The Company provides midstream services to its customers in Pennsylvania, West Virginia and Ohio through its three primary assets: the gathering system, which includes predominantly dry gas gathering systems of high-pressure gathering lines; the transmission system, which includes FERC-regulated interstate pipelines and storage systems; and the water network, which primarily consists of water pipelines and other facilities that support well completion activities and produced water handling activities. As of December 31, 2021, the gathering system, inclusive of Eureka Midstream's gathering system, included approximately 1,170 miles of high-pressure gathering lines with total contracted firm reservation capacity of approximately 7.0 billion cubic feet (Bcf) per day, which included contracted firm reservation capacity of approximately 1.8 Bcf per day associated with EQM's high-pressure header pipelines, 133 compressor units with compression of approximately 491,000 horsepower and multiple interconnect points with the Company's transmission and storage system and to other interstate pipelines. As of December 31, 2021, 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 43 compressor units, with total throughput capacity of approximately 4.4 Bcf per day and compression of approximately 136,000 horsepower, and 18 associated natural gas storage reservoirs, which have a peak withdrawal capacity of approximately 850 million cubic feet (MMcf) per day and a working gas capacity of approximately 43 Bcf, in each case as of December 31, 2021. As of December 31, 2021, the Company's fresh water systems included approximately 200 miles of pipelines that deliver fresh and produced water from local municipalities' water authorities, 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, 23 fresh water impoundment facilities, as well as pumping stations, which support water transportation throughout the systems, and take point facilities and measurement facilities, which support well completion activities. As of December 31, 2021, the Company's mixed water system, which the Company began to construct in 2021, included approximately eight miles of buried pipeline. Significant Accounting Policies Principles of Consolidation. The consolidated financial statements include the accounts of all entities in which the Company holds a controlling financial interest. For consolidated subsidiaries in which the Company’s ownership is less than 100%, the Company records noncontrolling interest related to the third-party ownership interests in those entities. Investments over which the Company can exert significant influence, but not control, over operating and financial policies are recorded under the equity method of accounting. Intercompany transactions have been eliminated for purposes of preparing these consolidated financial statements. References in these financial statements to Equitrans Midstream or the Company refer collectively to Equitrans Midstream Corporation and, as applicable, its consolidated subsidiaries for all periods presented, unless otherwise indicated. 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 accounted for as an equity investment as described in Note 9; 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 5 for financial information by segment. Reclassification: Certain previously reported amounts have been reclassified to conform to 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. 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 consolidated 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. The Company evaluates the allowance for credit losses on a quarterly basis in order to estimate uncollectible receivables. Derivative Instruments. Derivative instruments are recorded on the Company’s consolidated balance sheets as either an asset or liability measured at fair value. See Note 12. Fair Value of Financial Instruments. Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. The Company’s assets and liabilities that are measured at fair value at each reporting date are classified according to a hierarchy that prioritizes inputs and assumptions underlying the valuation techniques. This fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs and consists of three broad levels: • Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the reporting date. • Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. These are inputs other than quoted prices in active markets included in Level 1 that are either directly or indirectly observable as of the reporting date. • Level 3: Unobservable inputs that are not corroborated by market data and may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company prioritizes valuation techniques that maximize the use of observable inputs. Assets and liabilities are classified in their entirety based on the lowest priority level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement of assets and liabilities within the levels of the fair value hierarchy. Reclassifications of fair value between Level 1, Level 2 and Level 3 of the fair value hierarchy, if applicable, are made at the end of each reporting period. See Note 12 for information regarding the fair value of financial instruments. 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 labor costs of $50.8 million, $44.9 million and $47.6 million in the years ended December 31, 2021, 2020 and 2019, respectively. The Company capitalized interest, including the debt component of Allowance for Funds Used During Construction (AFUDC), of $4.9 million, $18.6 million and $29.5 million in the years ended December 31, 2021, 2020 and 2019, respectively. The following table summarizes the Company's property, plant and equipment. December 31, 2021 2020 (Thousands) Gathering assets $ 6,911,268 $ 6,691,954 Accumulated depreciation (727,735) (543,568) Net gathering assets 6,183,533 6,148,386 Transmission and storage assets 1,901,756 1,877,753 Accumulated depreciation (424,918) (370,764) Net transmission and storage assets 1,476,838 1,506,989 Water services assets 176,245 251,885 Accumulated depreciation (60,379) (90,841) Net water services assets 115,866 161,044 Net other property, plant and equipment 11,266 11,477 Net property, plant and equipment $ 7,787,503 $ 7,827,896 Net other property, plant and equipment includes capitalized qualified implementation costs incurred in a hosting arrangement that is a service contract of $10.0 million and $8.8 million, respectively, as of December 31, 2021 and 2020. The Company finalized the implementation of certain portions of its enterprise resource planning system throughout 2021 and 2020 and amortized approximately $0.9 million and $0.5 million of implementation costs in the years ended December 31, 2021 and 2020, respectively. 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, 2021, 2020 and 2019 were 2.6%, 2.5% and 2.7%, respectively. The Company estimates that gathering and transmission pipelines have useful lives of 20 years to 50 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's intangible assets are amortized on a straight-line basis. The estimated annual amortization expense related to the intangible assets for each of the next five years is $64.8 million. See Note 3 for further detail. The following tables summarize the Company's intangible assets as of December 31, 2021 and 2020: December 31, 2021 (In thousands) Useful Life Gross Accumulated Amortization (a) Net Customer relationships 15 years $ 623,199 $ (171,726) $ 451,473 Eureka Midstream-related customer relationships 10.75 years 237,000 (48,144) 188,856 Hornet Midstream-related customer relationships 7.25 years 74,000 (62,558) 11,442 $ 934,199 $ (282,428) $ 651,771 December 31, 2020 (In thousands) Useful Life Gross Accumulated Amortization (a) Net Customer relationships 15 years $ 623,199 $ (130,180) $ 493,019 Eureka Midstream-related customer relationships 10.75 years 237,000 (27,160) 209,840 Hornet Midstream-related customer relationships 7.25 years 74,000 (60,269) 13,731 $ 934,199 $ (217,609) $ 716,590 (a) Impairment charge of $54.1 million is included within the Hornet Midstream-related customer relationships accumulated amortization. See Note 4 for further information. Goodwill and Impairment of Long-Lived Assets. Goodwill is evaluated for impairment at least annually or whenever events or changes in circumstance indicate it is more likely than not 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. See Note 4 for further detail. The Company evaluates long-lived assets for impairment when events or changes in circumstances indicate, in management's judgment, that the carrying value of such assets may not be recoverable. With respect to property, plant and equipment and finite lived intangibles, 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 costs and other factors. If the carrying amount exceeds the expected future undiscounted cash flows, the Company recognizes an impairment equal to the excess of carrying 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 evaluations of recoverability and the recognition of additional impairments. See Note 4 for further discussion on impairments of long-lived assets. Investments in Unconsolidated Entities. The Company accounts for the investments in its unconsolidated entities under the equity method. The Company’s pro-rata share of net income in the unconsolidated entities is included in equity income in the Company’s statements of consolidated comprehensive income. Contributions to or distributions from the unconsolidated entities and the Company’s pro-rata share of net income in the unconsolidated entities are recorded as adjustments to the investment balance. 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. See Notes 4 and 9 for further detail. Preferred Interest. EQT Energy Supply, LLC (EES), a subsidiary of EQT, generates revenue by providing services to a local distribution company. The preferred interest that the Company has in EES (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 as a reduction to the Preferred Interest and as interest income, which is included in net interest expense in the Company's statements of consolidated comprehensive income. 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, including borrowings under the Amended EQM Credit Facility and the 2021 Eureka Credit Facility (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. See Note 11 for further detail. Leases . Right-of-use assets represent the right to use the underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized on the consolidated balance sheets at the lease commencement date based on the present value of lease payments over the lease term. The Company determines if an arrangement is a lease at inception based on whether the Company has the right to control the use of an identified asset, the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset during the lease term and accounts for leases in accordance with ASC 842, Leases (ASC 842). Leases in which the Company is the lessee that do not have a readily determinable implicit rate utilize an incremental borrowing rate, based on the information available at the lease commencement date, to determine the present value of lease payments. When a secured borrowing rate is not readily available, unsecured borrowing rates are adjusted for the effects of collateral to determine the incremental borrowing rate. The Company reassesses the incremental borrowing rate for any new and modified lease contracts as of the contract effective date. Lease expense is recognized on a straight-line basis over the lease term for operating leases. See Note 7. Other Current Liabilities. The following table summarizes the Company's accrued liabilities as of December 31, 2021 and 2020. December 31, 2021 2020 (Thousands) Accrued employee compensation $ 50,372 $ 46,108 Non-income tax accruals 19,972 19,492 Current portion of operating lease liabilities 8,253 9,990 Other accrued liabilities 5,255 7,776 Total accrued liabilities $ 83,852 $ 83,366 Asset Retirement Obligations (AROs). The Company has AROs related to its water system impoundments and to one of its gathering compressor 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. Throughout 2021 and 2020, the Company undertook the reclamation process for certain water system impoundments, which reclamation process was completed as of December 31, 2021. The following table presents changes in the Company's AROs during 2021 and 2020. December 31, 2021 2020 (Thousands) AROs at beginning of period $ 12,172 $ 12,301 Liabilities settled (1,609) (724) Revisions to estimated liabilities (a) — — Accretion expense 678 595 AROs at end of period $ 11,241 $ 12,172 (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 gathering compressor station. 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 and gathering (other than the aforementioned gathering compressor station) assets as of December 31, 2021 and 2020. Contingencies. The Company 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. The Company 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 16. 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. 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, 2021 2020 (Thousands) Regulatory assets: Deferred taxes (a) $ 91,989 $ 89,243 Other recoverable costs (b) 3,654 4,960 Total regulatory assets $ 95,643 $ 94,203 Regulatory liabilities: Deferred taxes (a) $ 9,727 $ 10,125 On-going post-retirement benefits other than pension and other reimbursable costs (c) 10,094 10,959 Total regulatory liabilities $ 19,821 $ 21,084 (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 Company's legacy post-retirement benefits plan. (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. 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, 2021 2020 2019 (Thousands) Operating revenues $ 403,634 $ 397,319 $ 396,847 Operating expenses 135,888 124,206 210,861 December 31, 2021 2020 (Thousands) Property, plant and equipment $ 1,901,924 $ 1,878,312 Accumulated depreciation (424,918) (370,815) Net property, plant and equipment $ 1,477,006 $ 1,507,497 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, 2021 and 2020, gas imbalance receivables were $1.9 million and $1.8 million, respectively, and are 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. Revenue Recognition . Revenue is measured based on considerations specific in a contract with a customer. The Company recognizes revenue under gathering, transmission and storage and water services contracts when it satisfies certain performance obligations, as discussed below. 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, if capacity exists. 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. Firm and interruptible contracts can be short- or long-term in duration. Firm and interruptible transmission and storage service contracts are billed at the end of each calendar month, with payment typically due within 10 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 generally corresponds directly to the value of the Company's performance to date a |
Investments in Consolidated, No
Investments in Consolidated, Non-Wholly-Owned Entities | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Investments in Consolidated, Non-Wholly-Owned Entities | Investments in Consolidated, Non-Wholly Owned Entities EQM IDR Transaction . On February 22, 2019, the Company completed a simplification transaction pursuant to that certain Agreement and Plan of Merger, dated as of February 13, 2019, by and among the Company and certain related parties, pursuant to which, among other things, (i) Equitrans Merger Sub, LP merged with and into EQGP (the IDR Merger) with EQGP continuing as the surviving limited partnership and a wholly owned subsidiary of EQM, and (ii) each of (a) the IDRs in EQM, (b) the economic portion of the general partner interest in EQM and (c) the issued and outstanding common units representing limited partner interests in EQGP (EQGP common units) were canceled, and, as consideration for such cancellation, certain wholly owned subsidiaries of the Company received on a pro rata basis 80,000,000 newly-issued EQM common units and 7,000,000 newly-issued Class B units representing limited partner interests in EQM (Class B units), and the EQM General Partner retained the non-economic general partner interest in EQM (such transactions, collectively, the EQM IDR Transaction). Additionally, as part of the EQM IDR Transaction, 21,811,643 EQM common units held by EQGP were canceled and 21,811,643 EQM common units were issued pro rata to certain wholly owned subsidiaries of the Company. As a result of the EQM IDR Transaction, the EQM General Partner replaced EQM Midstream Services, LLC as the general partner of EQM. After giving effect to the EQM IDR Transaction, including the issuance of Class B units, the Company indirectly owned a total of 117,245,455 EQM common units and all of the Class B units. EQM Series A Preferred Units. On March 13 , 2019, EQM entered into a Convertible Preferred Unit Purchase Agreement, together with Joinder Agreements entered into on March 18, 2019, with the Investors to issue and sell in a private placement (the Private Placement) an aggregate of 24,605,291 EQM Series A Preferred Units for a cash purchase price of $48.77 per EQM 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, as discussed further in Note 3. See below for a discussion on the Preferred Restructuring Agreement. EQM Merger. As discussed in Note 1, on June 17, 2020, the Company, EQM, EQM LP, Merger Sub and the EQM General Partner completed the EQM Merger, pursuant to which Merger Sub merged with and into EQM, with EQM continuing and surviving as an indirect, wholly owned subsidiary of the Company. As a result of the EQM Merger, EQM is no longer a publicly traded entity. At the Effective Time, subject to applicable tax withholding, (i) each outstanding EQM common unit, other than EQM common units owned by the Company and its subsidiaries, was converted into the right to receive 2.44 shares of Equitrans Midstream common stock (the Merger Consideration); (ii) (x) $600.0 million aggregate principal amount of the EQM Series A Preferred Units issued and outstanding immediately prior to the Effective Time were redeemed by EQM for cash at 101% of the EQM Series A Preferred Unit Purchase Price plus any accrued and unpaid distribution amounts and partial period distribution amounts, and (y) immediately following such redemption, each remaining issued and outstanding EQM Series A Preferred Unit was exchanged for 2.44 Equitrans Midstream 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, was 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). The limited partner interests in EQM owned by the Company and its subsidiaries (including the Class B units) remained outstanding as limited partner interests in the surviving entity. The EQM General Partner continued to own the non-economic general partner interest in the surviving entity. No fractional shares of Equitrans Midstream common stock were issued in the EQM Merger; instead, all fractions of Equitrans Midstream common stock to which an EQM common unitholder otherwise would have been entitled were aggregated and the resulting fraction was rounded up to the nearest whole share of Equitrans Midstream common stock. In connection with the EQM Merger at the Effective Time, the Company's omnibus and secondment agreements with EQM and certain other subsidiaries of the Company terminated, subject to the survival of certain license rights and indemnification obligations. Because the Company controlled EQM both before and after the EQM Merger, the increase in the Company’s ownership interest in EQM resulting from the EQM Merger was accounted for as an equity transaction and reflected as a reduction of the noncontrolling interest associated with public ownership of EQM common units, offset by an increase in common stock, no par value. No gain or loss was recognized in the Company’s statements of consolidated comprehensive income as a result of the EQM Merger. In addition, the tax effects of the EQM Merger were reported as adjustments to deferred income taxes and Equitrans Midstream common stock, consistent with ASC 740, Income Taxes . Immediately prior to the completion of the EQM Merger, the public limited partners collectively owned a 40.1% interest in EQM, excluding the impact of the EQM Series A Preferred Units. The publicly-owned EQM common units, prior to completion of the EQM Merger, were reflected within noncontrolling interest in the Company's consolidated balance sheets as of March 31, 2020. The portion of EQM earnings attributable to publicly-held EQM common units prior to completion of the EQM Merger was reflected in net income attributable to noncontrolling interests in the Company's statements of consolidated comprehensive income. Additionally, for the period from January 1, 2020 to June 17, 2020, the Company determined that EQM was a variable interest entity. Through the Company's ownership and control of the general partner of EQM during that period, the Company had the power to direct the activities that most significantly affected EQM's economic performance. As a result of the EQM Merger, EQM is no longer a variable interest entity. The Company recorded $23.8 million in expenses related to the EQM Merger and the EQT Global GGA (as defined in Note 4) during the year ended December 31, 2020. The expenses consisted of advisor, legal and accounting fees related to the transactions and are included in separation and other transaction costs in the statements of consolidated comprehensive income. Preferred Restructuring Agreement. As discussed in Note 1, on June 17, 2020, concurrently with the closing of the EQM Merger: (i) EQM redeemed $600 million aggregate principal amount of the EQM Series A Preferred Units issued and outstanding immediately prior to the Effective Time for cash at 101% of the EQM Series A Preferred Unit Purchase Price plus any accrued and unpaid distribution amounts and partial period distribution amounts, and (ii) immediately following such redemption, each remaining issued and outstanding EQM Series A Preferred Unit was exchanged for 2.44 Equitrans Midstream Preferred Shares, in each case, in connection with the occurrence of the “Series A Change of Control” (as defined in the Former EQM Partnership Agreement) that occurred upon the closing of the EQM Merger. The Equitrans Midstream Preferred Shares issued were not 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. On June 17, 2020, the Company paid cash of $617.3 million to redeem $600 million aggregate principal amount of the Investors’ EQM Series A Preferred Units and pay partial period distributions on such EQM Series A Preferred Units. At the time of the redemption, the carrying value of the EQM Series A Preferred Units was $590.1 million, resulting in a premium over the carrying value of $27.3 million. The premium represented a return similar to distributions to the holders of the EQM Series A Preferred Units and, as such, reduced net income attributable to Equitrans Midstream common shareholders, and was recorded in retained earnings (deficit) in the statements of consolidated shareholders' equity and mezzanine equity. Pursuant to the Restructuring Agreement, in connection with the Restructuring Closing, the Company filed a statement with respect to shares, attaching a Certificate of Designations (the Certificate of Designations), with the Pennsylvania Department of State on June 17, 2020 to, among other things, authorize and establish the designations, rights and preferences of the Equitrans Midstream Preferred Shares. On August 13, 2020, pursuant to the terms of the Certificate of Designations, the Company paid $10.9 million in the aggregate to holders of Equitrans Midstream Preferred Shares related to forgone partial period distributions on the EQM Series A Preferred Units that were converted into Equitrans Midstream Preferred Shares in connection with the EQM Merger. The Company's Second Amended and Restated Articles of Incorporation (the Restated Articles) set forth the designations, rights and preferences of the Equitrans Midstream Preferred Shares. The Equitrans Midstream Preferred Shares were a new class of security as of June 2020. They rank pari passu with any other outstanding class or series of preferred stock of the Company and senior to Equitrans Midstream common stock with respect to dividend rights and rights upon liquidation. The Equitrans Midstream Preferred Shares vote on an as-converted basis with Equitrans Midstream common stock and have certain other class voting rights with respect to any amendment to the Restated Articles that would be adverse (other than in a de minimis manner) to any of the rights, preferences or privileges of the Equitrans Midstream Preferred Shares. The holders of the Equitrans Midstream Preferred Shares receive cumulative quarterly dividends at a rate per annum of 9.75% for each quarter ending on or before March 31, 2024, and thereafter quarterly dividends at a rate per annum equal to the sum of (i) three-month LIBOR as of the LIBOR Determination Date (as defined in the Restated Articles) in respect of the applicable quarter and (ii) 8.15%; provided that such rate per annum in respect of periods after March 31, 2024 will not be less than 10.50%. The Company is not permitted to pay any dividends on any junior securities, including on Equitrans Midstream common stock, prior to paying the quarterly dividends payable to the Equitrans Midstream Preferred Shares, including any previously accrued and unpaid dividends. Each holder of the Equitrans Midstream Preferred Shares may elect to convert all or any portion of the Equitrans Midstream 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), provided that any conversion involves an aggregate number of Equitrans Midstream Preferred Shares of at least $20.0 million (calculated based on the closing price of Equitrans Midstream common stock on the trading day preceding notice of the conversion) or such lesser amount if such conversion relates to all of a holder’s remaining Equitrans Midstream Preferred Shares or if such conversion is approved by the Company's Board of Directors (Board). So long as the holders of the Equitrans Midstream Preferred Shares have not elected to convert all of their Equitrans Midstream Preferred Shares into Equitrans Midstream common stock, the Company may elect to convert all of the Equitrans Midstream Preferred Shares into Equitrans Midstream common stock, at the then-applicable conversion rate, if (i) the shares of Equitrans Midstream common stock are 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 the shares of Equitrans Midstream common stock are listed for, or admitted to, trading exceeds $27.99 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 shares of Equitrans Midstream common stock are listed for, or admitted to, trading exceeds 1,000,000 shares (subject to certain adjustments) 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 SEC 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 prior accumulated and unpaid dividends in cash in full to the holders. Upon certain events involving a Change of Control (as defined in the Restated Articles) in which more than 90% of the consideration payable to the Company, or to the holders of Equitrans Midstream common stock, is payable in cash, the Equitrans Midstream Preferred Shares will automatically convert into Equitrans Midstream common stock at a conversion ratio equal to the greater of (i) the quotient of (a) the sum of (x) $19.99 (such price, the Equitrans Midstream Preferred Share Issue Price) plus (y) any accrued and unpaid dividends as of such date, including any partial period dividends, with respect to the Equitrans Midstream Preferred Shares, divided by (b) the Equitrans Midstream Preferred Share Issue Price and (ii) the quotient of (a) the sum of (x)(1) the Equitrans Midstream Preferred Share Issue Price multiplied by (2) 110% plus (y) any accrued and unpaid dividends on such date, including any partial period dividends with respect to the Equitrans Midstream Preferred Shares, divided by (b) the volume weighted average price of the shares of Equitrans Midstream common stock for the 30-day period ending immediately prior to the execution of definitive documentation relating to the Change of Control. 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 Equitrans Midstream Preferred Shares may elect to (i) convert all, but not less than all, of its Equitrans Midstream Preferred Shares into Equitrans Midstream common stock at the then-applicable conversion rate, (ii) 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 deliver, in exchange for such holder's Equitrans Midstream Preferred Shares, a substantially equivalent security that has rights, preferences and privileges substantially equivalent to the Equitrans Midstream Preferred Shares (or if the Company is unable to cause such substantially equivalent securities to be issued, to exercise the option described in clause (i) or (iv) hereof or elect to convert such Equitrans Midstream Preferred Shares at a conversion ratio reflecting a multiple of invested capital), (iii) if the Company is the surviving entity, continue to hold the Equitrans Midstream Preferred Shares or (iv) require the Company to redeem the Equitrans Midstream Preferred Shares at a price per share equal to 101% of the Equitrans Midstream Preferred Share Issue Price, plus accrued and unpaid dividends, including any partial period dividends, on the applicable Equitrans Midstream Preferred Shares as of such date, 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 volume-weighted average price 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 Equitrans Midstream Preferred Shares that requires the Company to redeem its Equitrans Midstream Preferred Shares pursuant to clause (iv) above will have the right to withdraw such election with respect to all, but not less than all, of its Equitrans Midstream 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 (i), (ii) or (iii) above. At any time on or after January 1, 2024, the Company will have the right, subject to applicable law, to redeem the Equitrans Midstream Preferred Shares, in whole or in part, by paying cash for each Equitrans Midstream Preferred Share to be redeemed in an amount equal to the greater of (a) the sum of (i)(1) the Equitrans Midstream Preferred Share Issue Price multiplied by (2) 110%, plus (ii) any accrued and unpaid dividends, including partial period dividends, with respect to the Equitrans Midstream Preferred Shares as of such date and (b) the amount the holder of such Equitrans Midstream Preferred Share would receive if such holder had converted such Equitrans Midstream Preferred Share into shares of Equitrans Midstream common stock at the then-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 entered into a registration rights agreement with the Investors (the Registration Rights Agreement) pursuant to which, among other things, the Company gave the Investors certain rights to require the Company to file and maintain one or more registration statements with respect to the resale of the Equitrans Midstream Preferred Shares and the shares of Equitrans Midstream common stock that are issuable upon conversion of the Equitrans Midstream Preferred Shares, and certain Investors have the right to require the Company to initiate underwritten offerings for the Equitrans Midstream Preferred Shares and the shares of Equitrans Midstream common stock that are issuable upon conversion of the Equitrans Midstream Preferred Shares. During the year ended December 31, 2020, as a result of the Restructuring Closing, the Company recorded an increase in mezzanine equity of $667.2 million, a decrease in noncontrolling interest of $579.2 million and a decrease in common stock, no par value, of $100.5 million, net of deferred taxes of $12.5 million. The Equitrans Midstream Preferred Shares are considered redeemable securities under GAAP due to the possibility of redemption outside the Company’s control. They are therefore presented as temporary equity in the mezzanine equity section of the Company’s consolidated balance sheets and are not considered to be a component of shareholders’ equity on the consolidated balance sheets. The Equitrans Midstream Preferred Shares were recorded at fair value as of the date of issuance, and income allocations increase the carrying value and declared dividends decrease the carrying value of the Equitrans Midstream Preferred Shares. As the Equitrans Midstream Preferred Shares are not currently redeemable and not probable of becoming redeemable, adjustment to the initial carrying amount is not necessary and would only be required if it becomes probable that the Equitrans Midstream Preferred Shares would become redeemable. Investment in EQGP EQGP Unit Purchases. On November 29, 2018, the Company entered into written agreements (the Unit Purchase Agreements) with certain investors owning an aggregate of 15,364,421 EQGP common units for $20.00 per EQGP common unit (the Purchase Price). 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 agreement of limited partnership, 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. In addition, on January 10, 2019, EQGP's omnibus agreement with Equitrans Midstream was terminated. Net Changes in Ownership of EQM |
Mergers and Acquisitions
Mergers and Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Mergers and Acquisitions | Mergers and Acquisitions EQM Merger. See Note 2. Bolt-on Acquisition. On March 13, 2019, the Company entered into a Purchase and Sale Agreement with North Haven Infrastructure Partners II Buffalo Holdings, LLC (NHIP), an affiliate of Morgan Stanley Infrastructure Partners, pursuant to which the Company 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 an approximately 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 an approximately 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 the EQM Series A Preferred Units that closed concurrently with the Bolt-on Acquisition. See Note 2 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. 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 the Company. (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 4 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 the Company. 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, 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 previously utilized a useful life of 20 years for the Eureka Midstream- and Hornet Midstream-related intangible assets. As a result of then-expected changes in cash flows due to decreases in producer activity driven by lower natural gas prices in periods subsequent to the Bolt-on Acquisition closing, as of April 1, 2020, the Company prospectively changed the remaining useful life of the Eureka Midstream-related intangible assets to 10.75 years, increasing the expected annual amortization expense by $9.1 million. In addition, as a result of then-expected reductions in future cash flows, as of October 1, 2019, the useful life of the Hornet Midstream-related intangible assets was prospectively changed to 7.25 years. 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 former 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, 2019. 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, 2019; furthermore, the financial information is not intended to be a projection of future results. (in thousands, except per share data) December 31, 2019 Pro forma operating revenues $ 1,661,822 Pro forma net loss $ (44,167) Pro forma net income attributable to noncontrolling interests $ 126,558 Pro forma net loss attributable to Equitrans Midstream $ (170,725) Pro forma loss per share (basic) $ (0.67) Pro forma loss per share (diluted) $ (0.67) |
Impairments of Long-Lived Asset
Impairments of Long-Lived Assets | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Impairments of Long-Lived Assets | Impairments of Long-Lived Assets Goodwill. The three reporting units to which the Company had goodwill during 2019 were (i) the Ohio gathering assets that were acquired in certain prior acquisitions (collectively, Rice Retained Midstream), (ii) the Pennsylvania gathering assets acquired by EQM from Rice Midstream Partners LP (n/k/a RM Partners LP) (RMP) and its general partner (RMP PA Gas Gathering reporting unit) 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). During the third quarter of 2019, the Company identified impairment indicators in the form of significant declines in the unit price of EQM common units and corresponding market capitalization, primarily as a result of continued suppressed natural gas prices and decreased producer drilling activity. Management considered these declines as indicators that the fair value of goodwill was more likely than not below the carrying amounts for the respective Reporting Units. 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 and reference transaction methods. 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. As of August 31, 2019, the Company 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 charges are 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. The following table summarizes the carrying amount of goodwill associated with the Company's Reporting Units for the years ended December 31, 2021, 2020 and 2019. EQM Opco (a) Rice Retained Midstream Eureka/Hornet Total (Thousands) Gross Goodwill $ 1,350,721 $ 150,489 $ — $ 1,501,210 Accumulated impairment losses (261,941) — — (261,941) Goodwill as of January 1, 2019 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 Goodwill as of December 31, 2020 486,698 — — 486,698 Goodwill as of December 31, 2021 $ 486,698 $ — $ — $ 486,698 Gross Goodwill $ 1,350,721 $ 150,489 $ 99,206 $ 1,600,416 Accumulated impairment losses (864,023) (150,489) (99,206) (1,113,718) Goodwill as of December 31, 2021 $ 486,698 $ — $ — $ 486,698 (a) Effective on the EQT Global GGA Effective Date, the RMP PA Gas Gathering reporting unit was merged with and into the EQM Opco reporting unit, with the EQM Opco reporting unit surviving. On February 26, 2020 (the EQT Global GGA Effective Date), the Company (through EQM) entered into a Gas Gathering and Compression Agreement (as amended, the EQT Global GGA) with EQT for the provision of certain gas gathering services to EQT in the Marcellus and Utica Shales of Pennsylvania and West Virginia (as further discussed in Note 6). Prior to the EQT Global GGA Effective Date, the Company operated three reportable operating segments and seven reporting units, which are one level below the operating segment level and are generally based on how segment management reviews the Company's operating results. Commencing with the EQT Global GGA Effective Date, the Company reduced its reporting units from seven to six and maintained its three reportable operating segments. As of the EQT Global GGA Effective Date, the only reporting unit to which the Company had goodwill recorded was the RMP PA Gas Gathering reporting unit. As a result of the EQT Global GGA, the assets under, and operations associated with, the RMP PA Gas Gathering reporting unit and the reporting unit associated with the gas gathering and compression activities of EQM Gathering Opco, LLC, an indirect wholly owned subsidiary of the Company (EQM Opco reporting unit), were combined to service a collective minimum volume commitment (MVC) under the agreement. Therefore, effective on the EQT Global GGA Effective Date, the RMP PA Gas Gathering reporting unit was merged with and into the EQM Opco reporting unit, with the EQM Opco reporting unit surviving. During the first quarter of 2020, the Company identified impairment indicators in the form of significant declines in the unit price of EQM common units and corresponding market capitalization. Management considered these declines as indicators that the fair value of the RMP PA Gas Gathering reporting unit may have been below its carrying amount, and the performance of an interim quantitative goodwill impairment assessment was required. Additionally, as a result of the combination of the RMP PA Gas Gathering reporting unit and the EQM Opco reporting unit, the Company tested both the RMP PA Gas Gathering and the merged EQM Opco reporting units for goodwill impairment. In estimating the fair value of the RMP PA Gas Gathering and the merged EQM Opco reporting units, the Company used a combination of the income approach and the market approach, both as described above. As a result of the interim assessment, the Company determined that the fair values of the RMP PA Gas Gathering reporting unit and the merged EQM Opco reporting unit, as applicable, were greater than their respective carrying values. No impairment to goodwill was recorded during the three months ended March 31, 2020. The Company believes the estimates and assumptions used in estimating its reporting units’ fair values are reasonable and appropriate; however, different assumptions and estimates could materially affect the calculated fair values of the RMP PA Gas Gathering reporting unit and the merged EQM Opco reporting unit and the resulting conclusions on impairment of goodwill, which could materially affect the Company’s results of operations and financial position. Additionally, actual results could differ from these estimates and assumptions may not be realized. During the fourth quarter of 2020, the Company performed a quantitative impairment assessment as required as part of the annual goodwill impairment assessment. As a result of the annual assessment, the Company determined that the fair value of the EQM Opco reporting unit was greater than its carrying value. No impairment to goodwill was recorded as a result of the annual impairment assessment. As of December 31, 2021, the Company's goodwill balance was associated entirely with the EQM Opco reporting unit. During the fourth quarter of 2021, the Company performed a quantitative impairment assessment as required as part of the annual goodwill impairment assessment. As a result of the annual assessment, the Company determined that the fair value of the EQM Opco reporting unit was greater than its carrying value. No impairment to goodwill was recorded as a result of the impairment assessment. However, the EQM Opco reporting unit is susceptible to impairment risk from future adverse market or economic conditions and Company-specific qualitative factors, contractual changes or modifications 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 EQM Opco reporting unit. Long-Lived Assets. During the third quarter of 2019, the Company assessed its long-lived asset groups for impairment 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 (specifically, Hornet Midstream customer-related intangible assets) were not recoverable. 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. 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-regulated transmission and storage assets, integrated with the low-pressure assets due to overlapping operations, a shared costs structure and similar ratemaking structures. During the second quarter of 2019, Equitrans, L.P. reached a settlement related to its FERC Form 501-G report, which was focused solely on the Company’s FERC-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 grouped its FERC-regulated assets in two asset groupings: FERC-regulated transmission and storage assets and FERC-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-regulated low-pressure gathering assets exceeded their undiscounted cash flows. Additionally, following the settlement related to the FERC Form 501-G report, management did not, and currently does not plan to, seek to recover the deficient cash flows through a future rate proceeding. The Company therefore estimated the fair values of FERC-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 during 2019 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. As of March 31, 2020, the Company performed a recoverability test of the Hornet Midstream long-lived assets due to decreased producer activity. As a result of the recoverability test, management determined that the carrying value of the Hornet Midstream long-lived assets (which consisted of gathering assets and customer-related intangible assets) was not recoverable under ASC 360, Impairment Testing: Long-Lived Assets Classified as Held and Used . During the first quarter of 2020, the Company estimated the fair value of the Hornet Midstream asset group and determined that the fair value was not in excess of the assets’ carrying value, which resulted in impairment charges of approximately $37.9 million to the gathering assets and approximately $17.7 million to the customer-related intangible assets both within the Company’s Gathering segment. The non-cash impairment charges were recognized during the first quarter of 2020 and are included in the impairments of long-lived assets line on the statements of consolidated comprehensive income. As of June 30, 2021, the Company performed a recoverability test of the Equitrans Water Services (OH) LLC (Ohio Water) long-lived assets due to decreased producer activity in Ohio within the Company's Water segment. As a result of the recoverability test, management determined that the carrying value of the Ohio Water long-lived assets was not recoverable under ASC 360, Impairment Testing: Long-Lived Assets Classified as Held and Used . The Company estimated the fair value of the Ohio Water asset group and determined that the fair value was less than the assets’ carrying value, which resulted in impairment charges of approximately $56.2 million to the Ohio Water assets within the Company's Water segment. The non-cash impairment charge was recognized during the second quarter of 2021 and is included in the impairments of long-lived assets line on the statements of consolidated comprehensive income. Equity Method Investment. The Company is also required to evaluate its equity method investment in the MVP Joint Venture to determine whether it is impaired under ASC 323, Investments - Equity Method and Joint Ventures . The standard for determining whether an impairment must be recorded under ASC 323 is whether there occurred an other-than-temporary decline in value. The Company monitors events or circumstances that may indicate the carrying value of such investment may have experienced an other-than-temporary decline in value. The fair value of an equity method investment is generally estimated using an income approach under which significant judgments and assumptions include expected future cash flows, the appropriate discount rate and probability-weighted scenarios. Events or circumstances that may be indicative of an other-than-temporary decline in value of an equity method investment include, but are not limited to: • a prolonged period of time that the fair value is below the investor’s carrying value; • the current expected financial performance is significantly worse than anticipated when the investor originally invested in the investee; • adverse regulatory action is expected to substantially reduce the investee’s product demand or profitability; • the investee has lost significant customers or suppliers with no immediate prospects for replacement; • the investee’s discounted or undiscounted cash flows are below the investor’s carrying amount; and • the investee’s industry is declining and significantly lags the performance of the economy as a whole. The estimates that the Company makes with respect to its equity method investment are based upon assumptions that management believes are reasonable, and the impact of variations in these estimates or the underlying assumptions could be material. Additionally, if any joint venture to which the investment relates recognizes an impairment under ASC 360, the Company would be required to record its proportionate share of such impairment loss and would also evaluate such investment for an other-than-temporary decline in value under ASC 323. During 2020, the MVP Joint Venture received certain adverse court rulings in the U.S. Fourth Circuit Court of Appeals. As a result, the Company evaluated its equity method investment in the MVP Joint Venture for impairment during the fourth quarter of 2020 and determined that the fair value of the investment continued to exceed the carrying value and, therefore, no impairment was necessary. The Company estimated the fair value of its investment in the MVP Joint Venture using an income approach that primarily considered probability-weighted scenarios of discounted future net cash flows based on the most recent estimate of total project costs and revenues as of December 31, 2020. These scenarios reflected assumptions and judgments regarding various future court decisions and regulatory authorizations and the impact that those decisions and authorizations may have on the timing and extent of the Company’s investment, including scenarios assuming the full resolution of permitting issues. The Company’s analysis took into account, among other things, growth expectations from additional compression expansion opportunities. The Company generally used an after-tax discount rate of 5.5% in the analysis derived based on a market participant approach. Based on the Company’s then expectations for the MVP Joint Venture's projects, and taking into account, among other things, regulatory considerations, public support for the MVP project by the Chairman of the U.S. Senate Committee on Energy and Natural Resources, and other publicly available information, the Company assigned higher probabilities for scenarios under which the Company received all required legal and regulatory approvals and authorizations and certain compression expansion opportunities are realized. A low probability was assigned to the scenario under which the project is cancelled. During the fourth quarter of 2021, certain legal challenges before the Fourth Circuit regarding regulatory authorizations previously granted to the MVP Joint Venture were completed, other than the issuance of decisions in those matters. In connection with the completion of those proceedings, the Company identified as an indicator of an other-than-temporary decline in value the various uncertain legal outcomes and the potential impacts that certain unfavorable outcomes could have on the then targeted full in-service date for the MVP project and consequent timing for certain projects related thereto and total targeted MVP project costs. In January 2022, the Fourth Circuit vacated and remanded the MVP Joint Venture's authorizations related to the Jefferson National Forest (JNF) received from the Bureau of Land Management and the U.S. Forest Service and, in February 2022, the Fourth Circuit vacated and remanded the Biological Opinion and Incidental Take Statement issued by the U.S. Department of the Interior’s Fish and Wildlife Service for the MVP project. The Company considered these unfavorable decisions by the Fourth Circuit as supplemental evidence in evaluating its equity method investment in the MVP Joint Venture as of December 31, 2021, to determine if the investment’s carrying value exceeded the fair value and, if so, whether that the decline in value was other-than-temporary. The Company estimated the fair value of its investment in the MVP Joint Venture using an income approach that primarily considered revised probability-weighted scenarios of discounted future net cash flows based on the estimates of total project costs and revenues. These scenarios reflected assumptions and judgments regarding the ultimate outcome of further matters relating to, or resulting from, the January and February 2022 Fourth Circuit rulings, as well as various other ongoing legal and regulatory matters affecting the MVP and MVP Southgate projects. Such assumptions and judgments also included certain additional potential delays and related cost increases that could result from unfavorable decisions on these proceedings and matters. The Company’s analysis also took into account, among other things, probability-weighted growth expectations from additional compression expansion opportunities. The Company generally used an after-tax discount rate of 5.5 percent in the analysis derived based on a market participant approach. The Company considered scenarios under which ongoing or new legal and regulatory matters further delay the completion and increase the total costs of the project; all required legal and regulatory approvals and authorizations and certain compression expansion opportunities are realized; and the MVP project is canceled. As a result of the assessment, the Company recognized a pre-tax impairment charge of $1.9 billion that reduced the carrying value of its equity investment in the MVP Joint Venture to approximately $1.2 billion as of December 31, 2021. Given the significant assumptions and judgments used in estimating the fair value of the Company's investment in the MVP Joint Venture, the fair value of the investment in the MVP Joint Venture represents a Level 3 measurement. There is risk that the Company’s equity investment in the MVP Joint Venture may be further impaired in the future. There are ongoing (and may be future) legal and regulatory matters related to the MVP project, any of which could affect the ability to complete or operate the project, as well as legal and regulatory matters related to the MVP Southgate project that must be resolved in connection with the project. Assumptions and estimates utilized in assessing the fair value of the Company’s investment in the MVP Joint Venture may change depending on the nature or timing of resolutions to the legal and regulatory matters or based on other relevant developments. Adverse changes in circumstances relevant to the likelihood of project or expansion completion could prompt the Company, in future assessments, to apply a lower probability of project or expansion completion and such changes in assumptions or estimates (including probability) could have a material adverse effect on the fair value of the Company's investment in the MVP Joint Venture and potentially result in an additional impairment, which could have a material adverse effect on the Company's results of operations and financial position. |
Financial Information by Busine
Financial Information by Business Segment | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Financial Information by Business Segment | Financial Information by Business SegmentThe Company reports its operations in three segments that reflect its three lines of business of Gathering, Transmission and Water, which reflects the manner in which management evaluates the business for making operating decisions and assessing performance. Refer to Note 1 for discussion on business segments. Years Ended December 31, 2021 2020 2019 (Thousands) Revenues from customers: Gathering $ 862,053 $ 1,012,281 $ 1,159,931 Transmission 400,202 393,836 390,520 Water 54,782 104,708 79,791 Total operating revenues $ 1,317,037 $ 1,510,825 $ 1,630,242 Operating income (loss): Gathering (a) $ 414,200 $ 535,976 $ (88,850) Transmission 274,526 275,369 277,731 Water (b) (53,980) 38,756 15,305 Headquarters (c) (1,183) (25,540) (128,186) Total operating income $ 633,563 $ 824,561 $ 76,000 Reconciliation of operating income to net (loss) income: Equity income (d) $ 17,579 $ 233,833 $ 163,279 Impairment of equity method investment (d) (1,926,402) — — Other (expense) income, net (e) (16,104) 17,225 2,661 Loss on extinguishment of debt (41,025) (24,864) — Net interest expense (378,650) (307,380) (256,195) Income tax (benefit) expense (345,091) 105,331 50,704 Net (loss) income $ (1,365,948) $ 638,044 $ (64,959) (a) Impairments of long-lived assets of $55.6 million and $854.3 million for the years ended December 31, 2020 and 2019, respectively, were included in Gathering operating income (loss). See Note 4 for further information. (b) Impairments of long-lived assets of $56.2 million for the year ended December 31, 2021 was included in Water operating income (loss). See Note 4 for further information. (c) Includes separation and other transaction costs and other unallocated corporate expenses. (d) Equity income and impairment of equity method investment are included in the Transmission segment. (e) Includes unrealized (loss) gain on derivative instruments recorded in the Gathering segment. December 31, 2021 2020 2019 (Thousands) Segment assets: Gathering $ 7,638,877 $ 7,739,836 $ 7,572,911 Transmission (a) 2,769,097 4,357,382 3,903,707 Water 151,151 185,802 202,440 Total operating segments 10,559,125 12,283,020 11,679,058 Headquarters, including cash 361,639 442,832 362,651 Total assets $ 10,920,764 $ 12,725,852 $ 12,041,709 (a) The equity investment in the MVP Joint Venture is included in the Transmission segment. Years Ended December 31, 2021 2020 2019 (Thousands) Depreciation: Gathering $ 188,633 $ 172,967 $ 144,310 Transmission 55,310 54,540 51,935 Water 25,233 30,880 26,915 Headquarters 1,228 1,226 4,204 Total $ 270,404 $ 259,613 $ 227,364 Expenditures for segment assets: Gathering (a) $ 223,807 $ 344,873 $ 834,712 Transmission (b) 25,977 45,219 59,313 Water 34,877 11,905 37,457 Headquarters 1,494 4,004 9,779 Total (c) $ 286,155 $ 406,001 $ 941,261 (a) Includes approximately $14.1 million, $41.6 million and $25.9 million of capital expenditures related to noncontrolling interests in Eureka Midstream for the years ended December 31, 2021, 2020 and 2019, respectively. (b) Transmission capital expenditures do not include capital contributions made to the MVP Joint Venture for the MVP and MVP Southgate projects of approximately $287.7 million, $272.8 million and $774.6 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customers | Revenue from Contracts with Customers For the years ended December 31, 2021, 2020 and 2019, all revenues recognized on the Company's statements of consolidated comprehensive income are from contracts with customers. As of December 31, 2021 and 2020, 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. Summary of disaggregated revenues. The tables below provide disaggregated revenue information by business segment. Year Ended December 31, 2021 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues (a) $ 468,156 $ 366,323 $ 5,063 $ 839,542 Volumetric-based fee revenues 393,897 33,879 49,719 477,495 Total operating revenues $ 862,053 $ 400,202 $ 54,782 $ 1,317,037 Year Ended December 31, 2020 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues (a) $ 595,720 $ 364,533 $ 41,798 $ 1,002,051 Volumetric-based fee revenues 416,561 29,303 62,910 508,774 Total operating revenues $ 1,012,281 $ 393,836 $ 104,708 $ 1,510,825 Year Ended December 31, 2019 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues (a) $ 581,118 $ 356,569 $ 11,190 $ 948,877 Volumetric-based fee revenues 578,813 33,951 68,601 681,365 Total operating revenues $ 1,159,931 $ 390,520 $ 79,791 $ 1,630,242 (a) For the years ended December 31, 2021 and 2020, firm reservation fee revenues associated with Gathering included approximately $11.3 million and $15.0 million, respectively, of MVC unbilled revenues. There were no MVC unbilled revenues associated with Gathering during the year ended December 31, 2019. Contract assets. The Company recognizes contract assets primarily in instances where billing occurs subsequent to revenue recognition and the Company's right to invoice the customer is conditioned on something other than the passage of time. The Company's contract assets primarily consist of revenue recognized under contracts containing MVCs (whereby management has concluded (i) it is probable there will be a MVC deficiency payment at the end of the then-current MVC period, which is typically the period beginning at the inception of such contracts through the successive twelve-month periods after that date, and (ii) that a significant reversal of revenue recognized currently for the future MVC deficiency payment will not occur), as well as certain other contractual commitments. As a result, the Company's contract assets related to the Company's future MVC deficiency payments are generally expected to be collected within the next twelve months and are primarily included in other current assets in the Company's consolidated balance sheets until such time as the MVC deficiency payments are invoiced to the customer. The following table presents changes in the Company's unbilled revenue balance during the years ended December 31, 2021 and 2020: Unbilled Revenue 2021 2020 (Thousands) Balance as of beginning of period $ 18,618 $ — Revenue recognized in excess of amounts invoiced (a) 26,779 28,446 Minimum volume commitments invoiced (b) (28,442) (9,828) Amortization (c) (183) — Balance as of end of period $ 16,772 $ 18,618 (a) Primarily includes revenues associated with MVCs that are generally included in firm reservation fee revenues within the Gathering and Water segments. During the year ended December 31, 2021, also includes other contractual commitments of approximately $6.4 million. (b) Unbilled revenues are transferred to accounts receivable once the Company has an unconditional right to consideration from the customer. (c) Amortization of capitalized contract costs paid to customers over the expected life of the agreement. Contract liabilities. The Company's contract liabilities consist of deferred revenue primarily associated with the EQT Global GGA, including advance payments from EQT associated with the Rate Relief Shares (as defined below) acquired by the Company as consideration for certain commercial terms and the initial fair value of the Henry Hub cash bonus payment provision (as defined below). The contract liabilities are classified as current or non-current according to when such amounts are expected to be recognized. As of December 31, 2021, total contract liabilities were $822.4 million, of which $1.1 million was classified as current and recorded in accrued liabilities and $821.3 million was classified as non-current and recorded in contract liability on the Company's consolidated balance sheets. As of December 31, 2020, the contract liabilities were $398.8 million, which was recorded in contract liability on the Company's consolidated balance sheets. Contracts requiring advance payments and the recognition of contract liabilities are evaluated to determine whether the advance payments provide the Company with a significant financing benefit. This determination requires significant judgment and is based on the combined effect of the expected length of time between when the Company transfers the promised goods or services to the customer and when the customer pays for those goods or services and the prevailing interest rates. The Company has assessed the EQT Global GGA and determined that this agreement does not contain a significant financing component. The following table presents changes in the Company's contract liability balances during the years ended December 31, 2021 and 2020: Contract Liability 2021 2020 (Thousands) Balance as of beginning of period $ 398,750 $ — Amounts recorded during the period (a) 300,496 398,750 Change in estimated variable consideration (b) 123,707 — Amounts transferred during the period (c) (537) — Balance as of end of period $ 822,416 $ 398,750 (a) Includes deferred billed revenue during the years ended December 31, 2021 and 2020 primarily associated with the EQT Global GGA. (b) Change in estimated variable consideration represents the increase in total deferred revenue required for gathering MVC revenue with a declining rate structure, resulting from contractual amendments that required total estimated gathering consideration to be reduced. See ' EQT Global GGA ' discussion below for additional information on the contractual amendments. (c) Deferred revenues are recognized as revenue upon satisfaction of the Company's performance obligation to the customer. Summary of remaining performance obligations. The following table summarizes the estimated transaction price allocated to the Company's remaining performance obligations under all contracts with firm reservation fees and MVCs as of December 31, 2021 that the Company will invoice or transfer from contract liabilities and recognize in future periods. 2022 2023 2024 2025 2026 Thereafter Total (Thousands) Gathering firm reservation fees $ 88,587 $ 105,667 $ 157,484 $ 149,923 $ 141,091 $ 1,277,200 $ 1,919,952 Gathering revenues supported by MVCs 441,202 454,236 426,929 445,958 457,120 3,462,805 5,688,250 Transmission firm reservation fees 362,096 358,222 375,984 362,814 357,910 3,222,117 5,039,143 Water revenues supported by MVCs 33,313 37,500 37,500 37,500 37,500 193,750 377,063 Total (a) $ 925,198 $ 955,625 $ 997,897 $ 996,195 $ 993,621 $ 8,155,872 $ 13,024,408 (a) Includes assumptions regarding timing for placing certain project s in-service. Such assumptions may not be realized and d elays in the in-service dates for projects have substantially altered, and additional delays may further substantially alter, the remaining performance obligations for certain contracts with firm reservation fees and/or MVCs. The MVP Joint Venture is accounted for as an equity investment and those amounts are not included in the table above. 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 14 years and 13 years, respectively, as of December 31, 2021. EQT Global GGA. On the EQT Global GGA Effective Date, the Company entered into the EQT Global GGA with EQT for the provision by the Company of certain gas gathering services to EQT in the Marcellus and Utica Shales of Pennsylvania and West Virginia. Pursuant to the EQT Global GGA, EQT is subject to an initial annual MVC of 3.0 Bcf per day that gradually steps up to 4.0 Bcf per day through December 2031 following the full in-service date of the MVP. The EQT Global GGA runs from the EQT Global GGA Effective Date through December 31, 2035, and will renew annually thereafter unless terminated by EQT or the Company pursuant to its terms. Pursuant to the EQT Global GGA, the Company has certain obligations to build connections to connect EQT wells to the Company's gathering system, which are subject to geographical limitations in relation to the dedicated area in Pennsylvania and West Virginia, as well as the distance of such connections to the Company's then-existing gathering system. Management has estimated the total consideration expected to be received over the life of the EQT Global GGA, including gathering MVC revenue with a declining rate structure, the gathering fee credit for certain gathered volumes that also receive separate transmission services under certain transmission contracts (including the FTS (defined below)), the fair value of the Rate Relief Shares (as defined below) and the initial fair value of the Henry Hub cash bonus payment provision. From time to time, and at a minimum, at each reporting date, management reviews and updates, as necessary, the assumptions utilized to estimate the total consideration of the EQT Global GGA. The total consideration is allocated proportionally to the performance obligation under the contract, which is to provide daily MVC capacity over the life of the contract, in order to recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers. The performance obligations will be satisfied during the life of the contract based on a units of production methodology for the daily MVC capacity provided to EQT. Due to the declining rate structure, there will be periods during which the billable gathering MVC revenue will exceed the allocated consideration to the performance obligation, which will result in billable gathering MVC revenue being deferred to the contract liability. The deferred consideration amounts are deferred until recognized in revenue when the associated performance obligation has been satisfied and are classified as current or non-current according to when such amounts are expected to be recognized. In addition to the estimated total consideration allocated to the daily MVC, the EQT Global GGA includes other fees based on variable or volumetric-based services that will be recognized in the period the services are provided. The Company applied judgment in determining the balance sheet classification of the elements of the EQT Global GGA and Share Purchase Agreements (as defined below) under the applicable accounting guidance. The gathering MVC fees payable by EQT to the Company set forth in the EQT Global GGA are subject to potential reductions for certain contract years as set forth in the EQT Global GGA, conditioned to begin the first day of the quarter in which the full in-service date of the MVP occurs, which provide for estimated aggregate fee relief of approximately $270 million in the first twelve-month period, approximately $230 million in the second twelve-month period and approximately $35 million in the third twelve-month period. Further, the EQT Global GGA provides for a fee credit to the gathering rate for certain gathered volumes that also receive separate transmission services under certain transmission contracts. In addition, given that the MVP full in-service date did not occur by January 1, 2022, EQT has an option until December 31, 2022, to forgo approximately $145 million of the gathering fee relief in such first twelve-month period and approximately $90 million of the gathering fee relief in such second twelve-month period in exchange for a cash payment from the Company to EQT in the amount of approximately $196 million (the EQT Cash Option). As consideration for the additional rate relief subject to the EQT Cash Option, the Company purchased shares of its common stock (see Rate Relief Shares discussed and defined below) from EQT. The consideration received for future contractual rate relief associated with the Rate Relief Shares was recorded at a fair value of approximately $121.5 million as a contract liability in accordance with ASC 606 and will be recognized as revenue over the life of the contract. During the fourth quarter of 2021, the Company entered into two amendments to an agreement for firm transportation service (FTS) with EQT that, subject to the satisfaction of certain conditions, would have the effect of extending the primary term of the FTS. As a result of the potential extension, management reassessed the expected gathering fee credit assumptions and, as a result of the impacts to such assumptions, the total consideration expected under the EQT Global GGA was reduced. The Company recognized a cumulative adjustment that decreased revenue and increased contract liability by $123.7 million, respectively, during the year ended December 31, 2021. The cumulative adjustment had no impact to the amount billed to and cash collected from EQT under the EQT Global GGA. The EQT Global GGA provides for potential cash bonus payments payable by EQT to the Company during the period beginning on the first day of the calendar quarter in which the MVP full in-service date occurs through the calendar quarter ending December 31, 2024 (the Henry Hub cash bonus payment provision). The potential cash bonus payments are conditioned upon the quarterly average of certain Henry Hub natural gas prices exceeding certain price thresholds. The Henry Hub cash bonus payment provision meets the definition of an embedded derivative that was required to be bifurcated from the host contract and accounted for separately in accordance with ASC 815, Derivatives and Hedging . The embedded derivative was recorded as a derivative asset at its estimated fair value at inception of approximately $51.5 million and as part of the contract liability to be included in the total consideration to be allocated to the performance obligation under ASC 606. Subsequent changes to the fair value of the derivative instrument through the end of the contract are recognized in other (expense) income, net, on the Company's statements of consolidated comprehensive income. Water Services Letter Agreement and 2021 Water Services Agreement. On February 26, 2020, the Company entered into a letter agreement with EQT relating to the provision of water services in Pennsylvania (such letter agreement, the Water Services Letter Agreement). Subject to the effect of the 2021 Water Services Agreement (as defined below), the Water Services Letter Agreement would have been effective as of the first day of the first month following the MVP full in-service date and would have expired on the fifth anniversary of such date. During each year of the Water Services Letter Agreement, EQT had agreed to pay the Company a minimum $60 million per year Annual Revenue Commitment (ARC) for volumetric water services provided in Pennsylvania, all in accordance with existing water service agreements and new water service agreements entered into between the parties pursuant to the Water Services Letter Agreement (or the related agreements). On October 22, 2021, the Company and EQT entered into a new 10-year, mixed-use water services agreement covering operations within a dedicated area in southwestern Pennsylvania (as subsequently amended, the 2021 Water Services Agreement). The 2021 Water Services Agreement, which upon its effectiveness, replaces the Water Services Letter Agreement and certain other existing Pennsylvania water services agreements, will become effective with the commencement of water delivery service to a certain EQT well pad (anticipated in the first quarter of 2022). Pursuant to the 2021 Water Services Agreement, EQT has agreed to pay the Company a minimum ARC for water services equal to $40 million in each of the first five years of the 10-year contract term and equal to $35 million per year for the remaining five years of the contract term. Share Purchase Agreements. On February 26, 2020, the Company entered into two share purchase agreements (the Share Purchase Agreements) with EQT, pursuant to which the Company agreed to (i) purchase 4,769,496 shares of Equitrans Midstream common stock (the Cash Shares) from EQT in exchange for approximately $46 million in cash, (ii) purchase |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company has certain facility and compressor operating lease contracts that are classified as operating leases in accordance with ASC 842. Leases with an initial term of 12 months or less are considered short-term and are not recorded on the balance sheet. Instead, the short-term leases are recognized in expense on a straight-line basis over the lease term. Upon the adoption of ASC 842 on January 1, 2019, the Company recorded an operating lease right-of-use asset and a corresponding operating lease liability of $49.7 million on its consolidated balance sheets, reflecting the then present value of future lease payments on the Company's facility and compressor lease contracts. As of December 31, 2021 and 2020, the Company had no lease contracts classified as financing leases and was not a lessor; however, the Company was party to a subleasing arrangement whereby the Company, as sublessor, agreed to sublet office space to a third party. The following table summarizes lease cost for the years ended December 31, 2021, 2020 and 2019: Years Ended December 31, 2021 2020 2019 (Thousands) Operating lease cost $ 12,571 $ 14,464 $ 12,858 Short-term lease cost 6,057 5,075 4,642 Variable lease cost 7 168 321 Sublease income (492) (583) (445) Total lease cost $ 18,143 $ 19,124 $ 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 years ended December 31, 2021, 2020 and 2019, cash paid for operating lease liabilities was $12.8 million, $14.8 million and $12.3 million, respectively, 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 The following table summarizes undiscounted cash flows owed by the Company to lessors pursuant to noncancelable contractual agreements in effect as of December 31, 2021 and related imputed interest. December 31, 2021 (Thousands) 2022 $ 10,404 2023 8,065 2024 6,190 2025 4,970 2026 5,040 Thereafter 20,652 Total 55,321 Less: imputed interest 10,911 Present value of operating lease liability $ 44,410 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Related Party Transactions with EQT As of December 31, 2021, EQT remained a related party to the Company due to its ownership of 22,796,026 shares of Equitrans Midstream common stock, which represented an approximately 5.3% ownership interest in the Company, excluding the impact of the Equitrans Midstream Preferred Shares. In the ordinary course of business, the Company 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. Related Party Transactions with EQM ETRN EQM Omnibus Agreements. Pursuant to an omnibus agreement with EQM, the EQM General Partner (as successor to the former EQM general partner) and the Company (the ETRN Omnibus Agreement), the Company performed centralized corporate, general and administrative services for EQM. In exchange, EQM reimbursed the Company for the expenses incurred by the Company in providing these services. In connection with the entry by EQM and the Company into an Assignment and Bill of Sale on March 31, 2019, 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 under the Assignment and Bill of Sale. In connection with the EQM Merger, the ETRN Omnibus Agreement terminated at the Effective Time, subject to the survival of certain license rights and indemnification obligations. See Note 2. Secondment Agreement . Pursuant to a secondment agreement, employees of the Company and its affiliates were, prior to the closing of the EQM Merger, seconded to EQM to provide operating and other services with respect to EQM's business under the direction, supervision and control of EQM. EQM reimbursed the Company and its affiliates for the services provided by the seconded employees. The expenses for which EQM reimbursed the Company and its affiliates were not necessarily reflective of the actual expenses that EQM would incur on a stand-alone basis. EQM is unable to estimate what those expenses would be on a stand-alone basis. In connection with the EQM Merger, the Company's secondment agreement with EQM terminated at the Effective Time. See Note 2. Summary of Related Party Transactions The following table summarizes the Company's related party transactions. Years Ended December 31, 2021 2020 2019 (Thousands) Operating revenues $ 777,276 $ 964,220 $ 1,122,626 Separation and other transaction costs — — (1,440) Equity income (a) 17,579 233,833 163,279 Interest income from the Preferred Interest 5,767 6,053 6,324 Capital contributions to the MVP Joint Venture (a) (287,665) (272,801) (774,593) Principal payments received on the Preferred Interest 5,217 5,003 4,661 Net distributions to EQT — — (93,666) (a) Associated with the Company's ownership in the MVP Joint Venture. See Note 9 for further detail. The following table summarizes the Company's related party receivables and payables. December 31, 2021 2020 (Thousands) Accounts receivable $ 190,410 $ 199,674 Contract asset 2,246 2,207 Investments in unconsolidated entity 1,239,039 2,796,316 Preferred Interest 99,838 105,056 Capital contributions payable to the MVP Joint Venture 72,188 10,723 Contract liability 818,658 398,750 |
Investment in Unconsolidated En
Investment in Unconsolidated Entity | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Entity | Investment in Unconsolidated Entity The MVP Joint Venture is constructing the Mountain Valley Pipeline (MVP), an estimated 300-mile natural gas interstate pipeline that is designed to span from northern West Virginia to southern Virginia. The Company will operate the MVP and owned a 46.8% interest in the MVP project as of December 31, 2021. On November 4, 2019, Consolidated Edison, Inc. (Con Edison) exercised an option to cap its investment in the construction of the MVP project at approximately $530 million (excluding AFUDC). The Company and NextEra Energy, Inc. are obligated to, 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. Such funding by the Company and funding by other members has and will correspondingly increase the Company's and such other funding members' respective interests in the MVP project and decrease Con Edison's interest in the MVP project. As a result, depending on the project's total cost, the Company's equity ownership in the MVP project will progressively increase to a percentage in excess of approximately 46.8%. 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 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, which is a proposed 75-mile interstate pipeline that is contemplated to extend from the MVP at Pittsylvania County, Virginia to new delivery points in Rockingham and Alamance Counties, North Carolina. The Company is expected to operate the MVP Southgate pipeline and owned a 47.2% interest in the MVP Southgate project as of December 31, 2021. The MVP Joint Venture is evaluating the MVP Southgate project, including engaging in discussions with the project shipper, Dominion Energy North Carolina, regarding options with respect to the project, including potentially refining the project’s design and timing in lieu of pursuing the project as originally contemplated. Dominion Energy North Carolina’s obligations under the precedent agreement in support of the original project are subject to certain conditions, including that the MVP Joint Venture complete construction of the project facilities by June 1, 2022, which deadline is subject to extension by virtue of previously declared events of force majeure. The Company is unable to predict the results of the discussions between the MVP Joint Venture and Dominion Energy North Carolina, including any potential modifications to the project, or ultimate undertaking or completion of the project. In November 2021, the MVP Joint Venture issued a capital call notice for the funding of the MVP project to MVP Holdco, LLC (MVP Holdco), a wholly owned subsidiary of the Company, for $72.0 million, of which $52.9 million and $19.1 million was paid in January 2022 and February 2022, respectively. The capital contributions payable and the corresponding increase to the investment balance are reflected on the consolidated balance sheet as of December 31, 2021. 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 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. Based on EQM's credit rating levels in the first quarter of 2020, EQM delivered replacement credit support to the MVP Joint Venture in the form of letters of credit in the amounts of approximately $220.2 million and $14.2 million with respect to the MVP and MVP Southgate projects, respectively. In connection with delivering such letters of credit as replacement performance assurances, EQM's performance guarantees associated with the MVP and MVP Southgate projects were terminated. As of December 31, 2021, the letter of credit with respect to the MVP project was in the amount of approximately $219.7 million. Upon the FERC’s initial release to begin construction of the MVP Southgate project, the Company’s current letter of credit to support MVP Southgate will be terminated, and the Company will be obligated to deliver a new letter of credit (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. The following tables summarize the condensed consolidated financial statements of the MVP Joint Venture in relation to the MVP project. Condensed Consolidated Balance Sheets December 31, 2021 2020 (Unaudited) (Thousands) Current assets $ 148,820 $ 146,054 Non-current assets 6,432,288 5,848,298 Total assets $ 6,581,108 $ 5,994,352 Current liabilities $ 160,331 $ 217,086 Equity 6,420,777 5,777,266 Total liabilities and equity $ 6,581,108 $ 5,994,352 Condensed Statements of Consolidated Operations Years Ended December 31, 2021 2020 2019 (Unaudited) (Thousands) Operating expenses $ (399) $ (360) $ (2,416) Other income 18 288 6,243 Net interest income 11,452 150,995 105,382 AFUDC – equity 26,722 352,323 245,890 Net income $ 37,793 $ 503,246 $ 355,099 The Company's ownership interest in the MVP Joint Venture related to the MVP project is significant for the years ended December 31, 2020 and 2019 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, 2020 and for the years ended December 31, 2020 and 2019 as Exhibit 99.1 to this Annual Report on Form 10-K. |
Share-based Compensation Plans
Share-based Compensation Plans | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Compensation Plans | Share-based Compensation Plans The Company maintains employee share-based compensation plans for restricted stock, restricted stock units, performance awards, stock options and other equity or cash-based awards as governed by the Equitrans Midstream Corporation 2018 Long-Term Incentive Plan, as amended (the 2018 Plan), which was effective as of November 12, 2018. Non-employee members of the Company's Board receive phantom units in connection with their board service payable in Company common stock upon the director's termination of services from the Board. 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 38,592,386 shares. In accordance with an Employee Matters Agreement by and between the Company and EQT entered into on November 12, 2018 in connection with the Separation (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 included awards that were share-settled and awards satisfied in cash, which were treated as liability awards. The Company recognizes share-based compensation expense related to unvested awards held by its employees, no matter which entity settles the obligation. Changes in performance and the number of outstanding awards can impact the ultimate amount of the Company's performance awards to be settled. Share-based awards to be settled in Equitrans Midstream common stock upon settlement are 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 (i) its employees in connection with compensation programs adopted by the Company and (ii) employees of the Company and EQT (or, as applicable, former employees of the Company or EQT) pursuant to the Employee Matters Agreement. The following table summarizes the components of share-based compensation expense for the years ended December 31, 2021, 2020 and 2019. Years Ended December 31, 2021 2020 2019 (Thousands) 2017 Incentive PSU Program — — (893) 2018 Incentive PSU Program — 698 (360) 2019 Equitrans Midstream PSU Program 984 4,935 — 2020 Equitrans Midstream PSU Program 1,297 2,317 — 2021 Equitrans Midstream PSU Program 5,940 — — 2018 EQT Value Driver Performance Share Unit Award Program — — 637 Restricted stock awards 11,268 7,422 5,197 Other programs, including non-employee director awards 3,205 1,577 1,833 Total share-based compensation expense $ 22,694 $ 16,949 $ 6,414 The Company capitalizes compensation cost for its share-based compensation awards based on an employee's job function. Capitalized compensation costs for the years ended December 31, 2021, 2020 and 2019 were $4.2 million, $1.9 million and ($0.5) million, respectively. The Company recorded $2.0 million, $0.2 million, and $0.7 million for the years ended December 31, 2021, 2020 and 2019, respectively, of tax expense for excess tax benefits related to share-based compensation plans. Performance Share Unit Programs – Equity & Liability The Company assumed portions of 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) at the Separation Date. The Management Development and Compensation Committee of the Company's Board (the Compensation Committee) adopted the Equitrans Midstream Corporation 2019 Performance Share Unit Program (the 2019 Equitrans Midstream PSU Program), the Equitrans Midstream Corporation 2020 Performance Share Unit Program (the 2020 Equitrans Midstream PSU Program) and the Equitrans Midstream Corporation 2021 Performance Share Unit Program (the 2021 Equitrans Midstream PSU Program). The 2017 Incentive PSU Program, the 2018 Incentive PSU Program (collectively, the EQT Incentive PSU Programs), the 2019 Equitrans Midstream PSU Program, the 2020 Equitrans Midstream PSU Program and the 2021 Equitrans Midstream PSU Program (collectively, the Equitrans Midstream PSU Programs) are referred to herein as the Incentive PSU Programs. The Incentive PSU Programs vest in both equity and liability awards. The Company established the Equitrans Midstream PSU Programs 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, except for the 2020 Equitrans Midstream PSU Program, is 36 months, with vesting occurring upon payment following the expiration of the performance period, subject to continued service through such vesting date. The awards under the 2020 Equitrans Midstream PSU Program may be earned over four separate performance periods as follows: (i) 20% for each of the three calendar years that occur following the vesting commencement date (i.e., the 2020, 2021 and 2022 calendar years) and (ii) 40% for the cumulative three-year period following the vesting commencement date (i.e., January 1, 2020 through December 31, 2022), with vesting occurring upon payment following the expiration of the cumulative three-year performance period, subject to continued service through such vesting date. The 2019 Equitrans Midstream PSU Program awards will be earned based on the level of Equitrans Midstream total shareholder return relative to a predefined peer group and the cumulative Equitrans Midstream total shareholder return. The Equitrans Midstream PSU Program awards granted in 2020 and 2021 will be earned based on the level of Equitrans Midstream total shareholder return relative to a predefined peer group (with respect to the 2020 Equitrans Midstream PSU Program awards not to exceed 100% if the Company's total shareholder return is less than zero percent). The payout factor for the Equitrans Midstream PSU Programs vary between zero and 200% of the number of outstanding units, each contingent on the applicable performance metrics. The Company recorded the portions of the Incentive PSU Programs 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 applicable performance period. The Incentive PSU Programs 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 applicable 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. The vesting of units under each Incentive PSU Program occurs upon payment following the expiration of the applicable performance period, subject to continued service through such date, and the satisfaction of the underlying performance or market condition. The following table provides detailed information on each award: Incentive PSU Program Settled In Accounting Treatment Fair Value (a) Vested/ Payment Date Awards Paid Value Unvested/ Expected Payment Date Awards Outstanding as of December 31, 2021 (b) 2017 Stock Equity $ 120.60 February 2020 66,822 $ 8.1 N/A N/A 2017 Cash Liability $ 13.36 February 2020 146,387 2.0 N/A N/A 2018 Stock Equity $ 76.53 February 2021 40,349 3.1 N/A N/A 2018T1 Cash Liability $ 8.04 February 2021 40,769 0.3 N/A N/A 2018T2 Cash Liability $ — February 2021 — — N/A N/A 2019 Stock Equity $ 15.03 N/A N/A N/A First Quarter of 2022 474,488 2019 Cash Liability $ — N/A N/A N/A First Quarter of 2022 209,525 2020 Stock Equity $ 5.59 N/A N/A N/A First Quarter of 2023 703,583 2020 Cash Liability $ 7.19 N/A N/A N/A First Quarter of 2023 406,050 2021 Stock Equity $ 8.77 N/A N/A N/A First Quarter of 2024 1,481,126 2021 Cash Liability $ 13.73 N/A N/A N/A First Quarter of 2024 856,190 (a) Grant date fair value was determined using a Monte Carlo simulation for equity awards. For unvested liability awards, the fair value was determined using a Monte Carlo simulation as of the measurement date. For vested liability awards, the fair value is equal to the Company’s stock price at the end of the performance period. (b) Represents the number of outstanding units as of December 31, 2021, adjusted for forfeitures, to be settled in stock or cash. 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, 2021 2020 2019 Accounting Treatment Liability (a) Equity Liability (a) Equity Equity Risk-free rate 0.67 % 0.16 % 0.28 % 0.39 % 2.54 % Dividend yield N/A N/A N/A N/A N/A Volatility factor 61.0 % 61.0 % 42.0 % 53.0 % 30.0 % 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. Restricted Stock Awards – Equity The Company granted 660,250, 491,640 and 344,796 restricted stock equity awards during the years ended December 31, 2021, 2020 and 2019, respectively, to key employees of the Company. The restricted stock granted will be fully vested at the end of the three-year period commencing with the vesting commencement date, assuming continued service through such date. As of December 31, 2021, $5.5 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 1.24 years. A summary of restricted stock equity award activity during the year ended December 31, 2021 is presented below. Non-vested Shares (a) Weighted Average Fair Value Aggregate Grant Date Fair Value Outstanding at January 1, 2021 841,068 $ 17.08 $ 14,366,346 Granted 660,250 8.04 5,308,410 Vested (58,185) 44.20 (2,572,026) Forfeited (49,732) 11.17 (555,522) Outstanding at December 31, 2021 1,393,401 $ 11.88 $ 16,547,208 (a) Non-vested shares outstanding at December 31, 2021 will be settled by the Company once vested, assuming continued service through such date. Restricted Stock Unit Awards – Liability The Company granted 430,800, 455,619, and 271,233 restricted stock liability awards during the years ended December 31, 2021, 2020 and 2019, respectively, to key employees of the Company. The restricted stock units granted will be fully vested at the end of the three-year period commencing with the vesting commencement date, assuming continued service through such date. The total liability recorded for these restricted units was $7.9 million and $4.5 million as of December 31, 2021 and 2020, respectively. A summary of restricted stock unit liability award activity during the year ended December 31, 2021 is presented below. Non-vested Shares (a) Weighted Average Fair Value Aggregate Grant Date Fair Value Outstanding at January 1, 2021 877,596 $ 15.46 $ 13,565,895 Granted 430,800 8.06 3,472,652 Vested (190,036) 20.76 (3,944,942) Forfeited (38,656) 10.73 (414,837) Outstanding at December 31, 2021 1,079,704 $ 11.74 $ 12,678,768 (a) Non-vested shares outstanding at December 31, 2021 will be settled by the Company once vested, assuming continued service through such date. Value Driver Performance Share Unit Award Programs Under the 2018 EQT Value Driver Performance Share Unit Award Program (the 2018 EQT VDA), 50% of the awards confirmed vested upon payment following the first anniversary of the grant date, and the remaining 50% of the awards confirmed vested upon payment following the second anniversary of the grant date subject to continued service through such dates. The following table provides detailed information on the 2018 EQT VDA award: EQT VDA Program Settled In Accounting Treatment Fair Value per Unit (a) Vested/ Payment Date Cash Paid Unvested/ Expected Payment Date Awards Outstanding as of 2018 Cash Liability $ 20.02 February 2019 $ 4.1 N/A N/A 2018 Cash Liability $ 13.36 February 2020 $ 2.3 N/A N/A (a) The fair value per unit is based on the Company's common stock price on the measurement date. Non-Qualified Stock Options In connection with the Separation, the Company assumed stock options related to EQT share-based compensation awards. Stock options outstanding and exercisable as of December 31, 2021 were 464,876, have a weighted average exercise price of $38.55 and expire between 2022 and 2028. There was no stock option activity during the years ended December 31, 2021, 2020 and 2019. There were no unrecognized compensation costs related to outstanding non-vested stock options as of December 31, 2021. Phantom Units The Company grants phantom unit awards to certain non-employee directors that serve or at the time of grant served on the Board. Director phantom units expected to be satisfied in Company common stock vest on the date of grant and are recorded based on the grant date fair value, which is determined based upon the closing price of the Company’s common stock on the trading day before the grant date. The value of director phantom units is paid in Company common stock upon the director's termination of service on the Board. Prior to the completion of the EQGP Buyout and the EQM Merger, respectively, EQGP's general partner and EQM's general partner, as applicable, granted phantom unit awards to certain non-employee directors of EQGP's general partner and EQM's general partner, respectively. A total of 512,440 Equitrans Midstream non-employee director share-based awards including accrued dividends were outstanding as of December 31, 2021. A summary of phantom units' activity for the years ended December 31, 2021, 2020 and 2019 is presented below. Years Ended December 31, 2021 2020 2019 Grants Weighted Average Fair Value Compensation Expense (Millions) Grants Weighted Average Fair Value Compensation Expense (Millions) Grants Weighted Average Fair Value Compensation Expense (Millions) Equitrans Midstream phantom units 149,280 $ 8.04 $ 1.2 92,760 $ 11.51 $ 1.1 45,000 $ 20.02 $ 0.9 EQGP phantom units (a) — $ — $ — — $ — $ — 8,500 $ 20.00 $ 0.2 EQM phantom units (b) — $ — $ — 9,540 $ 29.91 $ 0.3 5,910 $ 43.25 $ 0.3 (a) In connection with the completion of the EQGP Buyout, the non-employee directors of EQGP's general partner were paid the Purchase Price for each EQGP phantom unit that they held. See Note 2. (b) In connection with the closing of the EQM Merger, the non-employee directors of the EQM General Partner received the Merger Consideration for each EQM phantom unit that they held. See Note 2. 2022 Awards Effective in January 2022, the Compensation Committee adopted the Equitrans Midstream Corporation 2022 Performance Share Unit Program (2022 PSU Program) under the 2018 Plan. The 2022 PSU Program was established to align the interests of key employees with the interests of shareholders and the strategic objectives of the Company. In January 2022, 1,997,750 units were granted under the 2022 PSU Program. The vesting of the units under the 2022 PSU Program will occur upon payment after the expiration of the Performance Period, which is January 1, 2022 to December 31, 2024, assuming continued employment with the Company. The payout will vary between zero and 200% of the number of outstanding units contingent upon the level of total shareholder return relative to a predefined peer group during the Performance Period. If earned at the target payout level of 100%, 1,274,910 of the 2022 PSU Program units are expected to be distributed in Company common stock and 722,840 of the 2022 PSU Program units are expected to be paid in cash. In January 2022, 546,520 restricted stock equity and 310,320 restricted stock unit liability awards were granted. The restricted stock equity awards and restricted stock unit liability awards will be fully vested at the end of the three-year period commencing on January 1, 2022, assuming continued employment with the Company. Employee Savings Plan For the years ended December 31, 2021, 2020 and 2019, the Company recognized expense related to its defined contribution plan of $7.6 million, $8.1 million and $7.8 million, respectively. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table presents the Company's and its consolidated subsidiaries' outstanding debt as of December 31, 2021 and 2020. December 31, 2021 December 31, 2020 Principal Carrying Value (a) Fair Value (b) Principal Carrying Value (a) Fair Value (b) (Thousands) Amended EQM Credit Facility $ 225,000 $ 225,000 $ 225,000 $ 485,000 $ 485,000 $ 485,000 Eureka Credit Facility (c) 280,000 280,000 280,000 302,500 302,500 302,500 Total credit facility borrowings $ 505,000 $ 505,000 $ 505,000 $ 787,500 $ 787,500 $ 787,500 Amended 2019 EQM Term Loan Agreement — — — 1,400,000 1,397,768 1,400,000 EQM 4.00% Senior Notes due 2024 500,000 498,014 522,695 500,000 497,245 515,455 EQM 4.125% Senior Notes due 2026 500,000 495,816 517,695 500,000 494,966 512,285 EQM 4.50% Senior Notes due 2029 800,000 790,927 834,856 — — — EQM 4.75% Senior Notes due 2023 600,000 598,088 628,380 1,100,000 1,094,235 1,162,590 EQM 4.75% Senior Notes due 2031 1,100,000 1,087,493 1,166,220 — — — EQM 5.50% Senior Notes due 2028 850,000 842,657 939,684 850,000 841,538 933,980 EQM 6.50% Senior Notes due 2048 550,000 539,778 673,458 550,000 539,393 582,995 EQM 6.00% Senior Notes due 2025 700,000 692,662 763,091 700,000 690,565 767,375 EQM 6.50% Senior Notes due 2027 900,000 889,510 1,014,417 900,000 887,602 1,020,060 Total long-term debt $ 6,500,000 $ 6,434,945 $ 7,060,496 $ 6,500,000 $ 6,443,312 $ 6,894,740 (a) Carrying values of the senior notes and term loans represent principal amount less unamortized debt issuance costs and debt discounts. (b) See Note 12 for a discussion of fair value measurements. (c) Includes aggregate borrowings outstanding on the 2021 Eureka Credit Facility (as defined below) as of December 31, 2021 and on the Former Eureka Credit Facility (as defined below) as of December 30, 2020. As of December 31, 2021, the combined aggregate amounts of maturities for long-term debt were as follows: zero in 2022, $0.6 billion in 2023, $0.5 billion in 2024, $0.7 billion in 2025, $0.5 billion in 2026 and $4.2 billion in 2027 and thereafter. 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) that provided for a senior secured term loan facility in an aggregate principal amount of $600 million (the ETRN Term Loans). 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 primarily used to fund the EQGP Buyout, including certain fees, costs and expenses in connection therewith, and the remainder was used for general corporate purposes. On March 3, 2020, EQM drew $650.0 million under the EQM Credit Facility (defined below) and transferred such funds to the Company, pursuant to a senior unsecured term loan agreement with the Company. The Company utilized a portion of such funds to pay off all of the amounts outstanding under the ETRN Term Loans and the ETRN Term Loan Credit Agreement was terminated. As a result, the Company wrote off $24.4 million of unamortized discount and financing costs related to the ETRN Term Loan Credit Agreement. The write off charge is included in the loss on early extinguishment of debt line on the statements of consolidated comprehensive income. On September 29, 2020, the Company made a prepayment to EQM of all principal, interest, fees and other obligations outstanding under the senior unsecured term loan agreement and terminated the agreement. During the period from January 1, 2020 to March 3, 2020, the weighted average annual interest rate was approximately 6.2%. For the year ended December 31, 2019, the weighted average annual interest rate was approximately 6.8%. Equitrans Midstream Credit Facility. In October 2018, Equitrans Midstream entered into a senior secured revolving credit facility agreement that provided for $100 million in borrowing capacity (the Equitrans Midstream Credit Facility). Equitrans Midstream amended the Equitrans Midstream Credit Facility on December 31, 2018 to, among other things, permit the incurrence of the borrowings under the ETRN Term Loan Credit Agreement. The Equitrans Midstream Credit Facility, which was available for general corporate purposes and to fund ongoing working capital requirements, was terminated on March 3, 2020 in conjunction with the Company's termination of the ETRN Term Loan Credit Agreement (see above). As a result, the Company wrote off $0.5 million of unamortized financing costs related to the Equitrans Midstream Credit Facility. The write off charge is included in the loss on early extinguishment of debt line on the statements of consolidated comprehensive income. The Company had no borrowings and no letters of credit outstanding under the Equitrans Midstream Credit Facility during the period from January 1, 2020 to March 3, 2020. During the year ended December 31, 2019, the maximum outstanding borrowings under the Equitrans Midstream Credit Facility was $44 million, the average daily balance was approximately $3.2 million and the weighted average annual interest rate was 4.2%. Commitment fees paid to maintain credit availability under the Equitrans Midstream Credit Facility were approximately $0.1 million for the period from January 1, 2020 to March 3, 2020, and $0.5 million for the year ended December 31, 2019. EQM Revolving Credit Facility. On October 31, 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). On March 30, 2020, EQM entered into an amendment (the First Amendment) to the EQM Credit Facility (as amended, the First Amended EQM Credit Facility) which, among other things, amended certain defined terms and negative covenants in the EQM Credit Facility. On April 16, 2021, EQM entered into a second amendment (the Second Amendment) to the EQM Credit Facility (as amended by the First Amendment and the Second Amendment, the Amended EQM Credit Facility). The Second Amendment amended, among other things: • certain defined terms, including: • the definition of “Applicable Rate” in the First Amended EQM Credit Facility such that: (i) Base Rate Loans (as defined in the Amended EQM Credit Facility) bear interest at a base rate plus a margin of 0.125% to 2.000% determined on the basis of EQM’s then-current credit ratings and (ii) Eurodollar Rate Loans (as defined in the Amended EQM Credit Facility) bear interest at a Eurodollar Rate (as defined in the Amended EQM Credit Facility) plus a margin of 1.125% to 3.000% also determined on the basis of EQM’s then-current credit ratings; and • the definition of “Qualified Project” in the First Amended EQM Credit Facility and certain related definitions, which, collectively, have the effect of removing the designation of the MVP project and the Hammerhead pipeline as Qualified Projects on a go-forward basis after March 31, 2021 under the Amended EQM Credit Facility, and eliminating certain addbacks to Consolidated EBITDA (as defined in the Amended EQM Credit Facility) that previously were available in connection with the MVP project and the Hammerhead pipeline; and • the financial covenant under the First Amended EQM Credit Facility, pursuant to which, except for certain measurement periods following the consummation of certain acquisitions during which the Consolidated Leverage Ratio (as defined in the Amended EQM Credit Facility) cannot exceed the greater of 5.50 to 1.00 or the maximum ratio otherwise permitted under the Amended EQM Credit Facility for the applicable period, the Consolidated Leverage Ratio cannot exceed, (i) for each fiscal quarter ending on and after June 30, 2021 and on or prior to September 30, 2022, 5.95 to 1.00, (ii) for the fiscal quarter ending on December 31, 2022, 5.25 to 1.00, and (iii) for each fiscal quarter ending after December 31, 2022, 5.00 to 1.00. The Second Amendment also reduced the aggregate commitments available under the Amended EQM Credit Facility to $2.25 billion, and the commitment of each lender thereunder was reduced accordingly on a pro rata basis. The Amended EQM Credit Facility is available for general partnership purposes, including to purchase assets, to make investments, to fund working capital requirements and capital expenditures and to pay distributions. Subject to satisfaction of certain conditions, the Amended 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 Amended 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 Amended EQM Credit Facility subject to the satisfaction of certain conditions (which term loans would be secured by cash, qualifying investment grade securities or a combination thereof). The Company’s obligations in respect of the revolving borrowings made under the Amended EQM Credit Facility are unsecured. As of December 31, 2021, no term loans were outstanding under the Amended EQM Credit Facility. As of December 31, 2021, EQM had approximately $225 million of borrowings and $234.9 million of letters of credit outstanding under the Amended EQM Credit Facility. As of December 31, 2020, EQM had approximately $485 million of borrowings and $246 million of letters of credit outstanding under the First Amended EQM Credit Facility. During the years ended December 31, 2021, 2020 and 2019, the maximum outstanding borrowings were $525 million, $2,040 million and $1,690 million, respectively; the average daily balances were approximately $395 million, $852 million and $846 million, respectively; and the weighted average annual interest rates were approximately 2.6%, 2.9% and 3.6%, respectively. For the years ended December 31, 2021, 2020 and 2019, commitment fees of $7.4 million, $7.2 million and $4.6 million, respectively, were paid to maintain credit availability under the Amended EQM Credit Facility. Amended 2019 EQM Term Loan Agreement. In August 2019, EQM entered into a term loan agreement (the 2019 EQM Term Loan Agreement) that provided for unsecured term loans (the EQM Term Loans) in an aggregate principal amount of $1.4 billion. On March 30, 2020, EQM entered into an amendment to the 2019 EQM Term Loan Agreement (as amended, the Amended 2019 EQM Term Loan Agreement) which, among other things, amended certain defined terms and negative covenants in the 2019 EQM Term Loan Agreement. On January 8, 2021, EQM (i) applied a portion of the proceeds from the issuance of the 2021 Senior Notes (as defined below) to prepay all principal, interest, fees and other obligations outstanding under the Amended 2019 EQM Term Loan Agreement and (ii) terminated the Amended 2019 EQM Term Loan Agreement and the loan documents associated therewith. EQM repaid outstanding loans with a principal amount of $1.4 billion in connection with the termination of the Amended 2019 EQM Term Loan Agreement. Prior to its termination in January 2021, the Amended 2019 EQM Term Loan Agreement would have matured in August 2022. The Amended 2019 EQM Term Loan Agreement provided 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. As of December 31, 2020, EQM had $1.4 billion of borrowings outstanding under the Amended 2019 EQM Term Loan Agreement. During the period from January 1, 2021 through January 7, 2021, the weighted average annual interest rate was approximately 2.4%. During the year ended December 30, 2020 and for the applicable portions of the year ended December 31, 2019, the weighted average annual interest rates were approximately 2.7% and 3.3%, respectively. Eureka Credit Facilities. On May 13, 2021, Eureka Midstream, LLC (Eureka), a wholly owned subsidiary of Eureka Midstream, repaid all outstanding principal borrowings plus accrued and unpaid interest under and terminated its credit facility with ABN AMRO Capital USA LLC, as administrative agent, the lenders party thereto from time to time and any other persons party thereto from time to time (the Former Eureka Credit Facility). No early termination or prepayment penalties were incurred as a result of the termination of the Former Eureka Credit Facility or the repayment of outstanding amounts under the facility. In connection with the termination of the Former Eureka Credit Facility, all guaranties and liens securing the obligations under the Former Eureka Credit Facility were terminated and released. Prior to its termination, the Former Eureka Credit Facility was scheduled to mature on August 25, 2021. In conjunction with the termination of, and to fund the repayment of all outstanding amounts under the Former Eureka Credit Facility, on May 13, 2021, Eureka entered into a $400 million senior secured revolving credit facility with Sumitomo Mitsui Banking Corporation, as administrative agent, the lenders party thereto from time to time and any other persons party thereto from time to time (the 2021 Eureka Credit Facility). The 2021 Eureka Credit Facility matures on November 13, 2024, and 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. Subject to the satisfaction of certain conditions, the 2021 Eureka Credit Facility has an accordion feature that allows Eureka to increase the available borrowings under the facility to an amount no greater than $500 million of total commitments. The 2021 Eureka Credit Facility also has a sublimit of up to $20 million for same-day swing line advances. Under the terms of the 2021 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 is equal to the highest of (i) the prime rate as quoted by the Wall Street Journal, (ii) the one-month Adjusted Eurodollar Rate (as defined in the 2021 Eureka Credit Facility) plus 1.0% or (iii) the Federal Funds effective rate plus 0.5% per annum; plus the Applicable Margin (as defined in the 2021 Eureka Credit Facility). 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 for committed loans, and the 30-day rate of interest per annum appearing in Bloomberg Page BBAM1 as the London interbank offered rate for deposits in dollars for swing line advances, plus the Applicable Margin. The Applicable Margin ranges from 1.00% to 2.25% in the case of base rate loans and from 2.00% to 3.25% in the case of Eurodollar rate loans, in each case, depending on Eureka's consolidated leverage ratio. The 2021 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 each case and as applicable, subject to certain specified exceptions. In addition, the 2021 Eureka Credit Facility contains certain specified events of default such as insolvency, nonpayment of scheduled principal or interest obligations, loss and failure to replace certain material contracts, change of control and cross-default related to the acceleration or default of certain other financial obligations. Under the 2021 Eureka Credit Facility, Eureka is required to maintain a Consolidated Leverage Ratio (as defined in the 2021 Eureka Credit Facility) 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), tested as of the end of each fiscal quarter. If Eureka has issued senior notes of $200 million or more in the aggregate as of the end of any fiscal quarter, then for such fiscal quarter and for each fiscal quarter thereafter, Eureka is required to maintain a Consolidated Leverage Ratio of not more than 5.25 to 1.00 and will not permit the ratio of senior indebtedness to four-quarter Consolidated EBITDA (as defined in the 2021 Eureka Credit Facility) as of the end of any such quarter to exceed 3.50 to 1.00. Additionally, as of the end of any fiscal quarter, Eureka will not permit the ratio of Consolidated EBITDA for the four fiscal quarters then ending to Consolidated Interest Charges (as defined in the 2021 Eureka Credit Facility) to be less than 2.50 to 1.00. Notwithstanding anything to the contrary, the 2021 Eureka Credit Facility provides Eureka with an equity cure right if it fails to abide by such financial covenants. As of December 31, 2021, Eureka had approximately $280 million of borrowings outstanding under the 2021 Eureka Credit Facility. As of December 31, 2020, Eureka had approximately $303 million of borrowings under the Former Eureka Credit Facility. During the year ended December 31, 2021, the maximum amount of outstanding borrowings under either of the Eureka credit facilities at any time was $315 million, the average daily balance was approximately $301 million and Eureka incurred interest at weighted average annual interest rate of approximately 2.5%. For the year ended December 31, 2021, commitment fees of $0.5 million were paid to maintain credit availability under the Eureka credit facilities. During the year ended December 31, 2020, and for the period from April 10, 2019 through December 31, 2019, the maximum amount of outstanding borrowings under the Former Eureka Credit Facility at any time were approximately $323 million and $293 million, respectively, the average daily balances were approximately $301 million and $288 million, respectively, and Eureka incurred interest at weighted average annual interest rates of approximately 2.6% and 4.2%, respectively. For the year ended December 31, 2020 and for the period from April 10, 2019 through December 31, 2019, commitment fees of $0.6 million and $0.4 million were paid to maintain credit availability under the Former Eureka Credit Facility, respectively. 2021 Senior Notes. During the first quarter of 2021, EQM issued, in a private offering, $800 million aggregate principal amount of new 4.50% senior notes due 2029 (the 2029 Notes) and $1,100 million aggregate principal amount of new 4.75% senior notes due 2031 (the 2031 Notes and, together with the 2029 Notes, the 2021 Senior Notes) and received net proceeds from the offering of approximately $1,876.5 million (excluding costs related to the Tender Offers discussed below), inclusive of a discount of $19 million and debt issuance costs of $4.5 million. EQM used the net proceeds from the offering of the 2021 Senior Notes and cash on hand to repay all outstanding borrowings under the Amended 2019 EQM Term Loan Agreement, to purchase an aggregate principal amount of $500 million of its outstanding 4.75% notes due 2023 (2023 Notes) pursuant to tender offers for certain of EQM's outstanding indebtedness (such tender offers, the Tender Offers), and for general partnership purposes. The 2021 Senior Notes were issued under and are governed by an indenture, dated January 8, 2021 (the 2021 Indenture), between EQM and The Bank of New York Mellon Trust Company, N.A., as trustee. The 2021 Indenture contains covenants that limit EQM’s ability to, among other things, incur certain liens securing indebtedness, engage in certain sale and leaseback transactions, and enter into certain consolidations, mergers, conveyances, transfers or leases of all or substantially all of EQM’s assets. The 2029 Notes will mature on January 15, 2029 and interest on the 2029 Notes is payable semi-annually on January 15 and July 15 of each year, commencing July 15, 2021. The 2031 Notes will mature on January 15, 2031 and interest on the 2031 Notes is payable semi-annually on January 15 and July 15 of each year, commencing July 15, 2021. The 2021 Senior Notes are unsecured and rank equally with all of EQM’s existing and future senior obligations. The 2021 Senior Notes are senior in right of payment to any of EQM’s future obligations that are, by their terms, expressly subordinated in right of payment to the 2021 Senior Notes. The 2021 Senior Notes are effectively subordinated to EQM’s secured obligations, if any, to the extent of the value of the collateral securing such obligations, and structurally subordinated to all indebtedness and obligations, including trade payables, of EQM’s subsidiaries, other than any subsidiaries that may guarantee the 2021 Senior Notes in the future. EQM may, at its option, redeem some or all of the 2029 Notes and the 2031 Notes, in whole or in part, at any time prior to their maturity at the applicable redemption price as set forth in the 2021 Indenture. Upon the occurrence of a Change of Control Triggering Event (as defined in the 2021 Indenture), EQM may be required to offer to purchase the 2021 Senior Notes at a purchase price equal to 101% of the aggregate principal amount of the 2021 Senior Notes repurchased, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. The 2021 Indenture contains certain events of default, including the following: (i) default in the payment of interest on such 2021 Senior Notes when due that continues for 30 days; (ii) default in the payment of principal of or premium, if any, on any such 2021 Senior Notes when due, whether at its stated maturity, upon redemption or otherwise; (iii) failure by EQM or any subsidiary guarantor, if any, to comply for 90 days with the other agreements with respect to such 2021 Senior Notes contained in the 2021 Indenture after written notice by the trustee or by the holders of at least 25% in principal amount of the outstanding 2021 Senior Notes of such series; (iv) certain events of bankruptcy, insolvency or reorganization of EQM or any subsidiary guarantor, if any, that is one of EQM’s Significant Subsidiaries (as defined in the 2021 Indenture); and (v) if such 2021 Senior Notes are guaranteed by a subsidiary guarantor that is one of EQM’s Significant Subsidiaries, (a) the guarantee of that subsidiary guarantor ceases to be in full force and effect, except as otherwise provided in the 2021 Indenture; (b) the guarantee of that subsidiary guarantor is declared null and void in a judicial proceeding; or (c) that subsidiary guarantor denies or disaffirms its obligations under the 2021 Indenture or its guarantee. If an event of default occurs and is continuing with respect to any of the 2021 Senior Notes, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding 2021 Senior Notes of such series may declare the 2021 Senior Notes of such series to be due and payable. Upon such a declaration, such principal, premium, if any, and accrued and unpaid interest on such 2021 Senior Notes will be due and payable immediately. If an event of default relating to certain events of bankruptcy, insolvency or reorganization occurs, all outstanding 2021 Senior Notes will become due and payable immediately without further action or notice on the part of the trustee or any holders of the 2021 Senior Notes. Tender Offers. On January 15, 2021 (the early tender deadline), the maximum principal amount for the Tender Offers was fully subscribed by the 2023 Notes tendered as of the early tender deadline and on January 20, 2021, EQM purchased an aggregate principal amount of $500 million of 2023 Notes at an aggregate cost of approximately $537 million (inclusive of the applicable early tender premium for the 2023 Notes described in that certain Offer to Purchase of EQM dated January 4, 2021, as amended, plus accrued interest). The Company incurred a loss on the extinguishment of debt of $41.0 million during the first quarter of 2021 related to the payment of the Tender Offer premium and write off of unamortized discounts and financing costs related to the prepayment of the EQM Term Loans under, and termination of, the Amended 2019 EQM Term Loan Agreement and purchase of 2023 Notes in the Tender Offers. This amount is included in the loss on extinguishment of debt line on the statements of consolidated comprehensive income. 2020 Senior Notes. During the second quarter of 2020, EQM issued $700 million aggregate principal amount of new 6.00% senior unsecured notes due July 1, 2025 and $900 million aggregate principal amount of new 6.50% senior unsecured notes due July 1, 2027 (collectively, the 2020 Senior Notes) and received net proceeds from the offering of approximately $1,576.1 million, inclusive of a discount of $20.0 million and debt issuance costs of $3.9 million. A portion of the net proceeds were used to repay a portion of the borrowings outstanding under the First Amended EQM Credit Facility, and the remainder was used for general partnership purposes. The 2020 Senior Notes were issued under and are governed by an indenture, dated June 18, 2020 (the 2020 Indenture), between EQM and The Bank of New York Mellon Trust Company, N.A., as trustee. The 2020 Indenture contains covenants that limit EQM's ability to, among other things, incur certain liens securing indebtedness, engage in certain sale and leaseback transactions, and enter into certain consolidations, mergers, conveyances, transfers or leases of all or substantially all of EQM's assets. Upon the occurrence of a Change of Control Triggering Event (as defined in the 2020 Indenture), EQM may be required to offer to purchase the 2020 Senior Notes at a purchase price equal to 101% of the aggregate principal amount of the 2020 Senior Notes repurchased, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. The 2020 Senior Notes are unsecured and rank equally with all of EQM’s existing and future senior obligations. The 2020 Senior Notes are senior in right of payment to any of EQM’s future obligations that are, by their terms, expressly subordinated in right of payment to the 2020 Senior Notes. The 2020 Senior Notes are effectively subordinated to EQM’s secured obligations, if any, to the extent of the value of the collateral securing such obligations, and structurally subordinated to all indebtedness and obligations, including trade payables, of EQM’s subsidiaries, other than any subsidiaries that may guarantee the 2020 Senior Notes in the future. The 2020 Indenture contains certain events of default, including the following: (1) default in the payment of interest on such 2020 Senior Notes when due that continues for 30 days; (2) default in the payment of principal of or premium, if any, on any such 2020 Senior Notes when due, whether at its stated maturity, upon redemption or otherwise; (3) failure by EQM or any subsidiary guarantor, if any, to comply for 90 days with the other agreements with respect to such 2020 Senior Notes contained in the 2020 Indenture after written notice by the trustee or by the holders of at least 25% in principal amount of the outstanding 2020 Senior Notes of such series; (4) certain events of bankruptcy, insolvency or reorganization of EQM or any subsidiary guarantor, if any, that is one of EQM’s Significant Subsidiaries (as defined in the 2020 Indenture); and (5) if such 2020 Senior Notes are guaranteed by a subsidiary guarantor that is one of EQM’s Significant Subsidiaries, (a) the guarantee of that subsidiary guarantor ceases to be in full force and effect, except as otherwise provided in the 2020 Indenture; (b) the guarantee of that subsidiary guarantor is declared null and void in a judicial proceeding; or (c) that subsidiary guarantor denies or disaffirms its obligations under the 2020 Indenture or its guarantee. If an event of default occurs and is continuing with respect to any of the 2020 Senior Notes, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding 2020 Senior Notes of such series may declare the 2020 Senior Notes of such series to be due and payable. Upon such a declaration, such principal, premium, if any, and accrued and unpaid interest on such 2020 Senior Notes will be due and payable immediately. If an event of default relating to certain events of bankruptcy, insolvency or reorganization occurs, all outstanding 2020 Senior Notes will become due and payable immediately without further action or notice on the part of the trustee or any holders of the 2020 Senior Notes. As of December 31, 2021, EQM and Eureka were in compliance with all debt provisions and covenants. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Assets Measured at Fair Value on a Recurring Basis. The Company records derivative instruments at fair value on a gross basis in its consolidated balance sheets. The Henry Hub cash bonus payment provision, as described in Note 6, is recorded at its estimated fair value using a Monte Carlo simulation model. Significant inputs used in the fair value measurement include NYMEX Henry Hub natural gas futures prices as of the date of valuation, assumptions regarding in-service timing for the MVP, risk-free interest rates based on U.S. Treasury rates, expected volatility of NYMEX Henry Hub natural gas futures prices and an estimated credit spread of EQT. The expected volatility of NYMEX Henry Hub natural gas futures prices used in the valuation methodology represents a significant unobservable input causing the Henry Hub cash bonus payment provision to be designated as a Level 3 fair value measurement. An expected average volatility of approximately 39% was utilized in the valuation model, which is based on market-quoted volatilities of relevant NYMEX Henry Hub natural gas forward prices. As of December 31, 2021 and 2020, the fair values of the Henry Hub cash bonus payment provision were $51.6 million and $68.0 million, respectively, which were recorded in other assets on the Company's consolidated balance sheets. During the years ended December 31, 2021 and 2020, the Company recognized a loss of $16.4 million and a gain of $16.5 million, respectively, representing the change in estimated fair value of the derivative instrument during the respective period. The (loss) gain is reflected in other (expense) income, net, in the Company's statements of consolidated comprehensive income. Other Financial Instruments. 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 values of borrowings under the Amended EQM Credit Facility, the Former Eureka Credit Facility (prior to its termination), the 2021 Eureka Credit Facility and the Amended 2019 EQM Term Loan Agreement (prior to its termination) approximate fair value as the interest rates are based on prevailing market rates; these are considered Level 1 fair value measurements. As EQM's borrowings under its senior notes are not actively traded, their fair values are estimated using an income approach model that applies a discount rate based on prevailing market rates for debt with similar remaining time-to-maturity and credit risk; as such, their fair values are Level 2 fair value measurements. See Note 11 for further information on the fair value of the Company’s outstanding debt. The fair value of the Preferred Interest is a Level 3 fair value measurement and is estimated using an income approach model that applies a market-based discount rate. As of |
(Loss) Earnings Per Share
(Loss) Earnings Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
(Loss) Earnings Per Share | (Loss) Earnings Per Share The following tables set forth the computation of the basic and diluted (loss) earnings per share attributable to Equitrans Midstream common shareholders for the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, 2021 2020 2019 Basic Diluted Basic Diluted Basic Diluted (In thousands, except per share data) Net (loss) income $ (1,365,948) (1,365,948) $ 638,044 $ 638,044 $ (64,959) $ (64,959) Less: Net income attributable to noncontrolling interests (excluding EQM Series A Preferred Units) 14,530 14,530 167,553 167,553 64,803 64,803 Less: EQM Series A Preferred Units interest in net income — — 47,359 47,359 73,981 73,981 Less: Preferred dividends 58,512 58,512 58,760 58,760 — — Net (loss) income attributable to Equitrans Midstream common shareholders $ (1,438,990) $ (1,438,990) $ 364,372 $ 364,372 $ (203,743) $ (203,743) Basic weighted average common shares outstanding 433,008 433,008 343,935 343,935 254,884 254,884 Dilutive securities (a) — — — 40 — — Diluted weighted average common shares outstanding 433,008 433,008 343,935 343,975 254,884 254,884 (Loss) earnings per share of common stock attributable to Equitrans Midstream common shareholders $ (3.32) $ (3.32) $ 1.06 $ 1.06 $ (0.80) $ (0.80) (a) For the year ended December 31, 2021, the Company excluded 30,556 (in thousands) of weighted average anti-dilutive securities related to the Equitrans Midstream Preferred Shares and stock-based compensation awards. For the year ended December 31, 2020, the Company excluded 16,512 (in thousands) of weighted average anti-dilutive securities related to the Equitrans Midstream Preferred Shares and stock-based compensation awards. For the year ended December 31, 2019, the Company excluded 5 (in thousands) of weighted average anti-dilutive securities related to stock-based compensation awards. See Note 10 for information on the Company's stock awards. Additionally, for the applicable periods, EQM's dilutive securities issued and outstanding prior to the EQM Merger did not have a material impact on the Company's diluted earnings per share. Preferred dividends include a $27.3 million premium recognized on the redemption of the EQM Series A Preferred Units as part of the Restructuring Closing during the year ended December 31, 2020. 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, 498, 288 and 208 (in thousands) Equitrans Midstream phantom units were included in the computation of basic and diluted weighted average common shares outstanding for the years ended December 31, 2021, 2020 and 2019, respectively. See Note 10 for information on Equitrans Midstream phantom units. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following table summarizes income tax (benefit) expense for the years ended December 31, 2021, 2020 and 2019. Years Ended December 31, 2021 2020 2019 (Thousands) Current income tax expense: Federal $ — $ — $ — State 4,853 2,613 — Total current income tax expense 4,853 2,613 — Deferred income tax (benefit) expense: Federal (274,857) 81,206 30,975 State (75,087) 21,512 19,729 Total deferred income tax (benefit) expense (349,944) 102,718 50,704 Total income tax (benefit) expense $ (345,091) $ 105,331 $ 50,704 The following table summarizes differences between income tax (benefit) expense and amounts computed at the applicable federal statutory rate on pre-tax income for the years ended December 31, 2021, 2020 and 2019. Years Ended December 31, 2021 2020 2019 (Thousands) Income tax (benefit) expense at statutory rate $ (359,318) $ 156,109 $ (2,993) Valuation allowance 97,634 — — State income tax (benefit) expense (80,277) 19,058 15,587 Noncontrolling interests' share of earnings (3,051) (45,132) (29,145) Impairment of goodwill — — 78,177 AFUDC - equity (2,595) (28,346) (14,127) Other 2,516 3,642 3,205 Income tax (benefit) expense $ (345,091) $ 105,331 $ 50,704 Effective tax rate 20.2 % 14.2 % (355.7) % For the year ended December 31, 2021, the effective tax rate was lower than the federal and state statutory rates due to valuation allowances that limit tax benefits for the Company's federal and state deferred tax assets. For the year ended December 31, 2021, the effective tax rate was higher than the year ended December 31, 2020 primarily due to the EQM Merger impact on noncontrolling interest and the decrease in MVP Joint Venture AFUDC on the construction of MVP. The effective tax rate was also higher for the year ended December 31, 2021 due to the impairment of equity method investment (see Note 4) and its impact on the loss before income taxes. Noncontrolling interest and AFUDC – equity increase the effective tax rate in periods with a loss before income taxes. For the year ended December 31, 2020, the effective tax rate was higher than the year ended December 31, 2019 primarily due to the impairment of goodwill (see Note 4) in 2019 and its impact on the loss before income taxes and noncontrolling interest. The effective tax rate was lower 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. The impact of AFUDC – equity increased for the year ended December 31, 2020 compared to prior periods primarily as a result of increases in the Company's pro-rata share of the MVP Joint Venture's AFUDC on the construction of the MVP. For the years ended December 31, 2020 and 2019, the effective tax rates were lower than the federal and state statutory rates because the Company does not record income tax expense for the applicable periods on the portions of its income attributable to the noncontrolling member of Eureka Midstream and did not record income tax expense on the portion of its income attributable to noncontrolling limited partners of EQM for the periods prior to the closing of the EQM Merger. The following table summarizes the components of net deferred tax (liabilities) assets. December 31, 2021 2020 (Thousands) Deferred income tax assets: Investment in partnerships $ 67,153 $ — Net operating loss carryforwards 51,231 54,925 Total deferred tax assets 118,384 54,925 Valuation allowance (97,634) — Net deferred tax asset 20,750 54,925 Deferred income tax liabilities: Investment in partnerships — (379,432) Deferred revenue (17,120) (18,257) Other (3,630) (3,132) Total deferred income tax liability (20,750) (400,821) Net deferred income tax asset (liability) $ — $ (345,896) As of December 31, 2021, the Company has federal NOL of $34.5 million and state NOL of $16.7 million related to various state jurisdictions with a corresponding full valuation allowance of $34.5 million and $16.7 million, respectively. The Company also has a valuation allowance related to its investment in partnership deferred tax assets, net of offsetting deferred tax liability of $46.4 million. As of December 31, 2020, the Company had federal NOL of $41.4 million and state NOL of $13.5 million related to various state jurisdictions. The federal and commonwealth of Virginia and state of 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 between 2038 and 2041 and utilization is limited to 40% of taxable income in the year of utilization. For the year ended December 31, 2021, the Company believes that it is more likely than not that the benefit from its federal and state NOL carryforwards and reversals of the investment in partnership deferred tax asset, net of offsetting deferred tax liabilities, will not be realized. 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 available evidence, both positive and negative, including potential sources of taxable income, income available in carry-back periods, future reversals of taxable temporary differences, projections of taxable income and income from tax planning strategies. Positive evidence includes reversing temporary differences and projection of future profitability within the carry-forward period, including from tax planning strategies. Negative evidence includes historical pre-tax book losses and Pennsylvania NOL expirations. A review of positive and negative evidence regarding these tax benefits resulted in the conclusion that valuation allowances on the Company’s federal and state NOL carryforwards and reversals of the investment in partnership deferred tax asset, net of offsetting deferred tax liabilities, were warranted as it was more likely than not that these assets will not be realized. Any determination to change the valuation allowance would impact the Company's income tax expense in the period in which such a determination is made. The Company has not identified any uncertain tax positions for the years ended December 31, 2021, 2020 or 2019. The Company is not subject to federal or state income tax examination by tax authorities for years before 2018. |
Concentrations of Credit Risk
Concentrations of Credit Risk | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company is exposed to the credit risk of its customers, including EQT, its largest customer, other producers, natural gas marketers, distribution companies and other end users. For the years ended December 31, 2021, 2020 and 2019, EQT accounted for approximately 59%, 64% and 69%, respectively, of the Company's total revenues across all of the Company's operating segments. As of December 31, 2021, EQT had credit ratings of BB+ from S&P (with a positive outlook), Ba1 from Moody's (with a stable outlook) and BB+ from Fitch (with a stable outlook), each of which were considered non-investment grade. As of December 31, 2020, EQT's credit ratings with each of S&P, Moody's and Fitch were considered non-investment grade. As of December 31, 2021 and 2020, EQT accounted for 75% and 68%, respectively, of the Company's accounts receivable balances, while various other natural gas marketers and producers accounted for the majority of the remaining accounts receivable balances. To manage the credit risk related to transactions with marketers, the Company engages with only those that |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
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. While the amounts claimed may be substantial, the Company is unable to predict with certainty the ultimate outcome of such claims and proceedings. The Company accrues legal and other direct costs related to loss contingencies when incurred. The Company establishes reserves whenever it believes it to be appropriate for pending matters. Furthermore, after consultation with counsel and considering available insurance, the Company believes that the ultimate outcome of any matter currently pending against it or any of its consolidated subsidiaries will not materially affect its business, financial condition, results of operations, liquidity or ability to pay dividends to its shareholders. The Company 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. The Company 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 current environmental laws and regulations, including investments in facilities to meet environmental requirements, have not been material. Management believes that required expenditures in respect of such current environmental laws and regulations will not be significantly different in either nature or amount in the future and, based on such current environmental laws and regulations, does not know of any future environmental liabilities that will have a material effect on the Company's business, financial condition, results of operations, liquidity or ability to pay dividends to the Company's shareholders. Nonetheless, the trend in environmental regulation is to place more restrictions and limitations on activities that may affect the environment, and it is generally expected that such trend will likely increase in the future. Thus, compliance with future environmental laws and regulations could result in significant costs and could have a material effect on the Company's business, financial condition, results of operations, liquidity or ability to pay dividends to the Company's shareholders. The Company has identified situations that require remedial action for which approximately $0.2 million, in each case, is included in regulatory and other long-term liabilities in the consolidated balance sheets as of December 31, 2021 and 2020, 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, 2021, the Company had approximately $3.9 million of purchase obligations, which included commitments for capital expenditures, operating expenses and service contracts. For information related to operating lease rental payments for office locations and compressors, see Note 7 . |
Summary of Operations and Sig_2
Summary of Operations and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation. The consolidated financial statements include the accounts of all entities in which the Company holds a controlling financial interest. For consolidated subsidiaries in which the Company’s ownership is less than 100%, the Company records noncontrolling interest related to the third-party ownership interests in those entities. Investments over which the Company can exert significant influence, but not control, over operating and financial policies are recorded under the equity method of accounting. Intercompany transactions have been eliminated for purposes of preparing these consolidated financial statements. References in these financial statements to Equitrans Midstream or the Company refer collectively to Equitrans Midstream Corporation and, as applicable, its consolidated subsidiaries for all periods presented, unless otherwise indicated. |
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 accounted for as an equity investment as described in Note 9; 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 5 for financial information by segment. |
Reclassification | Reclassification: Certain previously reported amounts have been reclassified to conform to 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 consolidated comprehensive income. |
Accounts Receivables | 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. |
Derivative Instruments | Derivative Instruments. Derivative instruments are recorded on the Company’s consolidated balance sheets as either an asset or liability measured at fair value. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments. Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. The Company’s assets and liabilities that are measured at fair value at each reporting date are classified according to a hierarchy that prioritizes inputs and assumptions underlying the valuation techniques. This fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs and consists of three broad levels: • Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the reporting date. • Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. These are inputs other than quoted prices in active markets included in Level 1 that are either directly or indirectly observable as of the reporting date. • Level 3: Unobservable inputs that are not corroborated by market data and may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company prioritizes valuation techniques that maximize the use of observable inputs. Assets and liabilities are classified in their entirety based on the lowest priority level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement of assets and liabilities within the levels of the fair value hierarchy. Reclassifications of fair value between Level 1, Level 2 and Level 3 of the fair value hierarchy, if applicable, are made at the end of each reporting period. See Note 12 for information regarding the fair value of financial instruments. |
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 labor costs of $50.8 million, $44.9 million and $47.6 million in the years ended December 31, 2021, 2020 and 2019, respectively. The Company capitalized interest, including the debt component of Allowance for Funds Used During Construction (AFUDC), of $4.9 million, $18.6 million and $29.5 million in the years ended December 31, 2021, 2020 and 2019, respectively. The following table summarizes the Company's property, plant and equipment. December 31, 2021 2020 (Thousands) Gathering assets $ 6,911,268 $ 6,691,954 Accumulated depreciation (727,735) (543,568) Net gathering assets 6,183,533 6,148,386 Transmission and storage assets 1,901,756 1,877,753 Accumulated depreciation (424,918) (370,764) Net transmission and storage assets 1,476,838 1,506,989 Water services assets 176,245 251,885 Accumulated depreciation (60,379) (90,841) Net water services assets 115,866 161,044 Net other property, plant and equipment 11,266 11,477 Net property, plant and equipment $ 7,787,503 $ 7,827,896 Net other property, plant and equipment includes capitalized qualified implementation costs incurred in a hosting arrangement that is a service contract of $10.0 million and $8.8 million, respectively, as of December 31, 2021 and 2020. The Company finalized the implementation of certain portions of its enterprise resource planning system throughout 2021 and 2020 and amortized approximately $0.9 million and $0.5 million of implementation costs in the years ended December 31, 2021 and 2020, respectively. 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, 2021, 2020 and 2019 were 2.6%, 2.5% and 2.7%, respectively. The Company estimates that gathering and transmission pipelines have useful lives of 20 years to 50 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 |
Intangible 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's intangible assets are amortized on a straight-line basis. The estimated annual amortization expense related to the intangible assets for each of the next five years is $64.8 million. |
Goodwill and Impairment of Long-Lived Assets | Goodwill and Impairment of Long-Lived Assets. Goodwill is evaluated for impairment at least annually or whenever events or changes in circumstance indicate it is more likely than not 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. See Note 4 for further detail. |
Investment in Unconsolidated Entities and Noncontrolling Interests | Investments in Unconsolidated Entities. The Company accounts for the investments in its unconsolidated entities under the equity method. The Company’s pro-rata share of net income in the unconsolidated entities is included in equity income in the Company’s statements of consolidated comprehensive income. Contributions to or distributions from the unconsolidated entities and the Company’s pro-rata share of net income in the unconsolidated entities are recorded as adjustments to the investment balance. 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. See Notes 4 and 9 for further detail. Noncontrolling Interests . Noncontrolling interests represent the portion of the equity of consolidated entities that are not wholly owned by the Company. Noncontrolling interests are reported as a component of shareholders’ equity in the consolidated balance sheets and are adjusted by the amount of net income earned by the entities with noncontrolling interests, distributions paid to noncontrolling interest holders and any changes in the noncontrolling ownership percentages. As of December 31, 2021 and 2020, the Company's noncontrolling interest consisted of the third-party ownership interest in Eureka Midstream. For the period prior to the closing of the EQM Merger and for the year ended December 31, 2019, the Company's noncontrolling interests included the EQM common units not held by the Company or its affiliates. For the years ended December 31, 2021 and 2020, and for the period from April 10, 2019 to December 31, 2019, the Company's noncontrolling interests also included third-party ownership interests in Eureka Midstream. For the period from January 1, 2020 through the closing of the EQM Merger and the period April 10, 2019 through December 31, 2019, the Company’s noncontrolling interests also included the EQM Series A Preferred Unitholders' interest in EQM's net income. For the period beginning January 1, 2019 and ending January 10, 2019, the Company's noncontrolling interests included third-party ownership interests in EQGP. |
Preferred Interest | Preferred Interest. EQT Energy Supply, LLC (EES), a subsidiary of EQT, generates revenue by providing services to a local distribution company. The preferred interest that the Company has in EES (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 as a reduction to the Preferred Interest and as interest income, which is included in net interest expense in the Company's statements of consolidated comprehensive income. 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 | 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, including borrowings under the Amended EQM Credit Facility and the 2021 Eureka Credit Facility (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. See Note 11 for further detail. |
Leases | Leases . Right-of-use assets represent the right to use the underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized on the consolidated balance sheets at the lease commencement date based on the present value of lease payments over the lease term. The Company determines if an arrangement is a lease at inception based on whether the Company has the right to control the use of an identified asset, the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset during the lease term and accounts for leases in accordance with ASC 842, Leases (ASC 842). |
Asset Retirement Obligations (AROs) | Asset Retirement Obligations (AROs). The Company has AROs related to its water system impoundments and to one of its gathering compressor 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. Throughout 2021 and 2020, the Company undertook the reclamation process for certain water system impoundments, which reclamation process was completed as of December 31, 2021. The following table presents changes in the Company's AROs during 2021 and 2020. December 31, 2021 2020 (Thousands) AROs at beginning of period $ 12,172 $ 12,301 Liabilities settled (1,609) (724) Revisions to estimated liabilities (a) — — Accretion expense 678 595 AROs at end of period $ 11,241 $ 12,172 (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 gathering compressor station. 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 and gathering (other than the aforementioned gathering compressor station) assets as of December 31, 2021 and 2020. |
Contingencies | Contingencies. The Company 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. The Company 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 16. |
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. |
Revenue Recognition | Revenue Recognition . Revenue is measured based on considerations specific in a contract with a customer. The Company recognizes revenue under gathering, transmission and storage and water services contracts when it satisfies certain performance obligations, as discussed below. 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, if capacity exists. 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. Firm and interruptible contracts can be short- or long-term in duration. Firm and interruptible transmission and storage service contracts are billed at the end of each calendar month, with payment typically due within 10 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 generally 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 revenues represent fees charged by the Company for the delivery of fresh and produced 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 fixed prices per volume delivered. Firm service provides water services under firm contracts to customers with priority. Interruptible service contracts generally do not guarantee access to the water facilities. For fresh and produced water delivery 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 disposal 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 estimated 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. |
AFUDC | AFUDC. The Company capitalizes the carrying costs of financing the construction of certain long-lived, regulated assets. Such costs are amortized over the asset's estimated useful life and include interest costs (the debt component of AFUDC) and equity costs (the equity component of AFUDC). The debt component of AFUDC is recorded as a reduction to net interest expense on the statements of consolidated comprehensive income, and the equity component of AFUDC is recorded in other (expense) income, net, on the statements of consolidated comprehensive income. |
Share-Based Compensation | Share-Based Compensation. The Company recognizes share-based compensation expense based upon the estimated fair value of awards over the requisite service period. Time-based restricted units expected to be satisfied in cash are accounted for as liability awards recorded over the requisite service period, typically three years. The fair value of liability awards is remeasured at the end of each reporting period based on the closing price of the Company’s common stock. Time-based restricted stock awards expected to be satisfied in Company common stock are accounted for as equity awards and are recorded over the requisite service period, typically three years, based on the grant date fair value. Director phantom units expected to be satisfied in Company common stock vest on the date of grant and are recorded based on the grant date fair value. The grant date fair value, in both cases, is determined based upon the closing price of the Company's common stock on the day before the grant date. Forfeitures are accounted for as they occur. |
Income Taxes | Income Taxes. The Company files a consolidated income tax return for federal income taxes and the provision for income taxes is 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) plus the change in deferred taxes for the current year. EQM is a limited partnership for U.S. federal and state income tax purposes. Eureka Midstream is a limited liability company for such purposes. EQM and Eureka Midstream are not subject to U.S. federal or state income taxes. All of Eureka Midstream's income is, and for the period prior to the closing of the EQM Merger all of EQM's income was, included in the Company's pre-tax income; however, the Company does not record income tax expense on the portions of its income attributable to the noncontrolling member of Eureka Midstream and did not record income tax expense on the portions of its income attributable to the noncontrolling limited partners of EQM for the periods prior to the closing of the EQM Merger. This reduces the Company's effective tax rate in periods when the Company has consolidated pre-tax income and increases the effective tax rate in periods when the Company has consolidated pre-tax loss. 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 generated by the Company. 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. 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 tax law changes. |
Earnings Per Share (EPS) | Earnings Per Share (EPS). Basic EPS is computed by dividing net (loss) income attributable to Equitrans Midstream common shareholders by the weighted average number of shares of Equitrans Midstream common stock outstanding during the period. Diluted EPS is computed by dividing net (loss) income attributable to Equitrans Midstream by the weighted average number of shares of Equitrans Midstream common stock outstanding and the assumed issuance of all potentially dilutive securities. Each issue of potential common shares is evaluated separately in sequence from the most dilutive to the least dilutive. The dilutive effect of share-based payment awards and stock options is calculated using the treasury stock method, which assumes share purchases are calculated using the average share price of Equitrans Midstream common stock during the applicable period. The Company uses the if-converted method to compute potential common shares from potentially dilutive convertible securities. Under the if-converted method, dilutive convertible securities are assumed to be converted from the date of the issuance and the resulting common shares are included in the denominator of the diluted EPS calculation for the period being presented. Income attributable to preferred dividends on convertible preferred stock that accumulated during the period is added back to the numerator for purposes of the if-converted method. 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. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) , which provides practical expedients for contract modifications and certain hedging relationships associated with the transition from reference rates that are expected to be discontinued. This guidance is applicable for the Amended EQM Credit Facility and the 2021 Eureka Credit Facility (each as defined in Note 11), as well as for each dividend following March 31, 2024 for the Equitrans Midstream Preferred Shares, which each use the London Inter-Bank Offered Rate (LIBOR) as a reference rate. The ASU was effective immediately but is only available through December 31, 2022. The Company is currently evaluating the potential impact of this standard on its financial statements. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in the ASU 2020-06 also simplify the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity , by removing certain criteria that must be satisfied in order to classify a contract as equity. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The amendments are effective for fiscal years beginning after December 15, 2021. Adoption of the guidance must commence at the beginning of the annual fiscal year. The Company adopted this standard on January 1, 2022 and it had no impact on the Company's financial statements. |
Summary of Operations and Sig_3
Summary of Operations and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant and Equipments | The following table summarizes the Company's property, plant and equipment. December 31, 2021 2020 (Thousands) Gathering assets $ 6,911,268 $ 6,691,954 Accumulated depreciation (727,735) (543,568) Net gathering assets 6,183,533 6,148,386 Transmission and storage assets 1,901,756 1,877,753 Accumulated depreciation (424,918) (370,764) Net transmission and storage assets 1,476,838 1,506,989 Water services assets 176,245 251,885 Accumulated depreciation (60,379) (90,841) Net water services assets 115,866 161,044 Net other property, plant and equipment 11,266 11,477 Net property, plant and equipment $ 7,787,503 $ 7,827,896 |
Schedule of Intangible Assets | The following tables summarize the Company's intangible assets as of December 31, 2021 and 2020: December 31, 2021 (In thousands) Useful Life Gross Accumulated Amortization (a) Net Customer relationships 15 years $ 623,199 $ (171,726) $ 451,473 Eureka Midstream-related customer relationships 10.75 years 237,000 (48,144) 188,856 Hornet Midstream-related customer relationships 7.25 years 74,000 (62,558) 11,442 $ 934,199 $ (282,428) $ 651,771 December 31, 2020 (In thousands) Useful Life Gross Accumulated Amortization (a) Net Customer relationships 15 years $ 623,199 $ (130,180) $ 493,019 Eureka Midstream-related customer relationships 10.75 years 237,000 (27,160) 209,840 Hornet Midstream-related customer relationships 7.25 years 74,000 (60,269) 13,731 $ 934,199 $ (217,609) $ 716,590 (a) Impairment charge of $54.1 million is included within the Hornet Midstream-related customer relationships accumulated amortization. See Note 4 for further information. |
Summary of Accrued Liabilities | The following table summarizes the Company's accrued liabilities as of December 31, 2021 and 2020. December 31, 2021 2020 (Thousands) Accrued employee compensation $ 50,372 $ 46,108 Non-income tax accruals 19,972 19,492 Current portion of operating lease liabilities 8,253 9,990 Other accrued liabilities 5,255 7,776 Total accrued liabilities $ 83,852 $ 83,366 |
Summary of Changes in Asset Retirement Obligations | The following table presents changes in the Company's AROs during 2021 and 2020. December 31, 2021 2020 (Thousands) AROs at beginning of period $ 12,172 $ 12,301 Liabilities settled (1,609) (724) Revisions to estimated liabilities (a) — — Accretion expense 678 595 AROs at end of period $ 11,241 $ 12,172 (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, 2021 2020 (Thousands) Regulatory assets: Deferred taxes (a) $ 91,989 $ 89,243 Other recoverable costs (b) 3,654 4,960 Total regulatory assets $ 95,643 $ 94,203 Regulatory liabilities: Deferred taxes (a) $ 9,727 $ 10,125 On-going post-retirement benefits other than pension and other reimbursable costs (c) 10,094 10,959 Total regulatory liabilities $ 19,821 $ 21,084 (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 Company's legacy post-retirement benefits plan. (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, 2021 2020 (Thousands) Regulatory assets: Deferred taxes (a) $ 91,989 $ 89,243 Other recoverable costs (b) 3,654 4,960 Total regulatory assets $ 95,643 $ 94,203 Regulatory liabilities: Deferred taxes (a) $ 9,727 $ 10,125 On-going post-retirement benefits other than pension and other reimbursable costs (c) 10,094 10,959 Total regulatory liabilities $ 19,821 $ 21,084 (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 Company's legacy post-retirement benefits plan. (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, 2021 2020 2019 (Thousands) Operating revenues $ 403,634 $ 397,319 $ 396,847 Operating expenses 135,888 124,206 210,861 December 31, 2021 2020 (Thousands) Property, plant and equipment $ 1,901,924 $ 1,878,312 Accumulated depreciation (424,918) (370,815) Net property, plant and equipment $ 1,477,006 $ 1,507,497 |
Mergers and Acquisitions - (Tab
Mergers and Acquisitions - (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
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 the Company. (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 4 for further detail. |
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, 2019. 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, 2019; furthermore, the financial information is not intended to be a projection of future results. (in thousands, except per share data) December 31, 2019 Pro forma operating revenues $ 1,661,822 Pro forma net loss $ (44,167) Pro forma net income attributable to noncontrolling interests $ 126,558 Pro forma net loss attributable to Equitrans Midstream $ (170,725) Pro forma loss per share (basic) $ (0.67) Pro forma loss per share (diluted) $ (0.67) |
Impairments of Long-Lived Ass_2
Impairments of Long-Lived Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021, 2020 and 2019. EQM Opco (a) Rice Retained Midstream Eureka/Hornet Total (Thousands) Gross Goodwill $ 1,350,721 $ 150,489 $ — $ 1,501,210 Accumulated impairment losses (261,941) — — (261,941) Goodwill as of January 1, 2019 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 Goodwill as of December 31, 2020 486,698 — — 486,698 Goodwill as of December 31, 2021 $ 486,698 $ — $ — $ 486,698 Gross Goodwill $ 1,350,721 $ 150,489 $ 99,206 $ 1,600,416 Accumulated impairment losses (864,023) (150,489) (99,206) (1,113,718) Goodwill as of December 31, 2021 $ 486,698 $ — $ — $ 486,698 (a) Effective on the EQT Global GGA Effective Date, the RMP PA Gas Gathering reporting unit was merged with and into the EQM Opco reporting unit, with the EQM Opco reporting unit surviving. |
Financial Information by Busi_2
Financial Information by Business Segment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Revenue from External Customers and Operating Income and Reconciliation to Net Income | Years Ended December 31, 2021 2020 2019 (Thousands) Revenues from customers: Gathering $ 862,053 $ 1,012,281 $ 1,159,931 Transmission 400,202 393,836 390,520 Water 54,782 104,708 79,791 Total operating revenues $ 1,317,037 $ 1,510,825 $ 1,630,242 Operating income (loss): Gathering (a) $ 414,200 $ 535,976 $ (88,850) Transmission 274,526 275,369 277,731 Water (b) (53,980) 38,756 15,305 Headquarters (c) (1,183) (25,540) (128,186) Total operating income $ 633,563 $ 824,561 $ 76,000 Reconciliation of operating income to net (loss) income: Equity income (d) $ 17,579 $ 233,833 $ 163,279 Impairment of equity method investment (d) (1,926,402) — — Other (expense) income, net (e) (16,104) 17,225 2,661 Loss on extinguishment of debt (41,025) (24,864) — Net interest expense (378,650) (307,380) (256,195) Income tax (benefit) expense (345,091) 105,331 50,704 Net (loss) income $ (1,365,948) $ 638,044 $ (64,959) (a) Impairments of long-lived assets of $55.6 million and $854.3 million for the years ended December 31, 2020 and 2019, respectively, were included in Gathering operating income (loss). See Note 4 for further information. (b) Impairments of long-lived assets of $56.2 million for the year ended December 31, 2021 was included in Water operating income (loss). See Note 4 for further information. (c) Includes separation and other transaction costs and other unallocated corporate expenses. (d) Equity income and impairment of equity method investment are included in the Transmission segment. |
Schedule of Segment Assets | December 31, 2021 2020 2019 (Thousands) Segment assets: Gathering $ 7,638,877 $ 7,739,836 $ 7,572,911 Transmission (a) 2,769,097 4,357,382 3,903,707 Water 151,151 185,802 202,440 Total operating segments 10,559,125 12,283,020 11,679,058 Headquarters, including cash 361,639 442,832 362,651 Total assets $ 10,920,764 $ 12,725,852 $ 12,041,709 (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, 2021 2020 2019 (Thousands) Depreciation: Gathering $ 188,633 $ 172,967 $ 144,310 Transmission 55,310 54,540 51,935 Water 25,233 30,880 26,915 Headquarters 1,228 1,226 4,204 Total $ 270,404 $ 259,613 $ 227,364 Expenditures for segment assets: Gathering (a) $ 223,807 $ 344,873 $ 834,712 Transmission (b) 25,977 45,219 59,313 Water 34,877 11,905 37,457 Headquarters 1,494 4,004 9,779 Total (c) $ 286,155 $ 406,001 $ 941,261 (a) Includes approximately $14.1 million, $41.6 million and $25.9 million of capital expenditures related to noncontrolling interests in Eureka Midstream for the years ended December 31, 2021, 2020 and 2019, respectively. (b) Transmission capital expenditures do not include capital contributions made to the MVP Joint Venture for the MVP and MVP Southgate projects of approximately $287.7 million, $272.8 million and $774.6 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues (a) $ 468,156 $ 366,323 $ 5,063 $ 839,542 Volumetric-based fee revenues 393,897 33,879 49,719 477,495 Total operating revenues $ 862,053 $ 400,202 $ 54,782 $ 1,317,037 Year Ended December 31, 2020 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues (a) $ 595,720 $ 364,533 $ 41,798 $ 1,002,051 Volumetric-based fee revenues 416,561 29,303 62,910 508,774 Total operating revenues $ 1,012,281 $ 393,836 $ 104,708 $ 1,510,825 Year Ended December 31, 2019 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues (a) $ 581,118 $ 356,569 $ 11,190 $ 948,877 Volumetric-based fee revenues 578,813 33,951 68,601 681,365 Total operating revenues $ 1,159,931 $ 390,520 $ 79,791 $ 1,630,242 |
Schedule of Receivables | The following table presents changes in the Company's unbilled revenue balance during the years ended December 31, 2021 and 2020: Unbilled Revenue 2021 2020 (Thousands) Balance as of beginning of period $ 18,618 $ — Revenue recognized in excess of amounts invoiced (a) 26,779 28,446 Minimum volume commitments invoiced (b) (28,442) (9,828) Amortization (c) (183) — Balance as of end of period $ 16,772 $ 18,618 (a) Primarily includes revenues associated with MVCs that are generally included in firm reservation fee revenues within the Gathering and Water segments. During the year ended December 31, 2021, also includes other contractual commitments of approximately $6.4 million. (b) Unbilled revenues are transferred to accounts receivable once the Company has an unconditional right to consideration from the customer. (c) Amortization of capitalized contract costs paid to customers over the expected life of the agreement. Contract Liability 2021 2020 (Thousands) Balance as of beginning of period $ 398,750 $ — Amounts recorded during the period (a) 300,496 398,750 Change in estimated variable consideration (b) 123,707 — Amounts transferred during the period (c) (537) — Balance as of end of period $ 822,416 $ 398,750 (a) Includes deferred billed revenue during the years ended December 31, 2021 and 2020 primarily associated with the EQT Global GGA. (b) Change in estimated variable consideration represents the increase in total deferred revenue required for gathering MVC revenue with a declining rate structure, resulting from contractual amendments that required total estimated gathering consideration to be reduced. See ' EQT Global GGA ' discussion below for additional information on the contractual amendments. (c) Deferred revenues are recognized as revenue upon satisfaction of the Company's performance obligation to the customer. |
Summary of Remaining Performance Obligations | The following table summarizes the estimated transaction price allocated to the Company's remaining performance obligations under all contracts with firm reservation fees and MVCs as of December 31, 2021 that the Company will invoice or transfer from contract liabilities and recognize in future periods. 2022 2023 2024 2025 2026 Thereafter Total (Thousands) Gathering firm reservation fees $ 88,587 $ 105,667 $ 157,484 $ 149,923 $ 141,091 $ 1,277,200 $ 1,919,952 Gathering revenues supported by MVCs 441,202 454,236 426,929 445,958 457,120 3,462,805 5,688,250 Transmission firm reservation fees 362,096 358,222 375,984 362,814 357,910 3,222,117 5,039,143 Water revenues supported by MVCs 33,313 37,500 37,500 37,500 37,500 193,750 377,063 Total (a) $ 925,198 $ 955,625 $ 997,897 $ 996,195 $ 993,621 $ 8,155,872 $ 13,024,408 (a) Includes assumptions regarding timing for placing certain project s in-service. Such assumptions may not be realized and d elays in the in-service dates for projects have substantially altered, and additional delays may further substantially alter, the remaining performance obligations for certain contracts with firm reservation fees and/or MVCs. The MVP Joint Venture is accounted for as an equity investment and those amounts are not included in the table above. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Operating Lease Cost | The following table summarizes lease cost for the years ended December 31, 2021, 2020 and 2019: Years Ended December 31, 2021 2020 2019 (Thousands) Operating lease cost $ 12,571 $ 14,464 $ 12,858 Short-term lease cost 6,057 5,075 4,642 Variable lease cost 7 168 321 Sublease income (492) (583) (445) Total lease cost $ 18,143 $ 19,124 $ 17,376 |
Schedule of Operating Lease Liability Maturities | The following table summarizes undiscounted cash flows owed by the Company to lessors pursuant to noncancelable contractual agreements in effect as of December 31, 2021 and related imputed interest. December 31, 2021 (Thousands) 2022 $ 10,404 2023 8,065 2024 6,190 2025 4,970 2026 5,040 Thereafter 20,652 Total 55,321 Less: imputed interest 10,911 Present value of operating lease liability $ 44,410 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table summarizes the Company's related party transactions. Years Ended December 31, 2021 2020 2019 (Thousands) Operating revenues $ 777,276 $ 964,220 $ 1,122,626 Separation and other transaction costs — — (1,440) Equity income (a) 17,579 233,833 163,279 Interest income from the Preferred Interest 5,767 6,053 6,324 Capital contributions to the MVP Joint Venture (a) (287,665) (272,801) (774,593) Principal payments received on the Preferred Interest 5,217 5,003 4,661 Net distributions to EQT — — (93,666) (a) Associated with the Company's ownership in the MVP Joint Venture. See Note 9 for further detail. The following table summarizes the Company's related party receivables and payables. December 31, 2021 2020 (Thousands) Accounts receivable $ 190,410 $ 199,674 Contract asset 2,246 2,207 Investments in unconsolidated entity 1,239,039 2,796,316 Preferred Interest 99,838 105,056 Capital contributions payable to the MVP Joint Venture 72,188 10,723 Contract liability 818,658 398,750 |
Investment in Unconsolidated _2
Investment in Unconsolidated Entity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Unaudited Condensed Financial Statements for the Investment in Unconsolidated Equity | The following tables summarize the condensed consolidated financial statements of the MVP Joint Venture in relation to the MVP project. Condensed Consolidated Balance Sheets December 31, 2021 2020 (Unaudited) (Thousands) Current assets $ 148,820 $ 146,054 Non-current assets 6,432,288 5,848,298 Total assets $ 6,581,108 $ 5,994,352 Current liabilities $ 160,331 $ 217,086 Equity 6,420,777 5,777,266 Total liabilities and equity $ 6,581,108 $ 5,994,352 Condensed Statements of Consolidated Operations Years Ended December 31, 2021 2020 2019 (Unaudited) (Thousands) Operating expenses $ (399) $ (360) $ (2,416) Other income 18 288 6,243 Net interest income 11,452 150,995 105,382 AFUDC – equity 26,722 352,323 245,890 Net income $ 37,793 $ 503,246 $ 355,099 |
Share-based Compensation Plans
Share-based Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation Expense | The following table summarizes the components of share-based compensation expense for the years ended December 31, 2021, 2020 and 2019. Years Ended December 31, 2021 2020 2019 (Thousands) 2017 Incentive PSU Program — — (893) 2018 Incentive PSU Program — 698 (360) 2019 Equitrans Midstream PSU Program 984 4,935 — 2020 Equitrans Midstream PSU Program 1,297 2,317 — 2021 Equitrans Midstream PSU Program 5,940 — — 2018 EQT Value Driver Performance Share Unit Award Program — — 637 Restricted stock awards 11,268 7,422 5,197 Other programs, including non-employee director awards 3,205 1,577 1,833 Total share-based compensation expense $ 22,694 $ 16,949 $ 6,414 |
Schedule of Details of Award Types | The following table provides detailed information on each award: Incentive PSU Program Settled In Accounting Treatment Fair Value (a) Vested/ Payment Date Awards Paid Value Unvested/ Expected Payment Date Awards Outstanding as of December 31, 2021 (b) 2017 Stock Equity $ 120.60 February 2020 66,822 $ 8.1 N/A N/A 2017 Cash Liability $ 13.36 February 2020 146,387 2.0 N/A N/A 2018 Stock Equity $ 76.53 February 2021 40,349 3.1 N/A N/A 2018T1 Cash Liability $ 8.04 February 2021 40,769 0.3 N/A N/A 2018T2 Cash Liability $ — February 2021 — — N/A N/A 2019 Stock Equity $ 15.03 N/A N/A N/A First Quarter of 2022 474,488 2019 Cash Liability $ — N/A N/A N/A First Quarter of 2022 209,525 2020 Stock Equity $ 5.59 N/A N/A N/A First Quarter of 2023 703,583 2020 Cash Liability $ 7.19 N/A N/A N/A First Quarter of 2023 406,050 2021 Stock Equity $ 8.77 N/A N/A N/A First Quarter of 2024 1,481,126 2021 Cash Liability $ 13.73 N/A N/A N/A First Quarter of 2024 856,190 (a) Grant date fair value was determined using a Monte Carlo simulation for equity awards. For unvested liability awards, the fair value was determined using a Monte Carlo simulation as of the measurement date. For vested liability awards, the fair value is equal to the Company’s stock price at the end of the performance period. (b) Represents the number of outstanding units as of December 31, 2021, adjusted for forfeitures, to be settled in stock or cash. The following table provides detailed information on the 2018 EQT VDA award: EQT VDA Program Settled In Accounting Treatment Fair Value per Unit (a) Vested/ Payment Date Cash Paid Unvested/ Expected Payment Date Awards Outstanding as of 2018 Cash Liability $ 20.02 February 2019 $ 4.1 N/A N/A 2018 Cash Liability $ 13.36 February 2020 $ 2.3 N/A N/A (a) The fair value per unit is based on the Company's common stock price on the measurement date. A summary of phantom units' activity for the years ended December 31, 2021, 2020 and 2019 is presented below. Years Ended December 31, 2021 2020 2019 Grants Weighted Average Fair Value Compensation Expense (Millions) Grants Weighted Average Fair Value Compensation Expense (Millions) Grants Weighted Average Fair Value Compensation Expense (Millions) Equitrans Midstream phantom units 149,280 $ 8.04 $ 1.2 92,760 $ 11.51 $ 1.1 45,000 $ 20.02 $ 0.9 EQGP phantom units (a) — $ — $ — — $ — $ — 8,500 $ 20.00 $ 0.2 EQM phantom units (b) — $ — $ — 9,540 $ 29.91 $ 0.3 5,910 $ 43.25 $ 0.3 (a) In connection with the completion of the EQGP Buyout, the non-employee directors of EQGP's general partner were paid the Purchase Price for each EQGP phantom unit that they held. See Note 2. (b) In connection with the closing of the EQM Merger, the non-employee directors of the EQM General Partner received the Merger Consideration for each EQM phantom unit that they held. See Note 2. |
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, 2021 2020 2019 Accounting Treatment Liability (a) Equity Liability (a) Equity Equity Risk-free rate 0.67 % 0.16 % 0.28 % 0.39 % 2.54 % Dividend yield N/A N/A N/A N/A N/A Volatility factor 61.0 % 61.0 % 42.0 % 53.0 % 30.0 % 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. |
Schedule of Restricted Stock Awards Activity | A summary of restricted stock equity award activity during the year ended December 31, 2021 is presented below. Non-vested Shares (a) Weighted Average Fair Value Aggregate Grant Date Fair Value Outstanding at January 1, 2021 841,068 $ 17.08 $ 14,366,346 Granted 660,250 8.04 5,308,410 Vested (58,185) 44.20 (2,572,026) Forfeited (49,732) 11.17 (555,522) Outstanding at December 31, 2021 1,393,401 $ 11.88 $ 16,547,208 (a) Non-vested shares outstanding at December 31, 2021 will be settled by the Company once vested, assuming continued service through such date. A summary of restricted stock unit liability award activity during the year ended December 31, 2021 is presented below. Non-vested Shares (a) Weighted Average Fair Value Aggregate Grant Date Fair Value Outstanding at January 1, 2021 877,596 $ 15.46 $ 13,565,895 Granted 430,800 8.06 3,472,652 Vested (190,036) 20.76 (3,944,942) Forfeited (38,656) 10.73 (414,837) Outstanding at December 31, 2021 1,079,704 $ 11.74 $ 12,678,768 (a) Non-vested shares outstanding at December 31, 2021 will be settled by the Company once vested, assuming continued service through such date. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt | The following table presents the Company's and its consolidated subsidiaries' outstanding debt as of December 31, 2021 and 2020. December 31, 2021 December 31, 2020 Principal Carrying Value (a) Fair Value (b) Principal Carrying Value (a) Fair Value (b) (Thousands) Amended EQM Credit Facility $ 225,000 $ 225,000 $ 225,000 $ 485,000 $ 485,000 $ 485,000 Eureka Credit Facility (c) 280,000 280,000 280,000 302,500 302,500 302,500 Total credit facility borrowings $ 505,000 $ 505,000 $ 505,000 $ 787,500 $ 787,500 $ 787,500 Amended 2019 EQM Term Loan Agreement — — — 1,400,000 1,397,768 1,400,000 EQM 4.00% Senior Notes due 2024 500,000 498,014 522,695 500,000 497,245 515,455 EQM 4.125% Senior Notes due 2026 500,000 495,816 517,695 500,000 494,966 512,285 EQM 4.50% Senior Notes due 2029 800,000 790,927 834,856 — — — EQM 4.75% Senior Notes due 2023 600,000 598,088 628,380 1,100,000 1,094,235 1,162,590 EQM 4.75% Senior Notes due 2031 1,100,000 1,087,493 1,166,220 — — — EQM 5.50% Senior Notes due 2028 850,000 842,657 939,684 850,000 841,538 933,980 EQM 6.50% Senior Notes due 2048 550,000 539,778 673,458 550,000 539,393 582,995 EQM 6.00% Senior Notes due 2025 700,000 692,662 763,091 700,000 690,565 767,375 EQM 6.50% Senior Notes due 2027 900,000 889,510 1,014,417 900,000 887,602 1,020,060 Total long-term debt $ 6,500,000 $ 6,434,945 $ 7,060,496 $ 6,500,000 $ 6,443,312 $ 6,894,740 (a) Carrying values of the senior notes and term loans represent principal amount less unamortized debt issuance costs and debt discounts. (b) See Note 12 for a discussion of fair value measurements. (c) Includes aggregate borrowings outstanding on the 2021 Eureka Credit Facility (as defined below) as of December 31, 2021 and on the Former Eureka Credit Facility (as defined below) as of December 30, 2020. |
(Loss) Earnings Per Share (Tabl
(Loss) Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following tables set forth the computation of the basic and diluted (loss) earnings per share attributable to Equitrans Midstream common shareholders for the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, 2021 2020 2019 Basic Diluted Basic Diluted Basic Diluted (In thousands, except per share data) Net (loss) income $ (1,365,948) (1,365,948) $ 638,044 $ 638,044 $ (64,959) $ (64,959) Less: Net income attributable to noncontrolling interests (excluding EQM Series A Preferred Units) 14,530 14,530 167,553 167,553 64,803 64,803 Less: EQM Series A Preferred Units interest in net income — — 47,359 47,359 73,981 73,981 Less: Preferred dividends 58,512 58,512 58,760 58,760 — — Net (loss) income attributable to Equitrans Midstream common shareholders $ (1,438,990) $ (1,438,990) $ 364,372 $ 364,372 $ (203,743) $ (203,743) Basic weighted average common shares outstanding 433,008 433,008 343,935 343,935 254,884 254,884 Dilutive securities (a) — — — 40 — — Diluted weighted average common shares outstanding 433,008 433,008 343,935 343,975 254,884 254,884 (Loss) earnings per share of common stock attributable to Equitrans Midstream common shareholders $ (3.32) $ (3.32) $ 1.06 $ 1.06 $ (0.80) $ (0.80) (a) For the year ended December 31, 2021, the Company excluded 30,556 (in thousands) of weighted average anti-dilutive securities related to the Equitrans Midstream Preferred Shares and stock-based compensation awards. For the year ended December 31, 2020, the Company excluded 16,512 (in thousands) of weighted average anti-dilutive securities related to the Equitrans Midstream Preferred Shares and stock-based compensation awards. For the year ended December 31, 2019, the Company excluded 5 (in thousands) of weighted average anti-dilutive securities related to stock-based compensation awards. See Note 10 for information on the Company's stock awards. Additionally, for the applicable periods, EQM's dilutive securities issued and outstanding prior to the EQM Merger did not have a material impact on the Company's diluted earnings per share. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Summary of Income Tax Expense | The following table summarizes income tax (benefit) expense for the years ended December 31, 2021, 2020 and 2019. Years Ended December 31, 2021 2020 2019 (Thousands) Current income tax expense: Federal $ — $ — $ — State 4,853 2,613 — Total current income tax expense 4,853 2,613 — Deferred income tax (benefit) expense: Federal (274,857) 81,206 30,975 State (75,087) 21,512 19,729 Total deferred income tax (benefit) expense (349,944) 102,718 50,704 Total income tax (benefit) expense $ (345,091) $ 105,331 $ 50,704 |
Schedule of Income Tax Expense Reconciliation | The following table summarizes differences between income tax (benefit) expense and amounts computed at the applicable federal statutory rate on pre-tax income for the years ended December 31, 2021, 2020 and 2019. Years Ended December 31, 2021 2020 2019 (Thousands) Income tax (benefit) expense at statutory rate $ (359,318) $ 156,109 $ (2,993) Valuation allowance 97,634 — — State income tax (benefit) expense (80,277) 19,058 15,587 Noncontrolling interests' share of earnings (3,051) (45,132) (29,145) Impairment of goodwill — — 78,177 AFUDC - equity (2,595) (28,346) (14,127) Other 2,516 3,642 3,205 Income tax (benefit) expense $ (345,091) $ 105,331 $ 50,704 Effective tax rate 20.2 % 14.2 % (355.7) % |
Schedule of Components of Net Deferred Tax Assets and Liabilities | The following table summarizes the components of net deferred tax (liabilities) assets. December 31, 2021 2020 (Thousands) Deferred income tax assets: Investment in partnerships $ 67,153 $ — Net operating loss carryforwards 51,231 54,925 Total deferred tax assets 118,384 54,925 Valuation allowance (97,634) — Net deferred tax asset 20,750 54,925 Deferred income tax liabilities: Investment in partnerships — (379,432) Deferred revenue (17,120) (18,257) Other (3,630) (3,132) Total deferred income tax liability (20,750) (400,821) Net deferred income tax asset (liability) $ — $ (345,896) |
Summary of Operations and Sig_4
Summary of Operations and Significant Accounting Policies - Organization Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 17, 2020 | Feb. 26, 2020 | Mar. 13, 2019 | Nov. 12, 2018 | Dec. 31, 2020 | Jun. 18, 2020 |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Percent of cash distributions paid | 80.10% | |||||
Principal amount redeemed | $ 679,681 | |||||
Sale of units, convertible common stock, conversion basis | 100.00% | |||||
EQM Merger | Series A Preferred Units | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Principal amount redeemed | $ 600,000 | $ 600,000 | ||||
Redemption rate | 101.00% | 101.00% | ||||
Unit purchase price (in dollars per share) | $ 48.77 | $ 48.77 | ||||
EQM Merger | Preferred Stock | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Redemption rate | 244.00% | |||||
Equity instrument redemption (in shares) | 2.44 | 2.44 | ||||
Equitrans Midstream | EQT Corporation | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Limited partner ownership interest | 19.90% |
Summary of Operations and Sig_5
Summary of Operations and Significant Accounting Policies - Nature of Business Narrative (Details) | Dec. 31, 2021MMcf / dBcf / dinterstatePipelinecompressorUnitprimaryAssetgasReservefacilitymihpBcf |
Public Utilities, General Disclosures [Line Items] | |
Number of primary assets through which services are provided | primaryAsset | 3 |
Length of water pipeline | 200 |
Number of fresh water impoundment facilities | facility | 23 |
PENNSYLVANIA | |
Public Utilities, General Disclosures [Line Items] | |
Length of water pipeline | 8 |
Gathering assets | |
Public Utilities, General Disclosures [Line Items] | |
Length of pipeline | 1,170 |
Daily capacity (in Bcf per day) | Bcf / d | 7 |
Number of compressor units | compressorUnit | 133 |
Compression capacity (in hp) | hp | 491,000 |
High Pressure Header Pipelines Member | |
Public Utilities, General Disclosures [Line Items] | |
Daily capacity (in Bcf per day) | Bcf / d | 1.8 |
Transmission and storage assets | |
Public Utilities, General Disclosures [Line Items] | |
Daily capacity (in Bcf per day) | Bcf / d | 4.4 |
Number of compressor units | compressorUnit | 43 |
Compression capacity (in hp) | hp | 136,000 |
Length of FERC-regulated lines (in miles) | 950 |
Number of connection points | interstatePipeline | 7 |
Number of gas reservoirs | gasReserve | 18 |
Peak withdrawal capacity (in Bcf per day) | MMcf / d | 850 |
Working gas capacity (in Bcf) | Bcf | 43 |
Summary of Operations and Sig_6
Summary of Operations and Significant Accounting Policies - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($)segmentlineOfBusiness | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Number of business segments | segment | 3 | ||
Number of lines of business | lineOfBusiness | 3 | ||
Property, plant and equipment, cost capitalization | $ 50.8 | $ 44.9 | $ 47.6 |
Property, plant and equipment, interest capitalization | 4.9 | 18.6 | $ 29.5 |
Implementation costs incurred in hosting arrangement | 10 | 8.8 | |
Implementation costs amortized | $ 0.9 | $ 0.5 | |
Property, plant and equipment, depreciation rates | 2.60% | 2.50% | 2.70% |
Gas imbalance receivable | $ 1.9 | $ 1.8 | |
Contract billing cycle | 10 days | ||
Restricted stock awards | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Period after which the shares granted will be fully vested | 3 years | ||
Restricted Stock Units, Liability | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Period after which the shares granted will be fully vested | 3 years | ||
Water | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Contract billing cycle | 30 days | ||
Gathering | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Contract billing cycle | 21 days | ||
Eureka Midstream Holdings, LLC | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Finite-lived intangible assets, amortization expense, next five years | $ 64.8 | ||
Interest Expense | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
AFUDC, debt component | 0.2 | 0.3 | $ 1.4 |
Nonoperating Income (Expense) | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
AFUDC, equity component | $ 0.3 | $ 0.8 | $ 5.7 |
Minimum | Gathering assets | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Property, plant and equipment, estimated useful lives | 20 years | ||
Minimum | Transmission and storage assets | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Property, plant and equipment, estimated useful lives | 20 years | ||
Minimum | Water services assets | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Property, plant and equipment, estimated useful lives | 10 years | ||
Maximum | Gathering assets | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Property, plant and equipment, estimated useful lives | 50 years | ||
Maximum | Transmission and storage assets | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Property, plant and equipment, estimated useful lives | 50 years | ||
Maximum | Water services assets | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Property, plant and equipment, estimated useful lives | 15 years |
Summary of Operations and Sig_7
Summary of Operations and Significant Accounting Policies - Property Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Public Utility, Property, Plant and Equipment [Line Items] | ||
Net property, plant and equipment | $ 7,787,503 | $ 7,827,896 |
Gathering assets | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Assets | 6,911,268 | 6,691,954 |
Accumulated depreciation | (727,735) | (543,568) |
Net property, plant and equipment | 6,183,533 | 6,148,386 |
Transmission and storage assets | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Assets | 1,901,756 | 1,877,753 |
Accumulated depreciation | (424,918) | (370,764) |
Net property, plant and equipment | 1,476,838 | 1,506,989 |
Water services assets | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Assets | 176,245 | 251,885 |
Accumulated depreciation | (60,379) | (90,841) |
Net property, plant and equipment | 115,866 | 161,044 |
Other property, plant and equipment | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Net property, plant and equipment | $ 11,266 | $ 11,477 |
Summary of Operations and Sig_8
Summary of Operations and Significant Accounting Policies - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 934,199 | $ 934,199 |
Accumulated Amortization | (282,428) | (217,609) |
Net | 651,771 | $ 716,590 |
Impairment of Hornet Midstream -related intangible assets | $ 54,100 | |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 15 years | 15 years |
Gross | $ 623,199 | $ 623,199 |
Accumulated Amortization | (171,726) | (130,180) |
Net | $ 451,473 | $ 493,019 |
Customer Relationships | Eureka Midstream Holdings, LLC | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 10 years 9 months | 10 years 9 months |
Gross | $ 237,000 | $ 237,000 |
Accumulated Amortization | (48,144) | (27,160) |
Net | $ 188,856 | $ 209,840 |
Customer Relationships | Hornet Midstream Holdings, LLC | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 7 years 3 months | 7 years 3 months |
Gross | $ 74,000 | $ 74,000 |
Accumulated Amortization | (62,558) | (60,269) |
Net | $ 11,442 | $ 13,731 |
Summary of Operations and Sig_9
Summary of Operations and Significant Accounting Policies - Summary of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Accrued employee compensation | $ 50,372 | $ 46,108 |
Non-income tax accruals | 19,972 | 19,492 |
Current portion of operating lease liabilities | 8,253 | 9,990 |
Other accrued liabilities | 5,255 | 7,776 |
Total accrued liabilities | $ 83,852 | $ 83,366 |
Summary of Operations and Si_10
Summary of Operations and Significant Accounting Policies - Asset Retirement Obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
AROs at beginning of period | $ 12,172 | $ 12,301 |
Liabilities settled | (1,609) | (724) |
Revisions to estimated liabilities | 0 | 0 |
Accretion expense | 678 | 595 |
AROs at end of period | $ 11,241 | $ 12,172 |
Summary of Operations and Si_11
Summary of Operations and Significant Accounting Policies - Regulatory Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Regulatory Assets [Line Items] | ||
Total regulatory assets | $ 95,643 | $ 94,203 |
Regulatory Liabilities [Line Items] | ||
Total regulatory liabilities | 19,821 | 21,084 |
Deferred taxes | ||
Regulatory Liabilities [Line Items] | ||
Total regulatory liabilities | 9,727 | 10,125 |
On-going post-retirement benefits other than pension | ||
Regulatory Liabilities [Line Items] | ||
Total regulatory liabilities | 10,094 | 10,959 |
Deferred taxes | ||
Regulatory Assets [Line Items] | ||
Total regulatory assets | 91,989 | 89,243 |
Other recoverable costs | ||
Regulatory Assets [Line Items] | ||
Total regulatory assets | $ 3,654 | $ 4,960 |
Summary of Operations and Si_12
Summary of Operations and Significant Accounting Policies - Regulatory Operations and Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement Related Disclosures [Abstract] | |||
Operating revenues | $ 403,634 | $ 397,319 | $ 396,847 |
Operating expenses | 135,888 | 124,206 | $ 210,861 |
Public Utility, Property, Plant and Equipment [Line Items] | |||
Net property, plant and equipment | 7,787,503 | 7,827,896 | |
Regulated Operation | |||
Public Utility, Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 1,901,924 | 1,878,312 | |
Accumulated depreciation | (424,918) | (370,815) | |
Net property, plant and equipment | $ 1,477,006 | $ 1,507,497 |
Investments in Consolidated, _2
Investments in Consolidated, Non-Wholly-Owned Entities - Investment in EQM (Details) $ / shares in Units, $ in Thousands | Aug. 13, 2020USD ($) | Jun. 18, 2020USD ($)shares | Jun. 17, 2020USD ($)shares | Jun. 16, 2020 | Feb. 26, 2020USD ($)day$ / sharesshares | Mar. 13, 2019USD ($)$ / sharesshares | Feb. 13, 2019shares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Feb. 22, 2019shares |
Schedule of Equity Method Investments [Line Items] | |||||||||||
Principal amount redeemed | $ 679,681 | ||||||||||
Separation-related adjustments | $ 0 | 0 | $ 93,666 | ||||||||
Sale of units, convertible common stock, conversion basis | 100.00% | ||||||||||
Minimum convertible amount | $ 20,000 | ||||||||||
Conversion price threshold (in dollars per share) | $ / shares | $ 27.99 | ||||||||||
Consecutive trading days | day | 20 | ||||||||||
Threshold share amount (in shares) | shares | 1,000,000 | ||||||||||
Consecutive threshold trading days | day | 20 | ||||||||||
Conversion price (in dollars per share) | $ / shares | $ 19.99 | ||||||||||
Conversion ratio | 110.00% | ||||||||||
Net changes in ownership of consolidated entities | 257,200 | (340,424) | |||||||||
EQM | Limited Partner Common | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Partners' capital common units outstanding (in shares) | shares | 117,245,455 | ||||||||||
Private Placement | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Sale of stock, consideration received on transaction | $ 1,200,000 | ||||||||||
Preferred stock, dividend rate | 9.75% | ||||||||||
Quarterly distribution rate | 8.15% | ||||||||||
EQT | Private Placement | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Private placement (in shares) | shares | 24,605,291 | ||||||||||
EQM | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Increase in mezzanine equity | 667,200 | ||||||||||
Decrease in deferred taxes | 12,500 | ||||||||||
EQM | Limited Partner Common | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Units converted (in shares) | shares | 21,811,643 | ||||||||||
EQM | IDR Merger Agreement | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Common units issued (in shares) | shares | 80,000,000 | ||||||||||
EQM | IDR Merger Agreement | Common Class B | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Common units issued (in shares) | shares | 7,000,000 | ||||||||||
EQGP | EQM | Limited Partner Common | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Common units held by EQGP (in shares) | shares | 21,811,643 | ||||||||||
Public Owned | EQM | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Limited partner ownership interest | 40.10% | ||||||||||
EQM Merger | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Separation-related adjustments | 23,800 | ||||||||||
EQM Merger | Series A Preferred Units | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Unit purchase price (in dollars per share) | $ / shares | $ 48.77 | $ 48.77 | |||||||||
Principal amount redeemed | $ 600,000 | $ 600,000 | |||||||||
Redemption rate | 101.00% | 101.00% | |||||||||
Cash paid to redeem preferred units | $ 617,300 | ||||||||||
Partners' capital | $ 590,100 | ||||||||||
Redemption premium | $ 27,300 | 27,300 | |||||||||
Cumulative distribution | $ 10,900 | ||||||||||
EQM Merger | Preferred Stock | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Equity instrument redemption (in shares) | shares | 2.44 | 2.44 | |||||||||
Redemption rate | 244.00% | ||||||||||
Noncontrolling Interests | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Principal amount redeemed | 579,157 | ||||||||||
Net changes in ownership of consolidated entities | (3,000,000) | (1,337,641) | |||||||||
Noncontrolling Interests | EQM | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Net changes in ownership of consolidated entities | 579,200 | ||||||||||
Common Stock | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Principal amount redeemed | 100,524 | ||||||||||
Net changes in ownership of consolidated entities | 2,700,000 | $ 997,217 | |||||||||
Common Stock | EQM | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Net changes in ownership of consolidated entities | $ 100,500 | ||||||||||
Minimum | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Convertible threshold percentage | 90.00% | ||||||||||
Redemption rate | 101.00% | ||||||||||
Convertible debt issuance price, percent of weighted average price of common stock | 95.00% | ||||||||||
Minimum | Private Placement | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Preferred stock, dividend rate | 10.50% |
Investments in Consolidated, _3
Investments in Consolidated, Non-Wholly-Owned Entities - Investment in EQGP (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 10, 2019 | Jan. 03, 2019 | Nov. 29, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of Equity Method Investments [Line Items] | |||||
Value of shares purchased | $ 238,455 | ||||
Noncontrolling Interests | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Value of shares purchased | $ 244,400 | ||||
Common Stock | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Value of shares purchased | $ 38,648 | 46,800 | |||
EQGP | Phantom Units | |||||
Schedule of Equity Method Investments [Line Items] | |||||
EQGP phantom units (in shares) | 29,829 | ||||
Unit Purchase Agreements | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Aggregate purchase price | $ 291,200 | ||||
Unit Purchase Agreements | EQGP | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Number of units purchased (in shares) | 804,140 | 15,364,421 | 14,560,281 | ||
Price per common unit (in dollars per share) | $ 20 | ||||
Aggregate purchase price | $ 16,100 | ||||
Limited Call Right | EQGP | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Number of units purchased (in shares) | 11,097,287 | ||||
Aggregate purchase price | $ 221,900 |
Investments in Consolidated, _4
Investments in Consolidated, Non-Wholly-Owned Entities - Net Changes in Ownership of EQGP and EQM (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Equity Method Investments [Line Items] | ||
Net changes in ownership of consolidated entities | $ 257,200 | $ (340,424) |
Noncontrolling Interests | ||
Schedule of Equity Method Investments [Line Items] | ||
Net changes in ownership of consolidated entities | (3,000,000) | (1,337,641) |
Common Stock | ||
Schedule of Equity Method Investments [Line Items] | ||
Net changes in ownership of consolidated entities | $ 2,700,000 | $ 997,217 |
Mergers and Acquisitions - Narr
Mergers and Acquisitions - Narrative (Details) $ in Thousands | Dec. 31, 2021USD ($) | Apr. 01, 2020USD ($) | Mar. 31, 2020 | Oct. 01, 2019 | Apr. 10, 2019USD ($)mi | Mar. 13, 2019USD ($)mi | Sep. 30, 2019USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Business Acquisition [Line Items] | ||||||||||
Interest, net of amount capitalized | $ 343,351 | $ 249,302 | $ 257,065 | |||||||
Amortization of intangible assets | 64,819 | $ 63,195 | 53,258 | |||||||
Eureka Midstream Holdings, LLC | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Length of gas and oil gathering lines | mi | 190 | |||||||||
Useful Life | 10 years 9 months | 20 years | ||||||||
Amortization of intangible assets | $ 9,100 | |||||||||
Hornet Midstream Holdings, LLC | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Length of gas and oil gathering lines | mi | 15 | |||||||||
Useful Life | 7 years 3 months | |||||||||
Bolt-on Acquisition | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash consideration | $ 852,376 | $ 863,780 | ||||||||
Repayments of outstanding credit agreements | 28,200 | |||||||||
Interest, net of amount capitalized | 100 | |||||||||
Acquisition related expenses | 17,000 | |||||||||
Acquisition related professional fees | 15,300 | |||||||||
Acquisition related compensation arrangements | $ 1,700 | |||||||||
Goodwill recognized from acquisition | 99,206 | $ 99,200 | ||||||||
Noncontrolling interest | $ 478,460 | 486,062 | $ 478,460 | |||||||
Amortization of intangible assets | $ (400) | |||||||||
Unamortized carryover tax basis of tax-deductible goodwill | $ 43,000 | |||||||||
EQM | Eureka Midstream Holdings, LLC | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Indirect ownership percentage | 60.00% | |||||||||
EQM | Hornet Midstream Holdings, LLC | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Indirect ownership percentage | 100.00% | |||||||||
EQM | Bolt-on Acquisition | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Consideration transferred | $ 1,040,000 | |||||||||
Cash consideration | 852,000 | |||||||||
Assumed pro-rata debt | $ 192,000 |
Mergers and Acquisitions - Sche
Mergers and Acquisitions - Schedule of Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Apr. 10, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 |
Goodwill [Roll Forward] | ||||||||
Goodwill beginning balance | $ 486,698 | $ 486,698 | $ 1,239,269 | |||||
Impairment of goodwill | $ (268,100) | (851,777) | ||||||
Goodwill ending balance | $ 486,698 | $ 486,698 | 486,698 | 486,698 | 486,698 | $ 486,698 | ||
Amortization of intangible assets | (64,819) | (63,195) | (53,258) | |||||
Bolt-on Acquisition | ||||||||
Consideration given: | ||||||||
Cash consideration | 849,846 | $ 861,250 | ||||||
Buyout of portion of Eureka Midstream Class B units and incentive compensation | 2,530 | 2,530 | ||||||
Total consideration | 852,376 | 863,780 | ||||||
Fair value of liabilities assumed: | ||||||||
Current liabilities | 42,601 | 52,458 | 42,601 | 42,601 | ||||
Long-term debt | 300,825 | 300,825 | 300,825 | 300,825 | ||||
Other long-term liabilities | 10,203 | 10,203 | 10,203 | 10,203 | ||||
Amount attributable to liabilities assumed | 353,629 | 363,486 | 353,629 | 353,629 | ||||
Fair value of assets acquired: | ||||||||
Cash | 15,145 | 15,145 | 15,145 | 15,145 | ||||
Accounts receivable | 16,817 | 16,817 | 16,817 | 16,817 | ||||
Inventory | 12,965 | 12,991 | 12,965 | 12,965 | ||||
Other current assets | 882 | 882 | 882 | 882 | ||||
Net property, plant and equipment | 1,213,378 | 1,222,284 | 1,213,378 | 1,213,378 | ||||
Intangible assets | 311,000 | 317,000 | 311,000 | 311,000 | ||||
Deferred tax asset | 505 | 5,773 | 505 | 505 | ||||
Other assets | 14,567 | 14,567 | 14,567 | 14,567 | ||||
Amount attributable to assets acquired | 1,585,259 | 1,605,459 | 1,585,259 | 1,585,259 | ||||
Noncontrolling interests | $ (478,460) | (486,062) | $ (478,460) | (478,460) | ||||
Measurement Period Adjustments (a) | ||||||||
Cash consideration | (11,404) | |||||||
Current liabilities | (9,857) | |||||||
Amount attributable to liabilities assumed | (9,857) | |||||||
Inventory | (26) | |||||||
Net property, plant and equipment | (8,906) | |||||||
Intangible assets | (6,000) | (6,000) | ||||||
Deferred tax asset | (5,268) | |||||||
Amount attributable to assets acquired | (20,200) | |||||||
Noncontrolling interests | $ 7,602 | |||||||
Measurement period adjustments | (8,663) | |||||||
Goodwill [Roll Forward] | ||||||||
Goodwill beginning balance | $ 0 | |||||||
Goodwill prior to impairment adjustment | 99,206 | 99,200 | ||||||
Impairment of goodwill | (99,206) | |||||||
Goodwill ending balance | $ 107,869 | $ 0 | $ 0 | |||||
Amortization of intangible assets | $ 400 |
Mergers and Acquisitions - Post
Mergers and Acquisitions - Post-Acquisition Operating Results (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||||
Operating revenues | $ 97,123 | |||
Operating loss attributable to Equitrans Midstream | (94,551) | |||
Net loss attributable to noncontrolling interests | (21,291) | $ 14,530 | $ 214,912 | $ 138,784 |
Net loss attributable to Equitrans Midstream | $ (80,631) | $ (1,380,478) | $ 423,132 | $ (203,743) |
Mergers and Acquisitions - Unau
Mergers and Acquisitions - Unaudited Pro Forma Information (Details) - Bolt-on Acquisition $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Pro forma operating revenues | $ 1,661,822 |
Pro forma net loss | (44,167) |
Pro forma net income attributable to noncontrolling interests | 126,558 |
Pro forma net loss attributable to Equitrans Midstream | $ (170,725) |
Pro forma loss per share (basic) (in dollars per share) | $ / shares | $ (0.67) |
Pro forma loss per share (diluted) (in dollars per share) | $ / shares | $ (0.67) |
Impairments of Long-Lived Ass_3
Impairments of Long-Lived Assets - Narrative (Details) | Feb. 26, 2020reportingUnitsegment | Feb. 25, 2020reportingUnitsegment | Aug. 31, 2019USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Property, Plant and Equipment | |||||||||||
Impairment of goodwill | $ 268,100,000 | $ 851,777,000 | |||||||||
Number of operating segments | segment | 3 | 3 | |||||||||
Number of reporting units | reportingUnit | 6 | 7 | |||||||||
Impairments of long-lived assets and equity method investments | $ 56,178,000 | $ 55,581,000 | 969,258,000 | ||||||||
Equity method investment, fair value assumption, discount rate | 5.50% | 5.50% | |||||||||
Impairment of equity method investment | $ 1,926,402,000 | $ 0 | 0 | ||||||||
MVP Joint Venture | |||||||||||
Property, Plant and Equipment | |||||||||||
Impairment of equity method investment | 1,900,000,000 | ||||||||||
Equity method investment | $ 1,200,000,000 | ||||||||||
Disposal Group, Not Discontinued Operations | Copley Gathering System | EQM | |||||||||||
Property, Plant and Equipment | |||||||||||
Impairment of property and equipment | 81,000,000 | ||||||||||
Bolt-on Acquisition | |||||||||||
Property, Plant and Equipment | |||||||||||
Impairment of goodwill | $ 99,206,000 | ||||||||||
Impairment of intangible assets | 36,400,000 | ||||||||||
Impairments of long-lived assets and equity method investments | $ 0 | ||||||||||
Gathering | |||||||||||
Property, Plant and Equipment | |||||||||||
Impairment of intangible assets | $ 17,700,000 | ||||||||||
Impairment of property and equipment | $ 37,900,000 | ||||||||||
Water | |||||||||||
Property, Plant and Equipment | |||||||||||
Impairments of long-lived assets and equity method investments | $ 56,200,000 | ||||||||||
EQM Opco | |||||||||||
Property, Plant and Equipment | |||||||||||
Impairment of goodwill | $ 168,900,000 | 433,200,000 | 602,082,000 | ||||||||
Eureka/Hornet | |||||||||||
Property, Plant and Equipment | |||||||||||
Impairment of goodwill | $ 99,200,000 | 99,206,000 | |||||||||
Rice Retained Midstream | |||||||||||
Property, Plant and Equipment | |||||||||||
Impairment of goodwill | $ 150,500,000 | $ 150,489,000 |
Impairments of Long-Lived Ass_4
Impairments of Long-Lived Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | Aug. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2018 |
Goodwill [Line Items] | ||||||
Gross Goodwill | $ 1,600,416 | $ 1,501,210 | ||||
Accumulated impairment losses | (1,113,718) | (261,941) | ||||
Goodwill | $ 486,698 | $ 486,698 | 486,698 | 1,239,269 | ||
Goodwill [Roll Forward] | ||||||
Goodwill beginning balance | 486,698 | 1,239,269 | ||||
Add: goodwill associated with Bolt-on Acquisition | 99,206 | |||||
Less: impairment of goodwill | $ (268,100) | (851,777) | ||||
Goodwill ending balance | 486,698 | 486,698 | ||||
EQM Opco | ||||||
Goodwill [Line Items] | ||||||
Gross Goodwill | 1,350,721 | 1,350,721 | ||||
Accumulated impairment losses | (864,023) | (261,941) | ||||
Goodwill | 486,698 | 486,698 | 486,698 | 1,088,780 | ||
Goodwill [Roll Forward] | ||||||
Goodwill beginning balance | 486,698 | 1,088,780 | ||||
Add: goodwill associated with Bolt-on Acquisition | 0 | |||||
Less: impairment of goodwill | $ (168,900) | (433,200) | (602,082) | |||
Goodwill ending balance | 486,698 | 486,698 | ||||
Rice Retained Midstream | ||||||
Goodwill [Line Items] | ||||||
Gross Goodwill | 150,489 | 150,489 | ||||
Accumulated impairment losses | (150,489) | 0 | ||||
Goodwill | 0 | 0 | 0 | 150,489 | ||
Goodwill [Roll Forward] | ||||||
Goodwill beginning balance | 0 | 150,489 | ||||
Add: goodwill associated with Bolt-on Acquisition | 0 | |||||
Less: impairment of goodwill | $ (150,500) | (150,489) | ||||
Goodwill ending balance | 0 | 0 | ||||
Eureka/Hornet | ||||||
Goodwill [Line Items] | ||||||
Gross Goodwill | 99,206 | 0 | ||||
Accumulated impairment losses | (99,206) | 0 | ||||
Goodwill | 0 | 0 | $ 0 | $ 0 | ||
Goodwill [Roll Forward] | ||||||
Goodwill beginning balance | 0 | 0 | ||||
Add: goodwill associated with Bolt-on Acquisition | 99,206 | |||||
Less: impairment of goodwill | $ (99,200) | (99,206) | ||||
Goodwill ending balance | $ 0 | $ 0 |
Financial Information by Busi_3
Financial Information by Business Segment - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021segmentlineOfBusiness | |
Segment Reporting [Abstract] | |
Number of business segments | segment | 3 |
Number of lines of business | lineOfBusiness | 3 |
Financial Information by Busi_4
Financial Information by Business Segment - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Revenues from customers: | ||||||
Total operating revenues | $ 1,317,037 | $ 1,510,825 | $ 1,630,242 | |||
Operating income (loss): | ||||||
Total operating income | 633,563 | 824,561 | 76,000 | |||
Reconciliation of operating income to net (loss) income: | ||||||
Equity income | [1] | 17,579 | 233,833 | 163,279 | ||
Impairment of equity method investment | (1,926,402) | 0 | 0 | |||
Other (expense) income, net | (16,104) | 17,225 | 2,661 | |||
Loss on extinguishment of debt | (41,025) | (24,864) | 0 | |||
Net interest expense | (378,650) | (307,380) | (256,195) | |||
Income tax (benefit) expense | (345,091) | 105,331 | 50,704 | |||
Net (loss) income | (1,365,948) | 638,044 | (64,959) | |||
Impairment of goodwill | $ 268,100 | 851,777 | ||||
Segment assets: | ||||||
Total assets | $ 12,041,709 | 10,920,764 | 12,725,852 | 12,041,709 | ||
Depreciation: | ||||||
Total | 270,404 | 259,613 | 227,364 | |||
Expenditures for segment assets: | ||||||
Total | 286,155 | 406,001 | 941,261 | |||
Bolt-on Acquisition | ||||||
Reconciliation of operating income to net (loss) income: | ||||||
Impairment of goodwill | 99,206 | |||||
Expenditures for segment assets: | ||||||
Accrued capital expenditures | 26,100 | 4,400 | 56,000 | 26,100 | ||
Gathering | ||||||
Revenues from customers: | ||||||
Total operating revenues | 862,053 | 1,012,281 | 1,159,931 | |||
Gathering | RMP | ||||||
Reconciliation of operating income to net (loss) income: | ||||||
Impairment of goodwill | 55,600 | 854,300 | ||||
Transmission | ||||||
Revenues from customers: | ||||||
Total operating revenues | 400,202 | 393,836 | 390,520 | |||
Water | ||||||
Revenues from customers: | ||||||
Total operating revenues | 54,782 | 104,708 | 79,791 | |||
Water | RMP | ||||||
Reconciliation of operating income to net (loss) income: | ||||||
Tangible asset impairment charges | 56,200 | |||||
Operating segments | ||||||
Segment assets: | ||||||
Total assets | 11,679,058 | 10,559,125 | 12,283,020 | 11,679,058 | ||
Operating segments | Gathering | ||||||
Revenues from customers: | ||||||
Total operating revenues | 862,053 | 1,012,281 | 1,159,931 | |||
Operating income (loss): | ||||||
Total operating income | 414,200 | 535,976 | (88,850) | |||
Segment assets: | ||||||
Total assets | 7,572,911 | 7,638,877 | 7,739,836 | 7,572,911 | ||
Depreciation: | ||||||
Total | 188,633 | 172,967 | 144,310 | |||
Expenditures for segment assets: | ||||||
Total | 223,807 | 344,873 | 834,712 | |||
Operating segments | Gathering | Eureka Midstream Holdings, LLC | ||||||
Expenditures for segment assets: | ||||||
Total | 14,100 | 41,600 | 25,900 | |||
Operating segments | Transmission | ||||||
Revenues from customers: | ||||||
Total operating revenues | 400,202 | 393,836 | 390,520 | |||
Operating income (loss): | ||||||
Total operating income | 274,526 | 275,369 | 277,731 | |||
Segment assets: | ||||||
Total assets | 3,903,707 | 2,769,097 | 4,357,382 | 3,903,707 | ||
Depreciation: | ||||||
Total | 55,310 | 54,540 | 51,935 | |||
Expenditures for segment assets: | ||||||
Total | 25,977 | 45,219 | 59,313 | |||
Operating segments | Transmission | MVP Southgate Project | ||||||
Expenditures for segment assets: | ||||||
Total | 287,700 | 272,800 | 774,600 | |||
Operating segments | Water | ||||||
Revenues from customers: | ||||||
Total operating revenues | 54,782 | 104,708 | 79,791 | |||
Operating income (loss): | ||||||
Total operating income | (53,980) | 38,756 | 15,305 | |||
Segment assets: | ||||||
Total assets | 202,440 | 151,151 | 185,802 | 202,440 | ||
Depreciation: | ||||||
Total | 25,233 | 30,880 | 26,915 | |||
Expenditures for segment assets: | ||||||
Total | 34,877 | 11,905 | 37,457 | |||
Other/Headquarters | ||||||
Operating income (loss): | ||||||
Total operating income | (1,183) | (25,540) | (128,186) | |||
Segment assets: | ||||||
Total assets | $ 362,651 | 361,639 | 442,832 | 362,651 | ||
Depreciation: | ||||||
Total | 1,228 | 1,226 | 4,204 | |||
Expenditures for segment assets: | ||||||
Total | $ 1,494 | $ 4,004 | $ 9,779 | |||
[1] | Represents equity income from Mountain Valley Pipeline, LLC (the MVP Joint Venture). See Note 9. |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Disaggregation of Revenue by Business Segment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | $ 1,317,037,000 | $ 1,510,825,000 | $ 1,630,242,000 |
Firm reservation fee revenues (a) | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 839,542,000 | 1,002,051,000 | 948,877,000 |
Volumetric-based fee revenues | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 477,495,000 | 508,774,000 | 681,365,000 |
Gathering | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 862,053,000 | 1,012,281,000 | 1,159,931,000 |
Gathering | Gathering revenues supported by MVCs | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 11,300,000 | 15,000,000 | 0 |
Gathering | Firm reservation fee revenues (a) | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 468,156,000 | 595,720,000 | 581,118,000 |
Gathering | Volumetric-based fee revenues | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 393,897,000 | 416,561,000 | 578,813,000 |
Transmission | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 400,202,000 | 393,836,000 | 390,520,000 |
Transmission | Firm reservation fee revenues (a) | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 366,323,000 | 364,533,000 | 356,569,000 |
Transmission | Volumetric-based fee revenues | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 33,879,000 | 29,303,000 | 33,951,000 |
Water | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 54,782,000 | 104,708,000 | 79,791,000 |
Water | Firm reservation fee revenues (a) | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 5,063,000 | 41,798,000 | 11,190,000 |
Water | Volumetric-based fee revenues | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | $ 49,719,000 | $ 62,910,000 | $ 68,601,000 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Changes in Unbilled Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Movement in Deferred Revenue [Roll Forward] | ||
Balance as of beginning of period | $ 18,618 | $ 0 |
Revenue recognized in excess of amounts invoiced | 26,779 | 28,446 |
Minimum volume commitments invoiced | (28,442) | (9,828) |
Amortization | (183) | 0 |
Balance as of end of period | 16,772 | $ 18,618 |
Other contractual commitments | $ 6,400 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Narrative (Details) $ in Thousands | Oct. 22, 2021USD ($) | Mar. 05, 2020USD ($)shares | Feb. 26, 2020USD ($)agreement | Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($)Bcf | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Disaggregation of Revenue [Line Items] | |||||||
Contract liability | $ 121,500 | $ 822,416 | $ 822,416 | $ 398,750 | $ 0 | ||
Contract with customer, liability, current | 1,100 | 1,100 | |||||
Contract with customer, liability, noncurrent | 821,300 | 821,300 | |||||
Estimated aggregate fee relief, year one | 270,000 | ||||||
Estimated aggregate fee relief, year two | 230,000 | ||||||
Estimated aggregate fee relief, year three | 35,000 | ||||||
Option to forgo fee relief, year one | 145,000 | ||||||
Option to forgo fee relief, year two | 90,000 | ||||||
Cash payment to be made in exchange for fee relief | $ 196,000 | ||||||
Operating revenues | (1,317,037) | (1,510,825) | (1,630,242) | ||||
Value of shares purchased | 238,455 | ||||||
Deferred tax liability | 17,200 | 17,200 | |||||
Revision of Prior Period, Adjustment | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Contract liability | 123,700 | $ 123,700 | |||||
Operating revenues | 123,700 | ||||||
Common Stock, Cash Shares | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Number of shares purchased (in shares) | shares | 4,769,496 | ||||||
Common Stock, Cash Shares | Share Purchase Agreement | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Value of shares purchased | $ 46,000 | ||||||
Common Stock, Rate Relief Shares And Cash Shares | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Number of shares purchased (in shares) | shares | 20,530,256 | ||||||
EQM | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Number of share purchase agreements | agreement | 2 | ||||||
Water Services Letter Agreement | EES | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Cash amount | $ 60,000 | ||||||
Contract term | 10 years | ||||||
Water Services Letter Agreement | EES | Long-Term Contract With Customer, Period One | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Cash amount | $ 40,000 | ||||||
Water Services Letter Agreement | EES | Long-Term Contract With Customer, Period Two | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Cash amount | $ 35,000 | ||||||
EQT Corporation | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Firm reservation capacity, per day | Bcf | 3 | ||||||
Firm reservation capacity, step up per day | Bcf | 4 | ||||||
Derivative instrument at fair value | $ 51,500 | $ 51,500 | |||||
EQT Corporation | Share Purchase Agreement | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Value of shares purchased | $ 7,000 | ||||||
EQT Corporation | Common Stock, Rate Relief Shares And Cash Shares | Share Purchase Agreement | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Value of shares purchased | $ 196,000 | ||||||
Gathering | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Weighted average remaining term | 14 years | ||||||
Operating revenues | $ (862,053) | (1,012,281) | (1,159,931) | ||||
Transmission | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Weighted average remaining term | 13 years | ||||||
Operating revenues | $ (400,202) | $ (393,836) | $ (390,520) |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Changes in Deferred Revenue Balances (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Movement in Deferred Revenue [Roll Forward] | ||
Balance as of beginning of period | $ 398,750 | $ 0 |
Amounts recorded during the period | 300,496 | 398,750 |
Change in estimated variable consideration | 123,707 | 0 |
Amounts transferred during the period | (537) | 0 |
Balance as of end of period | $ 822,416 | $ 398,750 |
Revenue from Contracts with C_7
Revenue from Contracts with Customers - Summary of Remaining Performance Obligations (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 13,024,408 |
Transmission | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | 5,039,143 |
Water | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | 377,063 |
Volumetric-based fee revenues | Gathering | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | 1,919,952 |
Gathering revenues supported by MVCs | Gathering | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | 5,688,250 |
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 | 925,198 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Transmission | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 362,096 |
Remaining performance obligations, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Water | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 33,313 |
Remaining performance obligations, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Volumetric-based fee revenues | Gathering | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 88,587 |
Remaining performance obligations, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Gathering revenues supported by MVCs | Gathering | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 441,202 |
Remaining performance obligations, expected timing | 1 year |
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 | $ 955,625 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Transmission | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 358,222 |
Remaining performance obligations, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Water | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 37,500 |
Remaining performance obligations, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Volumetric-based fee revenues | Gathering | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 105,667 |
Remaining performance obligations, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Gathering revenues supported by MVCs | Gathering | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 454,236 |
Remaining performance obligations, expected timing | 1 year |
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 | $ 997,897 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Transmission | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 375,984 |
Remaining performance obligations, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Water | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 37,500 |
Remaining performance obligations, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Volumetric-based fee revenues | Gathering | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 157,484 |
Remaining performance obligations, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Gathering revenues supported by MVCs | Gathering | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 426,929 |
Remaining performance obligations, expected timing | 1 year |
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 | $ 996,195 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Transmission | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 362,814 |
Remaining performance obligations, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Water | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 37,500 |
Remaining performance obligations, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Volumetric-based fee revenues | Gathering | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 149,923 |
Remaining performance obligations, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Gathering revenues supported by MVCs | Gathering | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 445,958 |
Remaining performance obligations, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 993,621 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | Transmission | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 357,910 |
Remaining performance obligations, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | Water | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 37,500 |
Remaining performance obligations, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | Volumetric-based fee revenues | Gathering | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 141,091 |
Remaining performance obligations, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | Gathering revenues supported by MVCs | Gathering | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 457,120 |
Remaining performance obligations, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 8,155,872 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | Transmission | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 3,222,117 |
Remaining performance obligations, expected timing | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | Water | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 193,750 |
Remaining performance obligations, expected timing | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | Volumetric-based fee revenues | Gathering | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 1,277,200 |
Remaining performance obligations, expected timing | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | Gathering revenues supported by MVCs | Gathering | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total firm reservation fees | $ 3,462,805 |
Remaining performance obligations, expected timing |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 | |
Lessee, Lease, Description [Line Items] | ||||
Right-of-use asset | $ 43,400 | $ 53,200 | ||
Operating lease liability | 44,410 | 53,400 | ||
Cash paid for operating lease liabilities | $ 12,800 | $ 14,800 | $ 12,300 | |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other assets | Other assets | ||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Regulatory and other long-term liabilities | Regulatory and other long-term liabilities | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued liabilities | Accrued liabilities | ||
Operating lease, liability, current | $ 8,300 | $ 10,000 | ||
Weighted average remaining lease term | 7 years | 8 years | ||
Weighted average discount rate | 5.80% | 5.70% | ||
Cumulative Effect, Period of Adoption, Adjustment | ||||
Lessee, Lease, Description [Line Items] | ||||
Right-of-use asset | $ 49,700 | |||
Operating lease liability | $ 49,700 |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating lease cost | $ 12,571 | $ 14,464 | $ 12,858 |
Short-term lease cost | 6,057 | 5,075 | 4,642 |
Variable lease cost | 7 | 168 | 321 |
Sublease income | (492) | (583) | (445) |
Total lease cost | $ 18,143 | $ 19,124 | $ 17,376 |
Leases - Schedule of Operatin_2
Leases - Schedule of Operating Lease Liability Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 10,404 | |
2023 | 8,065 | |
2024 | 6,190 | |
2025 | 4,970 | |
2026 | 5,040 | |
Thereafter | 20,652 | |
Total | 55,321 | |
Less: imputed interest | 10,911 | |
Present value of operating lease liability | $ 44,410 | $ 53,400 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Common stock, shares outstanding (in shares) | 432,522,000 | 432,470,000 |
EQT Corporation | ||
Related Party Transaction [Line Items] | ||
Common stock, shares outstanding (in shares) | 22,796,026 | |
EQT Corporation | Equitrans Midstream | ||
Related Party Transaction [Line Items] | ||
Ownership interest | 5.30% |
Related Party Transactions - Su
Related Party Transactions - Summary of Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Related Party Transactions [Abstract] | ||||
Operating revenues | $ 777,276 | $ 964,220 | $ 1,122,626 | |
Separation and other transaction costs | 0 | 0 | (1,440) | |
Equity income | [1] | 17,579 | 233,833 | 163,279 |
Interest income from the Preferred Interest | 5,767 | 6,053 | 6,324 | |
Capital contributions to the MVP Joint Venture | (287,665) | (272,801) | (774,593) | |
Principal payments received on the Preferred Interest | 5,217 | 5,003 | 4,661 | |
Net distributions to EQT | $ 0 | $ 0 | $ (93,666) | |
[1] | Represents equity income from Mountain Valley Pipeline, LLC (the MVP Joint Venture). See Note 9. |
Related Party Transactions - _2
Related Party Transactions - Summary of Due To (From) Related Parties (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transactions [Abstract] | ||
Accounts receivable | $ 190,410 | $ 199,674 |
Contract asset | 2,246 | 2,207 |
Investments in unconsolidated entity | 1,239,039 | 2,796,316 |
Preferred Interest | 99,838 | 105,056 |
Capital contributions payable to the MVP Joint Venture | 72,188 | 10,723 |
Contract liability | $ 818,658 | $ 398,750 |
Investment in Unconsolidated _3
Investment in Unconsolidated Entity - Narrative (Details) $ in Millions | 1 Months Ended | 12 Months Ended | |||||
Feb. 28, 2022USD ($) | Jan. 31, 2022USD ($) | Nov. 30, 2021USD ($) | Dec. 31, 2021USD ($)mi | Mar. 31, 2020USD ($) | Nov. 04, 2019USD ($) | Apr. 30, 2018mi | |
MVP | Variable Interest Entity, Not Primary Beneficiary | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Length of pipeline | mi | 300 | ||||||
Issuance of performance guarantee, remaining capital obligation, percentage | 33.00% | ||||||
MVP Southgate Project | Variable Interest Entity, Not Primary Beneficiary | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Length of pipeline | mi | 75 | ||||||
MVP Joint Venture | Beneficial Owner | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Percentage of ownership interest | 66.67% | ||||||
MVP Joint Venture | Variable Interest Entity, Not Primary Beneficiary | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Capital call notice | $ 72 | ||||||
MVP Joint Venture | Variable Interest Entity, Not Primary Beneficiary | Subsequent Event | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Capital call notice | $ 19.1 | $ 52.9 | |||||
MVP Southgate Project | Variable Interest Entity, Not Primary Beneficiary | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Letters of credit | $ 14.2 | ||||||
MVP Project | Variable Interest Entity, Not Primary Beneficiary | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Letters of credit | $ 219.7 | $ 220.2 | |||||
EQT | MVP Joint Venture | Variable Interest Entity, Not Primary Beneficiary | Equitrans Midstream | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership interest | 46.80% | ||||||
EQT | MVP Southgate Project | Variable Interest Entity, Not Primary Beneficiary | Equitrans Midstream | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership interest | 47.20% | ||||||
ConEdison | Variable Interest Entity, Not Primary Beneficiary | Maximum | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Option to cap investment amount | $ 530 |
Investment in Unconsolidated _4
Investment in Unconsolidated Entity - Schedule of Unaudited Condensed Financial Statements for the Investment in Unconsolidated Equity (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Condensed Consolidated Balance Sheets | ||||
Current assets | $ 446,829 | $ 561,737 | ||
Total assets | 10,920,764 | 12,725,852 | $ 12,041,709 | |
Current liabilities | 367,576 | 594,878 | ||
Equity | 2,010,726 | 3,681,272 | 5,282,080 | $ 5,259,633 |
Total liabilities, mezzanine equity and shareholders' equity | 10,920,764 | 12,725,852 | ||
Condensed Statements of Consolidated Operations | ||||
Net (loss) income | (1,365,948) | 638,044 | (64,959) | |
MVP Joint Venture | Variable Interest Entity, Not Primary Beneficiary | ||||
Condensed Statements of Consolidated Operations | ||||
Operating expenses | (399) | (360) | (2,416) | |
Other income | 18 | 288 | 6,243 | |
Net interest income | 11,452 | 150,995 | 105,382 | |
AFUDC – equity | 26,722 | 352,323 | 245,890 | |
MVP Joint Venture | Equity Method Investment, Nonconsolidated Investee or Group of Investees | Variable Interest Entity, Not Primary Beneficiary | ||||
Condensed Consolidated Balance Sheets | ||||
Current assets | 148,820 | 146,054 | ||
Non-current assets | 6,432,288 | 5,848,298 | ||
Total assets | 6,581,108 | 5,994,352 | ||
Current liabilities | 160,331 | 217,086 | ||
Equity | 6,420,777 | 5,777,266 | ||
Total liabilities, mezzanine equity and shareholders' equity | 6,581,108 | 5,994,352 | ||
Condensed Statements of Consolidated Operations | ||||
Net (loss) income | $ 37,793 | $ 503,246 | $ 355,099 |
Share-based Compensation Plan_2
Share-based Compensation Plans - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2022shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Nov. 12, 2018shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Conversion rate for share-based compensation awards transferred | 0.8 | ||||
Capitalized cost | $ | $ 4,200,000 | $ 1,900,000 | $ (500,000) | ||
Share-based payment arrangement, tax expense for excess tax benefits | $ | 2,000,000 | 200,000 | 700,000 | ||
Total liability awards | $ | $ 50,372,000 | 46,108,000 | |||
Weighted average exercise price of stock options (in dollars per share) | $ / shares | $ 38.55 | ||||
Defined contribution plan expense | $ | $ 7,600,000 | $ 8,100,000 | $ 7,800,000 | ||
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) | 38,592,386 | ||||
Performance Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award requisite service period | 36 months | ||||
Performance Shares | 2020 Equitrans Midstream PSU Program | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Per year vest award percentage | 20.00% | ||||
Cumulative vest award percent | 40.00% | ||||
Performance Shares | 2021 Performance Share Unit Awards | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 1,997,750 | ||||
Target payout percent | 100.00% | ||||
Number of shared outstanding and vested (in shares) | 1,274,910 | ||||
Units expected to be paid in cash (in shares) | 722,840 | ||||
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 | Minimum | 2021 Performance Share Unit Awards | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Payout factor | 0.00% | ||||
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 | Maximum | 2021 Performance Share Unit Awards | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Payout factor | 200.00% | ||||
Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 660,250 | ||||
Period after which the shares granted will be fully vested | 3 years | ||||
Unrecognized compensation cost | $ | $ 5,500,000 | ||||
Weighted average vesting term | 1 year 2 months 26 days | ||||
Awards outstanding (in shares) | 1,393,401 | 841,068 | |||
Number of shared outstanding and vested (in shares) | 58,185 | ||||
Restricted Stock | EQT Corporation | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 660,250 | 491,640 | 344,796 | ||
Restricted Stock | 2021 Performance Share Unit Awards | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 546,520 | ||||
Restricted Stock Units, Liability | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Period after which the shares granted will be fully vested | 3 years | ||||
Total liability awards | $ | $ 7,900,000 | $ 4,500,000 | |||
Restricted Stock Units, Liability | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Period after which the shares granted will be fully vested | 3 years | ||||
Restricted Stock Units, Liability | EQT Corporation | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 430,800 | 455,619 | 271,233 | ||
Restricted Stock Units, Liability | 2021 Performance Share Unit Awards | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 310,320 | ||||
Nonqualified Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 0 | ||||
Unrecognized compensation cost | $ | $ 0 | ||||
Stock options outstanding (in shares) | 464,876 | ||||
Exercisable (in shares) | 464,876 | ||||
Phantom Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Awards outstanding (in shares) | 512,440 | ||||
Equity | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected term for risk-free rate | 3 years | ||||
Liability | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected term for risk-free rate | 2 years | ||||
First 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 | VDPSU Programs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 50.00% |
Share-based Compensation Plan_3
Share-based Compensation Plans - Schedule of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 22,694 | $ 16,949 | $ 6,414 |
Restricted stock awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | 11,268 | 7,422 | 5,197 |
Other programs, including non-employee director awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | 3,205 | 1,577 | 1,833 |
2017 Incentive PSU Program | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | 0 | 0 | (893) |
2018 Incentive PSU Program | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | 0 | 698 | (360) |
2019 Equitrans Midstream PSU Program | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | 984 | 4,935 | 0 |
2020 Equitrans Midstream PSU Program | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | 1,297 | 2,317 | 0 |
2021 Equitrans Midstream PSU Program | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | 5,940 | 0 | 0 |
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 | $ 0 | $ 0 | $ 637 |
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, 2021USD ($)$ / sharesshares | |
2017 Incentive Performance Share Unit Program, Equity | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair Value per Unit (in dollars per share) | $ / shares | $ 120.60 |
Awards Paid (in shares) | shares | 66,822 |
Value (Millions) | $ | $ 8.1 |
2017 Incentive Performance Share Unit Program, Liability | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair Value per Unit (in dollars per share) | $ / shares | $ 13.36 |
Awards Paid (in shares) | shares | 146,387 |
Value (Millions) | $ | $ 2 |
2018 Incentive Performance Share Unit Program, Equity | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair Value per Unit (in dollars per share) | $ / shares | $ 76.53 |
Awards Paid (in shares) | shares | 40,349 |
Value (Millions) | $ | $ 3.1 |
2018 Incentive Performance Share Unit Program, Liability | First Tranche | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair Value per Unit (in dollars per share) | $ / shares | $ 8.04 |
Awards Paid (in shares) | shares | 40,769 |
Value (Millions) | $ | $ 0.3 |
2018 Incentive Performance Share Unit Program, Liability | Second Tranche | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair Value per Unit (in dollars per share) | $ / shares | $ 0 |
Awards Paid (in shares) | shares | 0 |
Value (Millions) | $ | $ 0 |
2019 Incentive Performance Share Unit Program, Equity | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair Value per Unit (in dollars per share) | $ / shares | $ 15.03 |
Awards Outstanding (in shares) | shares | 474,488 |
2019 Incentive Performance Share Unit Program, Liability | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair Value per Unit (in dollars per share) | $ / shares | $ 0 |
Awards Outstanding (in shares) | shares | 209,525 |
2020 Incentive Performance Share Unit Program, Equity | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair Value per Unit (in dollars per share) | $ / shares | $ 5.59 |
Awards Outstanding (in shares) | shares | 703,583 |
2020 Incentive Performance Share Unit Program, Liability | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair Value per Unit (in dollars per share) | $ / shares | $ 7.19 |
Awards Outstanding (in shares) | shares | 406,050 |
2021 Incentive Performance Share Unit Program, Equity | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair Value per Unit (in dollars per share) | $ / shares | $ 8.77 |
Awards Outstanding (in shares) | shares | 1,481,126 |
2021 Incentive Performance Share Unit Program, Liability | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair Value per Unit (in dollars per share) | $ / shares | $ 13.73 |
Awards Outstanding (in shares) | shares | 856,190 |
Share-based Compensation Plan_5
Share-based Compensation Plans - Monte Carlo Simulation Valuation Method (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Liability | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free rate | 0.67% | 0.28% | |
Volatility factor | 61.00% | 42.00% | |
Expected term | 2 years | 1 year | |
Equity | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free rate | 0.16% | 0.39% | 2.54% |
Volatility factor | 61.00% | 53.00% | 30.00% |
Expected term | 3 years | 3 years | 3 years |
Share-based Compensation Plan_6
Share-based Compensation Plans - Summary of Restricted Stock Activity (Details) - Restricted Stock | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Non-vested Shares | |
Outstanding, beginning balance (in shares) | shares | 841,068 |
Granted (in shares) | shares | 660,250 |
Vested (in shares) | shares | (58,185) |
Forfeited (in shares) | shares | (49,732) |
Outstanding, ending balance (in shares) | shares | 1,393,401 |
Weighted Average Fair Value | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 17.08 |
Granted (in dollars per share) | $ / shares | 8.04 |
Vested (in dollars per share) | $ / shares | 44.20 |
Forfeited (in dollars per share) | $ / shares | 11.17 |
Outstanding, ending balance (in dollars per share) | $ / shares | $ 11.88 |
Aggregate Fair Value | |
Outstanding at January 1, 2021 | $ | $ 14,366,346 |
Granted | $ | 5,308,410 |
Vested | $ | (2,572,026) |
Forfeited | $ | (555,522) |
Outstanding at December 31, 2021 | $ | $ 16,547,208 |
Liability | |
Non-vested Shares | |
Outstanding, beginning balance (in shares) | shares | 877,596 |
Granted (in shares) | shares | 430,800 |
Vested (in shares) | shares | (190,036) |
Forfeited (in shares) | shares | (38,656) |
Outstanding, ending balance (in shares) | shares | 1,079,704 |
Weighted Average Fair Value | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 15.46 |
Granted (in dollars per share) | $ / shares | 8.06 |
Vested (in dollars per share) | $ / shares | 20.76 |
Forfeited (in dollars per share) | $ / shares | 10.73 |
Outstanding, ending balance (in dollars per share) | $ / shares | $ 11.74 |
Aggregate Fair Value | |
Outstanding at January 1, 2021 | $ | $ 13,565,895 |
Granted | $ | 3,472,652 |
Vested | $ | (3,944,942) |
Forfeited | $ | (414,837) |
Outstanding at December 31, 2021 | $ | $ 12,678,768 |
Share-based Compensation Plan_7
Share-based Compensation Plans - Schedule of Value Driver Award Programs (Details) - Value Driver Award $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($)$ / shares | |
2018 EQT VDPSU Program, Vesting February 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair Value per Unit (in dollars per share) | $ / shares | $ 20.02 |
Cash Paid (Millions) | $ | $ 4.1 |
2018 EQT VDPSU Program, Vesting February 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair Value per Unit (in dollars per share) | $ / shares | $ 13.36 |
Cash Paid (Millions) | $ | $ 2.3 |
Share-based Compensation Plan_8
Share-based Compensation Plans - Schedule of Phantom Unit Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation Expense | $ 22,694 | $ 16,949 | $ 6,414 |
Equitrans Midstream Phantom Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 149,280 | 92,760 | 45,000 |
Weighted Average Fair Value (in dollars per share) | $ 8.04 | $ 11.51 | $ 20.02 |
Compensation Expense | $ 1,200 | $ 1,100 | $ 900 |
EQGP Phantom Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 0 | 0 | 8,500 |
Weighted Average Fair Value (in dollars per share) | $ 0 | $ 0 | $ 20 |
Compensation Expense | $ 0 | $ 0 | $ 200 |
EQM Phantom Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 0 | 9,540 | 5,910 |
Weighted Average Fair Value (in dollars per share) | $ 0 | $ 29.91 | $ 43.25 |
Compensation Expense | $ 0 | $ 300 | $ 300 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Mar. 31, 2021 | Jan. 15, 2021 | Jan. 08, 2021 | Dec. 31, 2020 | Aug. 31, 2019 |
Eureka Credit Facility | Revolving Credit Facility | EQT | ||||||
Debt Instrument [Line Items] | ||||||
Borrowings outstanding | $ 280,000 | $ 302,500 | ||||
Amended 2019 EQM Term Loan Agreement | EQT | ||||||
Debt Instrument [Line Items] | ||||||
Principal | $ 1,400,000 | $ 1,400,000 | ||||
Line of credit | ||||||
Debt Instrument [Line Items] | ||||||
Principal | 505,000 | 787,500 | ||||
Line of credit | Amended EQM Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Principal | 225,000 | 485,000 | ||||
Term Loans | Amended 2019 EQM Term Loan Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Principal | $ 0 | 1,400,000 | ||||
EQM Senior notes | EQM 4.00% Senior Notes due 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 4.00% | |||||
Principal | $ 500,000 | 500,000 | ||||
EQM Senior notes | EQM 4.125% Senior Notes due 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 4.125% | |||||
Principal | $ 500,000 | 500,000 | ||||
EQM Senior notes | EQM 4.50% Senior Notes due 2029 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 4.50% | |||||
Principal | $ 800,000 | 0 | ||||
Borrowings | 790,927 | 0 | ||||
Fair Value | $ 834,856 | 0 | ||||
EQM Senior notes | EQM 4.75% Senior Notes due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 4.75% | |||||
Principal | $ 600,000 | 1,100,000 | ||||
EQM Senior notes | EQM 4.75% Senior Notes due 2023 | EQT | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 4.75% | |||||
Principal | $ 500,000 | $ 500,000 | ||||
EQM Senior notes | EQM 4.75% Senior Notes due 2031 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 4.75% | |||||
Principal | $ 1,100,000 | 0 | ||||
Borrowings | 1,087,493 | 0 | ||||
Fair Value | $ 1,166,220 | 0 | ||||
EQM Senior notes | EQM 5.50% Senior Notes due 2028 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 5.50% | |||||
Principal | $ 850,000 | 850,000 | ||||
EQM Senior notes | EQM 6.50% Senior Notes due 2048 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 6.50% | |||||
Principal | $ 550,000 | 550,000 | ||||
EQM Senior notes | EQM 6.00% Senior Notes due 2025 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 6.00% | |||||
Principal | $ 700,000 | 700,000 | ||||
EQM Senior notes | EQM 6.50% Senior Notes due 2027 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 6.50% | |||||
Principal | $ 900,000 | 900,000 | ||||
Notes and Loans Payable | ||||||
Debt Instrument [Line Items] | ||||||
Total long-term debt | 6,500,000 | 6,500,000 | ||||
Carrying Value | Line of credit | ||||||
Debt Instrument [Line Items] | ||||||
Borrowings | 505,000 | 787,500 | ||||
Carrying Value | Line of credit | Amended EQM Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Borrowings | 225,000 | 485,000 | ||||
Carrying Value | Line of credit | Eureka Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Borrowings | 280,000 | 302,500 | ||||
Carrying Value | Term Loans | Amended 2019 EQM Term Loan Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Borrowings | 0 | 1,397,768 | ||||
Carrying Value | EQM Senior notes | EQM 4.00% Senior Notes due 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Borrowings | 498,014 | 497,245 | ||||
Carrying Value | EQM Senior notes | EQM 4.125% Senior Notes due 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Borrowings | 495,816 | 494,966 | ||||
Carrying Value | EQM Senior notes | EQM 4.75% Senior Notes due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Borrowings | 598,088 | 1,094,235 | ||||
Carrying Value | EQM Senior notes | EQM 5.50% Senior Notes due 2028 | ||||||
Debt Instrument [Line Items] | ||||||
Borrowings | 842,657 | 841,538 | ||||
Carrying Value | EQM Senior notes | EQM 6.50% Senior Notes due 2048 | ||||||
Debt Instrument [Line Items] | ||||||
Borrowings | 539,778 | 539,393 | ||||
Carrying Value | EQM Senior notes | EQM 6.00% Senior Notes due 2025 | ||||||
Debt Instrument [Line Items] | ||||||
Borrowings | 692,662 | 690,565 | ||||
Carrying Value | EQM Senior notes | EQM 6.50% Senior Notes due 2027 | ||||||
Debt Instrument [Line Items] | ||||||
Borrowings | 889,510 | 887,602 | ||||
Carrying Value | Notes and Loans Payable | ||||||
Debt Instrument [Line Items] | ||||||
Total long-term debt | 6,434,945 | 6,443,312 | ||||
Fair Value | Line of credit | ||||||
Debt Instrument [Line Items] | ||||||
Fair Value | 505,000 | 787,500 | ||||
Fair Value | Line of credit | Amended EQM Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Fair Value | 225,000 | 485,000 | ||||
Fair Value | Line of credit | Eureka Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Fair Value | 280,000 | 302,500 | ||||
Fair Value | Term Loans | Amended 2019 EQM Term Loan Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Fair Value | 0 | 1,400,000 | ||||
Fair Value | EQM Senior notes | EQM 4.00% Senior Notes due 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Fair Value | 522,695 | 515,455 | ||||
Fair Value | EQM Senior notes | EQM 4.125% Senior Notes due 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Fair Value | 517,695 | 512,285 | ||||
Fair Value | EQM Senior notes | EQM 4.75% Senior Notes due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Fair Value | 628,380 | 1,162,590 | ||||
Fair Value | EQM Senior notes | EQM 5.50% Senior Notes due 2028 | ||||||
Debt Instrument [Line Items] | ||||||
Fair Value | 939,684 | 933,980 | ||||
Fair Value | EQM Senior notes | EQM 6.50% Senior Notes due 2048 | ||||||
Debt Instrument [Line Items] | ||||||
Fair Value | 673,458 | 582,995 | ||||
Fair Value | EQM Senior notes | EQM 6.00% Senior Notes due 2025 | ||||||
Debt Instrument [Line Items] | ||||||
Fair Value | 763,091 | 767,375 | ||||
Fair Value | EQM Senior notes | EQM 6.50% Senior Notes due 2027 | ||||||
Debt Instrument [Line Items] | ||||||
Fair Value | 1,014,417 | 1,020,060 | ||||
Fair Value | Notes and Loans Payable | ||||||
Debt Instrument [Line Items] | ||||||
Total long-term debt | $ 7,060,496 | $ 6,894,740 |
Debt - Debt Maturity (Details)
Debt - Debt Maturity (Details) | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
Combined aggregate amounts of maturities for long-term debt in 2022 | $ 0 |
Combined aggregate amounts of maturities for long-term debt in 2023 | 600,000,000 |
Combined aggregate amounts of maturities for long-term debt in 2024 | 500,000,000 |
Combined aggregate amounts of maturities for long-term debt in 2025 | 700,000,000 |
Combined aggregate amounts of maturities for long-term debt in 2026 | 500,000,000 |
Combined aggregate amounts of maturities for long-term debt in 2027 and thereafter | $ 4,200,000,000 |
Debt - Equitrans Midstream Term
Debt - Equitrans Midstream Term Loan Facility (Details) - USD ($) $ in Thousands | Mar. 03, 2020 | Dec. 31, 2018 | Mar. 03, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||||
Current portion of revolving credit facility borrowings | $ 0 | $ 302,500 | ||||
Revolving credit facility borrowings | $ 505,000 | $ 485,000 | ||||
Term Loans | ETRN Term Loan Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Principal | $ 600,000 | |||||
Net proceeds from offering | $ 650,000 | 568,100 | ||||
Discount | 18,000 | |||||
Debt issuance costs | $ 13,900 | |||||
Write off of unamortized debt | $ 24,400 | |||||
Weighted average annual interest rate | 6.20% | 6.80% |
Debt - Equitrans Midstream Cred
Debt - Equitrans Midstream Credit Facility (Details) - USD ($) | Mar. 03, 2020 | Mar. 03, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2018 |
Debt Instrument [Line Items] | ||||||
Letters of credit outstanding | $ 505,000,000 | $ 485,000,000 | ||||
Line of credit | Equitrans Midstream Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 100,000,000 | |||||
Write off of unamortized debt | $ 500,000 | |||||
Borrowings outstanding | $ 0 | |||||
Maximum amount of short term loans outstanding | 44,000,000 | |||||
Average daily balance of short term loans outstanding | $ 3,200,000 | |||||
Weighted average annual interest rate | 4.20% | |||||
Commitment fees paid | $ 100,000 | $ 500,000 | ||||
Letter of credit | Equitrans Midstream Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Letters of credit outstanding | $ 0 | $ 0 | $ 0 |
Debt - EQM Revolving Credit Fac
Debt - EQM Revolving Credit Facility and Amended 2019 EQM Term Loan Agreement (Details) | Apr. 16, 2021USD ($) | Jan. 07, 2021 | Mar. 30, 2020 | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jan. 08, 2021USD ($) | Aug. 31, 2019USD ($) | Nov. 01, 2018USD ($) | Oct. 31, 2018USD ($) |
Debt Instrument [Line Items] | ||||||||||
Revolving credit facility borrowings | $ 505,000,000 | $ 485,000,000 | ||||||||
Line of credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal | 505,000,000 | 787,500,000 | ||||||||
Amended EQM Credit Facility | EQM | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Borrowings | 225,000,000 | 485,000,000 | ||||||||
Revolving credit facility borrowings | 234,900,000 | 246,000,000 | ||||||||
Amended EQM Credit Facility | Line of credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal | 225,000,000 | 485,000,000 | ||||||||
Amended EQM Credit Facility | Line of credit | EQM | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 2,250,000,000 | $ 3,000,000,000 | $ 1,000,000,000 | |||||||
Increase limit | 750,000,000 | |||||||||
Debt related commitment fees | 7,400,000 | 7,200,000 | $ 4,600,000 | |||||||
Amended EQM Credit Facility | Line of credit | EQM | Debt Covenant Period One | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Consolidated leverage ratio | 5.50 | |||||||||
Amended EQM Credit Facility | Line of credit | EQM | Debt Covenant Period Two | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Consolidated leverage ratio | 5.95 | |||||||||
Amended EQM Credit Facility | Line of credit | EQM | Debt Covenant Period Three | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Consolidated leverage ratio | 5.25 | |||||||||
Amended EQM Credit Facility | Line of credit | EQM | Debt Covenant Period Four | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Consolidated leverage ratio | 5 | |||||||||
Amended EQM Credit Facility | Line of credit | EQM | Alternate Base Rate | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread above commitment fee | 0.125% | |||||||||
Amended EQM Credit Facility | Line of credit | EQM | Alternate Base Rate | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread above commitment fee | 2.00% | |||||||||
Amended EQM Credit Facility | Line of credit | EQM | Eurodollar | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread above commitment fee | 1.125% | |||||||||
Amended EQM Credit Facility | Line of credit | EQM | Eurodollar | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread above commitment fee | 3.00% | |||||||||
Amended EQM Credit Facility | Line of credit | EQT | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum amount of short term loans outstanding | 525,000,000 | 2,040,000,000 | 1,690,000,000 | |||||||
Average daily balance of short term loans outstanding | $ 395,000,000 | $ 852,000,000 | $ 846,000,000 | |||||||
Weighted average annual interest rate | 2.60% | 2.90% | 3.60% | |||||||
Amended EQM Credit Facility | Same-day swing line advances | EQM | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | 250,000,000 | |||||||||
Amended EQM Credit Facility | Letter of credit | EQM | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 400,000,000 | |||||||||
Maximum amount of short term loans outstanding | $ 0 | |||||||||
2019 Term Loan Facility | Unsecured debt | EQM | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Weighted average annual interest rate | 2.40% | 2.70% | 3.30% | |||||||
Borrowings outstanding | $ 1,400,000,000 | |||||||||
Amended 2019 EQM Term Loan Agreement | EQT | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal | $ 1,400,000,000 | $ 1,400,000,000 | ||||||||
Amended 2019 EQM Term Loan Agreement | Unsecured debt | EQM | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal | $ 300,000,000 |
Debt - Eureka Credit Facility (
Debt - Eureka Credit Facility (Details) $ in Thousands | May 13, 2021USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Line of credit | ||||
Debt Instrument [Line Items] | ||||
Principal | $ 505,000 | $ 787,500 | ||
Eureka Credit Facility | Line of credit | Eureka Midstream, LLC | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 400,000 | |||
Increase limit | $ 500,000 | |||
Consolidated leverage ratio | 4.75 | |||
Consolidated EBITDA ratio | 3.50 | |||
Consolidated interest charged leverage ratio | 2.50 | |||
Borrowings | 280,000 | 303,000 | ||
Maximum amount of short term loans outstanding | $ 293,000 | 315,000 | 323,000 | |
Average daily balance of short term loans outstanding | $ 288,000 | $ 301,000 | $ 301,000 | |
Weighted average annual interest rate | 4.20% | 2.50% | 2.60% | |
Commitment fees paid | $ 400 | $ 500 | $ 600 | |
Eureka Credit Facility | Line of credit | Eureka Midstream, LLC | Maximum | ||||
Debt Instrument [Line Items] | ||||
Consolidated leverage ratio | 5.25 | |||
Eureka Credit Facility | Line of credit | Eureka Midstream, LLC | Eurodollar | ||||
Debt Instrument [Line Items] | ||||
Basis spread above commitment fee | 1.00% | |||
Eureka Credit Facility | Line of credit | Eureka Midstream, LLC | Eurodollar | Minimum | ||||
Debt Instrument [Line Items] | ||||
Basis spread above commitment fee | 2.00% | |||
Eureka Credit Facility | Line of credit | Eureka Midstream, LLC | Eurodollar | Maximum | ||||
Debt Instrument [Line Items] | ||||
Basis spread above commitment fee | 3.25% | |||
Eureka Credit Facility | Line of credit | Eureka Midstream, LLC | Federal Funds Effective Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread above commitment fee | 0.50% | |||
Eureka Credit Facility | Line of credit | Eureka Midstream, LLC | Alternate Base Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Basis spread above commitment fee | 1.00% | |||
Eureka Credit Facility | Line of credit | Eureka Midstream, LLC | Alternate Base Rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Basis spread above commitment fee | 2.25% | |||
Eureka Credit Facility | Senior notes | Eureka Midstream, LLC | ||||
Debt Instrument [Line Items] | ||||
Principal | $ 200,000 | |||
Eureka Credit Facility | Same-day swing line advances | Eureka Midstream, LLC | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 20,000 |
Debt - 2021 Senior Notes (Detai
Debt - 2021 Senior Notes (Details) - EQM Senior notes - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2021 | Dec. 31, 2021 | Jan. 15, 2021 | Jan. 08, 2021 | Dec. 31, 2020 | |
4.50% Senior Notes Due 2029 | |||||
Debt Instrument [Line Items] | |||||
Principal | $ 800,000 | ||||
Interest rate | 4.50% | ||||
4.75% Senior Notes Notes Due 2031 | |||||
Debt Instrument [Line Items] | |||||
Principal | $ 1,100,000 | ||||
Interest rate | 4.75% | ||||
2021 Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Net proceeds from offering | $ 1,876,500 | ||||
Discount | 19,000 | ||||
Debt issuance costs | 4,500 | ||||
Redemption rate | 101.00% | ||||
EQM 4.75% Senior Notes due 2023 | |||||
Debt Instrument [Line Items] | |||||
Principal | $ 600,000 | $ 1,100,000 | |||
Interest rate | 4.75% | ||||
EQM 4.75% Senior Notes due 2023 | EQT | |||||
Debt Instrument [Line Items] | |||||
Principal | $ 500,000 | $ 500,000 | |||
Interest rate | 4.75% | ||||
Debt issuance costs | $ 537,000 |
Debt - Tender Offer (Details)
Debt - Tender Offer (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 15, 2021 | |
Debt Instrument [Line Items] | |||||
Loss on extinguishment of debt | $ 41,025 | $ 24,864 | $ 0 | ||
EQM Senior notes | EQM 4.75% Senior Notes due 2023 | |||||
Debt Instrument [Line Items] | |||||
Principal | $ 600,000 | $ 1,100,000 | |||
EQM Senior notes | EQM 4.75% Senior Notes due 2023 | EQT | |||||
Debt Instrument [Line Items] | |||||
Principal | $ 500,000 | $ 500,000 | |||
Debt issuance costs | $ 537,000 | ||||
Loss on extinguishment of debt | $ 41,000 |
Debt - 2020 Senior Notes (Detai
Debt - 2020 Senior Notes (Details) - EQM Senior notes - USD ($) $ in Millions | 3 Months Ended | |
Jun. 30, 2020 | Jun. 18, 2020 | |
6.00% Senior Notes Due 2025 | ||
Debt Instrument [Line Items] | ||
Principal | $ 700 | |
Interest rate | 6.00% | |
6.50% Senior Note Due 2027 | ||
Debt Instrument [Line Items] | ||
Principal | $ 900 | |
Interest rate | 6.50% | |
2020 Senior Notes | ||
Debt Instrument [Line Items] | ||
Net proceeds from offering | $ 1,576.1 | |
Discount | 20 | |
Debt issuance costs | $ 3.9 | |
Redemption rate | 101.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Gain on derivative instrument | $ 16.4 | $ 16.5 |
Measurement Input, Price Volatility | Valuation, Market Approach | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Derivative asset, measurement input | 0.39 | |
EQM | Fair Value | Level 3 | EES | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Preferred interest | $ 117 | 127 |
EQM | Carrying Value | Level 3 | EES | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Preferred interest | 100 | 105 |
Henry Hub cash payment | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Derivative instrument at fair value | $ 51.6 | $ 68 |
(Loss) Earnings Per Share (Deta
(Loss) Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Jun. 18, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||||
Net (loss) income | $ (1,365,948) | $ 638,044 | $ (64,959) | ||
Net loss attributable to noncontrolling interests | $ (21,291) | 14,530 | 214,912 | 138,784 | |
Less: Preferred dividends | 58,512 | 58,760 | 0 | ||
Net (loss) income attributable to Equitrans Midstream common shareholders | $ (1,438,990) | $ 364,372 | $ (203,743) | ||
Weighted average common shares outstanding (in shares) | 433,008 | 343,935 | 254,884 | ||
Dilutive securities (in shares) | 0 | 40 | 0 | ||
Diluted weighted average common shares outstanding - diluted (in shares) | 433,008 | 343,975 | 254,884 | ||
(Loss) earnings per share of common stock attributable to Equitrans Midstream common shareholders (in dollars per share) | $ (3.32) | $ 1.06 | $ (0.80) | ||
(Loss) earnings per share of common stock attributable to Equitrans Midstream common shareholders (in dollars per share) | $ (3.32) | $ 1.06 | $ (0.80) | ||
Potentially dilutive securities (in shares) | 30,556 | 16,512 | 5 | ||
Series A Preferred Units | EQM Merger | |||||
Class of Stock [Line Items] | |||||
Preferred Stock Redemption Premium | $ 27,300 | $ 27,300 | |||
Excluding Series A Preferred Units | |||||
Class of Stock [Line Items] | |||||
Net loss attributable to noncontrolling interests | $ 14,530 | 167,553 | $ 64,803 | ||
Series A Preferred Units | |||||
Class of Stock [Line Items] | |||||
Net loss attributable to noncontrolling interests | 0 | 47,359 | 73,981 | ||
Equitrans Preferred Shares | |||||
Class of Stock [Line Items] | |||||
Less: Preferred dividends | $ 58,512 | $ 58,760 | $ 0 | ||
Phantom Units | |||||
Class of Stock [Line Items] | |||||
Potentially dilutive securities related to stock options and awards (shares) | 498 | 288 | 208 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current income tax expense: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 4,853 | 2,613 | 0 |
Total current income tax expense | 4,853 | 2,613 | 0 |
Deferred income tax (benefit) expense: | |||
Federal | (274,857) | 81,206 | 30,975 |
State | (75,087) | 21,512 | 19,729 |
Total deferred income tax (benefit) expense | (349,944) | 102,718 | 50,704 |
Total income tax (benefit) expense | $ (345,091) | $ 105,331 | $ 50,704 |
Income Taxes - Effective Tax Ra
Income Taxes - Effective Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Income tax (benefit) expense at statutory rate | $ (359,318) | $ 156,109 | $ (2,993) |
Valuation allowance | 97,634 | 0 | 0 |
State income tax (benefit) expense | (80,277) | 19,058 | 15,587 |
Noncontrolling interests' share of earnings | (3,051) | (45,132) | (29,145) |
Impairment of goodwill | 0 | 0 | 78,177 |
AFUDC - equity | (2,595) | (28,346) | (14,127) |
Other | 2,516 | 3,642 | 3,205 |
Total income tax (benefit) expense | $ (345,091) | $ 105,331 | $ 50,704 |
Effective tax rate | 20.20% | 14.20% | (355.70%) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Reduction to income tax expense | $ 43,000 | |
Valuation allowance | 0 | $ 97,634 |
Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss | 41,400 | 34,500 |
Valuation allowance | 34,500 | |
State and Local Jurisdiction | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss | $ 13,500 | 16,700 |
Valuation allowance | 16,700 | |
State and Local Jurisdiction | PENNSYLVANIA | ||
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance | $ 46,400 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Tax Assets, Gross [Abstract] | ||
Investment in partnerships | $ 67,153 | $ 0 |
Net operating loss carryforwards | 51,231 | 54,925 |
Total deferred tax assets | 118,384 | 54,925 |
Valuation allowance | (97,634) | 0 |
Net deferred tax asset | 20,750 | 54,925 |
Deferred income tax liabilities: | ||
Investment in partnerships | 0 | (379,432) |
Deferred revenue | (17,120) | (18,257) |
Other | (3,630) | (3,132) |
Total deferred income tax liability | (20,750) | (400,821) |
Net deferred income tax asset (liability) | $ 0 | $ (345,896) |
Concentrations of Credit Risk (
Concentrations of Credit Risk (Details) - EQT Corporation | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 59.00% | 64.00% | 69.00% |
Accounts receivable | Credit Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 75.00% | 68.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remedial action included in other credits | $ 0.2 |
Purchase obligation | $ 3.9 |