Equitrans Midstream Corporation

ETRN

US2946001011

Oil & Gas Transportation Services

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Apr. 23	Equitrans Midstream Keeps Quarterly Cash Dividend at $0.15 a Share, Payable May 15 to Holders of Record on May 7	MT
Apr. 22	Equitrans Midstream Corporation Announces Quarterly Dividend, Payable on May 15, 2024	CI

EQUITRANS MIDSTREAM : Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

August 03, 2021 at 04:15 pm EDT

You should read the following discussion and analysis of financial condition and
results of operations in conjunction with the consolidated financial statements,
and the notes thereto, included elsewhere in this report.
Cautionary Statements
Disclosures in this Quarterly Report on Form 10-Q contain certain
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended (the Exchange Act), and Section 27A of the
Securities Act of 1933, as amended (the Securities Act). Statements that do not
relate strictly to historical or current facts are forward-looking and usually
identified by the use of words such as "anticipate," "estimate," "could,"
"would," "will," "may," "forecast," "approximate," "expect," "project,"
"intend," "plan," "believe," "target" and other words of similar meaning in
connection with any discussion of future operating or financial matters. Without
limiting the generality of the foregoing, forward-looking statements contained
in this Quarterly Report on Form 10-Q include the matters discussed in the
section captioned "Outlook" in Part I, "Item 2. Management's Discussion and
Analysis of Financial Condition and Results of Operations," and the expectations
of plans, strategies, objectives, and growth and anticipated financial and
operational performance of Equitrans Midstream and its affiliates, including:
•guidance and any changes in such guidance regarding the Company's gathering,
transmission and storage and water services revenue and volume growth, including
the anticipated effects associated with the EQT Global GGA and related documents
entered into with EQT;
•projected revenue (including from firm reservation fees) and volumes, deferred
revenues, expenses and contract liabilities, and the effects on liquidity,
projected revenue, deferred revenue and contract liabilities associated with the
EQT Global GGA and the MVP project (including changes in the targeted full
in-service date for such project);
•the ultimate gathering fee relief provided to EQT under the EQT Global GGA and
related agreements, including the exercise by EQT of any cash-out option as an
alternative to receiving a portion of such relief;
•the Company's ability to de-lever;
•the weighted average contract life of gathering, transmission and storage
contracts;
•infrastructure programs (including the timing, cost, capacity and sources of
funding with respect to gathering, transmission and storage and water projects);
•the cost, capacity, shippers for, timing of regulatory approvals (including
permitting timelines with respect to the MVP project water crossings), final
design (including expansions or extensions and capital related thereto), ability
to contract additional capacity on, mitigate emissions from and targeted
in-service dates of current or in-service projects or assets, in each case as
applicable;
•the ultimate terms, partner relationships and structure of the MVP Joint
Venture and ownership interests therein;
•the impact of changes in the targeted full in-service date of the MVP project
on, among other things, the fair value of the Henry Hub cash bonus provision of
the EQT Global GGA;
•expansion projects in the Company's operating areas and in areas that would
provide access to new markets;
•the Company's ability to provide produced water handling services and realize
expansion opportunities;
•the Company's ability to identify and complete acquisitions and other strategic
transactions, including joint ventures, effectively integrate transactions into
the Company's operations, and achieve synergies, system optionality and
accretion associated with transactions, including through increased scale;
•the Company's ability to access commercial opportunities and new customers for
its water services business, and the timing and final terms of any definitive
water services agreement or agreements between EQT and the Company entered into
pursuant to the terms of the Water Services Letter Agreement;
•any credit rating impacts associated with the MVP project, customer credit
ratings changes, defaults, acquisitions, dispositions and financings and any
changes in EQM's credit ratings;
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•the impact of the dispute with EQT (or resolution thereof) regarding the
Hammerhead gathering agreement and/or ownership of the Hammerhead pipeline on
the Company's business and results of operations;
•the impact of such dispute (or resolution thereof) on investors' perceptions of
the Company's commercial relationship with EQT;
•the effect and outcome of future litigation and other proceedings, including
regulatory proceedings;
•the effects of any consolidation of or effected by upstream gas producers,
whether in or outside of the Appalachian Basin;
•the timing and amount of future issuances or repurchases of the Company's
securities;
•the effects of conversion, if at all, of the Equitrans Midstream Preferred
Shares;
•the effects of seasonality;
•expected cash flows and MVCs, including those associated with the EQT Global
GGA and any definitive agreement or agreements between EQT and the Company
related to the Water Services Letter Agreement, and the potential impacts
thereon of the commission timing and cost of the MVP project;
•projected capital contributions and capital and operating expenditures,
including the amount and timing of reimbursable capital expenditures, capital
budget and sources of funds for capital expenditures;
•dividend amounts, timing and rates;
•changes in commodity prices and the effect of commodity prices on the Company's
business;
•future decisions of customers in respect of curtailing natural gas production,
timing of turning wells in line, rig and completion activity and related impacts
on the Company's business;
•liquidity and financing requirements, including sources and availability;
•interest rates;
•the ability of the Company's subsidiaries (some of which are not wholly owned)
to service debt under, and comply with the covenants contained in, their
respective credit agreements;
•expectations regarding natural gas and water volumes in the Company's areas of
operations;
•the Company's ability to achieve anticipated benefits associated with the
execution of the EQT Global GGA, the Water Services Letter Agreement and related
agreements;
•the impact on the Company and its subsidiaries of the coronavirus disease 2019
(COVID-19) pandemic, including, among other things, effects on demand for
natural gas and the Company's services, commodity prices and access to capital;
•the Company's ability to achieve its environmental, social and governance (ESG)
and sustainability goals (including goals set forth in its climate policy);
•the effectiveness of the Company's information technology systems and practices
to defend against evolving cyber attacks on United States critical
infrastructure;
•the effects of government regulation; and
•tax status and position.
The forward-looking statements included in this Quarterly Report on Form 10-Q
involve risks and uncertainties that could cause actual results to differ
materially from projected results. Accordingly, investors should not place undue
reliance on forward-looking statements as a prediction of actual results. The
Company has based these forward-looking statements on management's current
expectations and assumptions about future events. While the Company considers
these expectations and assumptions to be reasonable, they are inherently subject
to significant business, economic, competitive, regulatory, judicial and other
risks and uncertainties, many of which are difficult to predict and are beyond
the Company's control. The risks and uncertainties that may affect the
operations, performance and results of the Company's business and
forward-looking statements
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include, but are not limited to, those set forth under "Item 1A. Risk Factors"
in the Company's Annual Report on Form 10-K for the year ended December 31,
2020, as are updated by this Quarterly Report on Form 10-Q.
Any forward-looking statement speaks only as of the date on which such statement
is made and the Company does not intend to correct or update any forward-looking
statement, unless required by securities law, whether as a result of new
information, future events or otherwise.
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Executive Overview

Net income attributable to Equitrans Midstream common shareholders was $22.5
million for the three months ended June 30, 2021 compared to $27.0 million for
the three months ended June 30, 2020. The decrease resulted primarily from
impairment charges associated with long-lived assets on Water, lower equity
income from the Company's investment in the MVP Joint Venture and higher net
interest expense, partially offset by lower net income attributable to
noncontrolling interests, a premium on the redemption of EQM Series A Preferred
Units recorded during the second quarter of 2020, lower income tax expense and
higher operating revenues.

Net income attributable to Equitrans Midstream common shareholders was $80.5
million for the six months ended June 30, 2021 compared to $96.7 million for the
six months ended June 30, 2020. The decrease resulted primarily from lower
equity income from the Company's investment in the MVP Joint Venture, lower
operating revenues on Gathering (primarily due to impacts of the EQT Global GGA)
and Water, higher net interest expense and additional loss on extinguishment of
debt charges, partially offset by lower net income attributable to
noncontrolling interest, transaction costs recorded during the first half of
2020 and lower income tax expense. See Note 5 to the consolidated financial
statements for a discussion of deferred revenues under the EQT Global GGA.

COVID-19 Update



While the COVID-19 pandemic is continuing, the outbreak has had, and continues
to have, a minimal direct impact on the Company's overall operations. The
Company continues to actively manage its response to the COVID-19 pandemic in
collaboration with relevant parties and, given that the situation surrounding
COVID-19 remains fluid, a number of Company-wide measures undertaken in response
to COVID-19 remain in effect to continue to promote the safety and health of
field and office-based employees and contractors.

Notwithstanding the outbreak's minimal direct impact to date on the Company's
overall operations, the Company acknowledges that the COVID-19 pandemic is still
ongoing and therefore the Company cannot predict that the pandemic, or further
developments regarding variants of COVID-19, will not have any impact in the
future on the Company's business, results of operations or financial position.
For further information regarding the potential impact of COVID-19 on the
Company, see "The outbreak of COVID-19 (or any future pandemic), and related
declines in economic output and demand for natural gas, could harm our business,
results of operations and financial condition." under "Item 1A. Risk Factors" in
the Company's Annual Report on Form 10-K for the year ended December 31, 2020.

Business Segment Results
Operating segments are revenue-producing components of an enterprise for which
separate financial information is produced internally and is subject to
evaluation by the chief operating decision maker in deciding how to allocate
resources. Headquarters costs consist primarily of transaction costs and other
unallocated corporate expenses. Net interest expense, components of other income
and income tax expense are managed on a consolidated basis. The Company has
presented each segment's operating income, other income, equity income and
various operational measures in the following sections. Management believes that
the presentation of this information is useful to management and investors
regarding the financial condition, results of operations and trends of its
segments. The Company has reconciled each segment's operating income to the
Company's consolidated operating income and net income in Note 4 to the
consolidated financial statements.

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Gathering Results of Operations


                                                        Three Months Ended June 30,                                      Six Months Ended June 30,
                                                                                          %                                                                %
                                               2021                  2020               Change                 2021                  2020               Change
                                                                                    (Thousands, except per day amounts)
FINANCIAL DATA
Firm reservation fee revenues (a)        $      149,360          $ 149,109                 0.2           $      297,552          $ 301,188

(1.2)



Volumetric-based fee revenues (b)                90,592             72,422                25.1                  192,476            230,390                (16.5)
Total operating revenues                        239,952            221,531                 8.3                  490,028            531,578                 (7.8)
Operating expenses:
Operating and maintenance                        24,274             22,745                 6.7                   46,940             41,623                 12.8
Selling, general and administrative              25,689             24,521                 4.8                   50,493             45,756                 10.4
Transaction costs                                     -                  -                   -                        -              4,104               (100.0)
Depreciation                                     46,911             41,827                12.2                   93,458             82,267                 13.6
Amortization of intangible assets                16,205             16,205                   -                   32,410             30,786

5.3


Impairments of long-lived assets                      -                  -                   -                        -             55,581               (100.0)
Total operating expenses                        113,079            105,298                 7.4                  223,301            260,117                (14.2)
Operating income                         $      126,873          $ 116,233                 9.2           $      266,727          $ 271,461                 (1.7)

Other income (c)                         $        9,434          $  12,554               (24.9)          $       16,569          $  16,724                 (0.9)

OPERATIONAL DATA
Gathered volumes (BBtu per day)
Firm capacity (d)                                 5,279              5,079                 3.9                    5,262              4,268                 23.3
Volumetric-based services                         3,106              2,607                19.1                    3,225              3,723                (13.4)
Total gathered volumes                            8,385              7,686                 9.1                    8,487              7,991                  6.2

Capital expenditures (e)                 $       59,680          $ 101,157               (41.0)          $      107,793          $ 212,611                (49.3)


(a)For the three and six months ended June 30, 2021, firm reservation fee
revenues included approximately $3.7 million and $6.9 million, respectively, of
MVC unbilled revenues. For the three and six months ended June 30, 2020, firm
reservation fee revenues included approximately $4.8 million and $11.1 million,
respectively, of MVC unbilled revenues.
(b)For the three and six months ended June 30, 2021, volumetric-based fee
revenues included approximately $0.2 million and $6.4 million, respectively, of
unbilled revenues.
(c)Other income includes the unrealized gains on derivative instruments
associated with the Henry Hub cash bonus payment provision. See "Other Income
Statement Items" below for further information.
(d)Includes volumes up to the contractual MVC under agreements structured with
MVCs. Volumes in excess of the contractual MVC are reported under
Volumetric-based services.
(e)Includes approximately $4.1 million and $5.8 million of capital expenditures
related to the noncontrolling interest in Eureka Midstream for the three and six
months ended June 30, 2021, respectively, and includes approximately $11.1
million and $23.6 million of capital expenditures related to the noncontrolling
interest in Eureka Midstream for the three and six months ended June 30, 2020,
respectively.
Three Months Ended June 30, 2021 Compared to Three Months Ended June 30, 2020
Gathering operating revenues increased by $18.4 million for the three months
ended June 30, 2021 compared to the three months ended June 30, 2020.
Volumetric-based fee revenues increased by $18.2 million primarily due to higher
gathered volumes.
Gathering operating expenses increased by $7.8 million for the three months
ended June 30, 2021 compared to the three months ended June 30, 2020 due to
higher operating and maintenance, selling, general and administrative and
depreciation expenses. Operating and maintenance expense increased by $1.5
million primarily associated with higher property taxes. Selling, general and
administrative expense increased by $1.2 million primarily due to legal fees
related to the pending Hammerhead pipeline arbitration. Depreciation expense
increased by $5.1 million as a result of additional assets placed in-service.
Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020
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Gathering operating revenues decreased by $41.6 million for the six months ended
June 30, 2021 compared to the six months ended June 30, 2020. Firm reservation
fee revenues decreased by $3.6 million primarily due to $72.4 million of
deferred revenue resulting from the EQT Global GGA, partly offset by
$61.9 million of increased MVC revenues resulting from the EQT Global GGA and
increased firm capacity by other producers. Volumetric-based fee revenues
decreased by $37.9 million primarily due to increased MVC revenues attributable
to volumes that previously were subject to volumetric-based fees prior to the
EQT Global GGA. See Note 5 to the consolidated financial statements for a
discussion of deferred revenues under the EQT Global GGA.
Gathering operating expenses decreased by $36.8 million for the six months ended
June 30, 2021 compared to the six months ended June 30, 2020 primarily as a
result of the impairments of long-lived assets (which consisted of gathering
assets and customer-related intangible assets totaling $55.6 million, as
described in Note 3 to the consolidated financial statements) and transaction
costs associated with the EQM Merger and related transactions during the first
quarter of 2020, partially offset by increases in operating and maintenance,
selling, general and administrative and depreciation expenses in the first half
of 2021 compared to the first half of 2020. Operating and maintenance expense
increased by $5.3 million primarily as a result of an increase in repairs and
maintenance expense. Selling, general and administrative expense increased by
$4.7 million primarily due to legal fees related to the pending Hammerhead
pipeline arbitration. Depreciation expense increased by $11.2 million as a
result of additional assets placed in-service.
See "Outlook" and Note 3 to the consolidated financial statements for further
discussion of the impairments of long-lived assets. See also "Outlook" and Part
I, "Item 3. Quantitative and Qualitative Disclosures About Market Risk" of this
Quarterly Report on Form 10-Q for discussions of certain customer production
curtailments during 2020 and Note 5 to the consolidated financial statements for
discussions of the EQT Global GGA and the transactions related thereto,
including the gathering fee relief to EQT thereunder. As was the case for the
Gathering operating revenues during the first half of 2021, the Company expects
that the revenues resulting from the MVCs under the EQT Global GGA will increase
the proportion of the Company's total operating revenues that are firm
reservation fee revenues, and correspondingly decrease the portion of the
Company's total operating revenues that are volumetric-based fee revenues, in
future periods. Firm reservation fee revenues under the Company's Hammerhead
gathering agreement with EQT (which is subject to a pending dispute with EQT)
are also expected to contribute to an increase in the Company's firm reservation
fee revenues. See also "Outlook" for discussions of the Hammerhead pipeline
dispute with EQT.


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Transmission Results of Operations


                                                       Three Months Ended June 30,                                      Six Months Ended June 30,
                                                                                         %                                                               %
                                               2021                 2020               Change                 2021                  2020               Change
                                                                                   (Thousands, except per day amounts)
FINANCIAL DATA
Firm reservation fee revenues            $       83,797          $ 83,764                   -           $      185,186          $ 183,361

1.0



Volumetric-based fee revenues                     9,101             5,161                76.3                   19,131             12,179                57.1
Total operating revenues                         92,898            88,925                 4.5                  204,317            195,540                 4.5
Operating expenses:
Operating and maintenance                         8,478             9,630               (12.0)                  15,760             19,071               (17.4)
Selling, general and administrative               8,632             5,905                46.2                   17,481             11,087                57.7
Depreciation                                     13,826            13,570                 1.9                   27,626             27,128                 1.8
Total operating expenses                         30,936            29,105                 6.3                   60,867             57,286                 6.3
Operating income                         $       61,962          $ 59,820                 3.6           $      143,450          $ 138,254                 3.8

Equity income                            $        5,921          $ 56,244               (89.5)          $        5,924          $ 110,316               (94.6)

OPERATIONAL DATA
Transmission pipeline throughput (BBtu
per day)
Firm capacity reservation                         2,906             2,742                 6.0                    2,921              2,871                 1.7
Volumetric-based services                            12                 7                71.4                       11                 11                   -
Total transmission pipeline throughput            2,918             2,749                 6.1                    2,932              2,882

1.7



Average contracted firm transmission
reservation commitments (BBtu per day)            3,780             3,767                 0.3                    4,102              4,110                (0.2)

Capital expenditures (a)                 $        7,790          $ 15,464               (49.6)          $       11,295          $  26,262               (57.0)


(a)Transmission capital expenditures do not include aggregate capital
contributions made to the MVP Joint Venture for the MVP and MVP Southgate
projects of $73.9 million and $84.7 million for the three and six months ended
June 30, 2021, respectively, and $33.5 million and $78.6 million for the three
and six months ended June 30, 2020, respectively.
Three Months Ended June 30, 2021 Compared to Three Months Ended June 30, 2020
Transmission operating revenues increased by $4.0 million for the three months
ended June 30, 2021 compared to the three months ended June 30, 2020 primarily
as a result of increased volumetric-based fee revenues due to higher storage
activities and increased usage fees.
Operating expenses increased by $1.8 million for the three months ended June 30,
2021 compared to the three months ended June 30, 2020 primarily as a result of
higher selling, general and administrative expense resulting from increased
professional service fees and personnel costs, partly offset by lower operating
and maintenance expense primarily due to lower property taxes.
Equity income decreased by $50.3 million for the three months ended June 30,
2021 compared to the three months ended June 30, 2020 due to the decrease in the
MVP Joint Venture's AFUDC on the MVP project for the three months ended June 30,
2021.
Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020
Transmission operating revenues increased by $8.8 million for the six months
ended June 30, 2021 compared to the six months ended June 30, 2020. Firm
reservation fee revenues increased by $1.8 million primarily due to customers
contracting for additional firm transmission capacity. Volumetric-based fee
revenues increased by $7.0 million primarily due to higher storage activities
and increased usage fees.
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Operating expenses increased by $3.6 million for the six months ended June 30,
2021 compared to the six months ended June 30, 2020 primarily as a result of
higher selling, general and administrative expense resulting from increased
professional service fees and personnel costs, partly offset by lower operating
and maintenance expense primarily due to operational efficiencies.
Equity income decreased by $104.4 million for the six months ended June 30,
2021 compared to the six months ended June 30, 2020 due to the decrease in the
MVP Joint Venture's AFUDC on the MVP project for the six months ended June 30,
2021.
In January 2021, the MVP Joint Venture temporarily suspended AFUDC on the MVP
project due to a temporary reduction in growth construction activities. During
the second quarter of 2021, the MVP Joint Venture resumed some AFUDC on the MVP
project as certain growth construction activities resumed. Depending on the
timing of the resumption of the remaining growth construction activities and
associated AFUDC, the Company's equity income could be negatively impacted in
future periods, and such impact could be substantial.

Water Results of Operations
                                                 Three Months Ended June 30,                                     Six Months Ended June 30,
                                                                                   %                                                              %
                                         2021                 2020               Change                 2021                 2020               Change
                                                                             (Thousands, except MMgal amounts)
FINANCIAL DATA
Firm reservation fee revenues (a) $           929          $ 11,007               (91.6)          $        2,773          $ 23,783               (88.3)
Volumetric-based fee revenues              14,516            19,127               (24.1)                  31,173            42,802               (27.2)
Total operating revenues                   15,445            30,134               (48.7)                  33,946            66,585               (49.0)
Operating expenses:
Operating and maintenance                   5,393             9,288               (41.9)                   9,528            19,391               (50.9)
Selling, general and
administrative                              1,313             1,044                25.8                    3,027             2,524                19.9
Depreciation                                8,201             7,499                 9.4                   16,376            14,615                12.0
Impairments of long-lived assets           56,178                 -               100.0                   56,178                 -               100.0
Total operating expenses                   71,085            17,831               298.7                   85,109            36,530               133.0
Operating (loss) income           $       (55,640)         $ 12,303              (552.2)          $      (51,163)         $ 30,055              (270.2)

OPERATIONAL DATA
Water services volumes (MMgal)
Firm capacity reservation (b)                  18               150               (88.0)                      54               361               (85.0)
Volumetric-based services                     296               435               (32.0)                     676               817               (17.3)
Total water volumes                           314               585               (46.3)                     730             1,178               (38.0)

Capital expenditures              $         4,820          $  2,371               103.3           $        9,627          $  5,847                64.6


(a)  For the three and six months ended June 30, 2021, firm reservation fee
revenues included approximately $0.5 million and $1.0 million, respectively, of
MVC unbilled revenues. For the three and six months ended June 30, 2020, firm
reservation fee revenues included approximately $4.5 million and $9.5 million,
respectively, of MVC unbilled revenues.
(b)  Includes volumes up to the contractual MVC under agreements structured with
MVCs. Volumes in excess of the contractual MVC are reported under
Volumetric-based services.
Three Months Ended June 30, 2021 Compared to Three Months Ended June 30, 2020
Water operating revenues decreased by $14.7 million for the three months ended
June 30, 2021 compared to the three months ended June 30, 2020. Firm reservation
fee revenues decreased by $10.1 million primarily as a result of decreased
revenues associated with contractually lower MVCs, including decreased unbilled
revenue. Volumetric-based fee revenues decreased $4.6 million primarily due to
lower volumes as a result of decreased producer activity.
Water operating expenses increased by $53.3 million for the three months ended
June 30, 2021 compared to the three months ended June 30, 2020 primarily as a
result of the impairments of long-lived assets totaling $56.2 million (as
described in Note 3 to the consolidated financial statements), partly offset by
lower operating and maintenance expense primarily due to overall lower customer
activity resulting in lower fresh water and produced water costs.
Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020
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Water operating revenues decreased by $32.6 million for the six months ended
June 30, 2021 compared to the six months ended June 30, 2020. Firm reservation
fee revenues decreased by $21.0 million primarily as a result of decreased
revenues associated with contractually lower MVCs, including decreased unbilled
revenue. Volumetric-based fee revenues decreased $11.6 million primarily due to
lower volumes as a result of decreased producer activity and decreased realized
rates on a per gallon basis. A majority of the fresh water delivery fees the
Company charges per gallon of water are tiered and thus are lower on a per
gallon basis once certain volumetric thresholds are met.
Water operating expenses increased by $48.6 million for the six months ended
June 30, 2021 compared to the six months ended June 30, 2020 primarily as a
result of the impairments of long-lived assets totaling $56.2 million (as
described in Note 3 to the consolidated financial statements), partly offset by
lower operating and maintenance expense primarily due to overall lower customer
activity resulting in lower fresh water and produced water costs.
The Company's water services are directly associated with producers' well
completion activities and fresh and produced water needs (which are partially
driven by horizontal lateral lengths and the number of completion stages per
well). Therefore, the Water operating results traditionally fluctuate from
year-to-year in response to producers' well completion activities and water
operating results for interim periods are not necessarily indicative of the
results for any year, including the year ending December 31, 2021.
Other Income Statement Items
Other Income
Other income decreased by $3.5 million for the three months ended June 30, 2021
compared to the three months ended June 30, 2020. The decrease was primarily due
to a $3.1 million decrease in unrealized gain on derivative instruments
associated with the Henry Hub cash bonus payment provision primarily due to the
impact of changes in the targeted in-service date for the MVP project partially
offset by an increase in NYMEX Henry Hub natural gas futures prices. Other
income was relatively flat for the six months ended June 30, 2021 compared to
the six months ended June 30, 2020.
Loss on Extinguishment of Debt
Loss on extinguishment of debt increased $16.2 million for the six months ended
June 30, 2021 compared to the six months ended June 30, 2020. The Company
incurred a loss on the extinguishment of debt of $41.0 million during the six
months ended June 30, 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. During the
six months ended June 30, 2020, the Company incurred a loss on the
extinguishment of debt of $24.9 million related to the write off of unamortized
discounts and financing costs primarily related to the prepayment and
termination of the ETRN Term Loan Credit Agreement. See Note 8 to the
consolidated financial statements for additional discussion.

Net Interest Expense



Net interest expense increased $28.8 million for the three months ended June 30,
2021 compared to the three months ended June 30, 2020 primarily due to higher
interest expense of $22.2 million and $22.8 million associated with the 2020
Senior Notes and the 2021 Senior Notes, respectively, and decreased capitalized
interest and AFUDC - debt of $5.0 million, partially offset by lower interest
expense of $22.3 million primarily associated with the termination of the
Amended 2019 EQM Term Loan Agreement, decreased borrowings under the Amended EQM
Credit Facility and lower interest on the 2023 Notes as a result of the Tender
Offers.

Net interest expense increased $57.2 million for the six months ended June 30,
2021 compared to the six months ended June 30, 2020 primarily due to higher
interest expense of $48.2 million and $43.7 million associated with the 2020
Senior Notes and the 2021 Senior Notes, respectively, and decreased capitalized
interest and AFUDC - debt of $13.2 million, partially offset by lower interest
expense of $49.3 million primarily associated with the termination of the
Amended 2019 EQM Term Loan Agreement and the ETRN Term Loan Credit Agreement,
decreased borrowings under the Amended EQM Credit Facility and lower interest on
the 2023 Notes as a result of the Tender Offers.

As a result of the issuance of the 2021 Senior Notes, and after taking into
account the use of those proceeds to pay off other outstanding debt, the Company
expects interest expense for the periods after the issuance of the 2021 Senior
Notes to be higher than comparable prior year periods.

See also Note 8 to the consolidated financial statements for a discussion of certain of the Company's outstanding debt.

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Income Taxes
See Note 11 to the consolidated financial statements for an explanation of the
decrease in income taxes for the three and six months ended June 30, 2021
compared to the three and six months ended June 30, 2020.
The Company files a consolidated income tax return for federal income taxes and
uses the asset and liability method to account for income taxes. 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. The Company's effective tax rate
for periods following the EQM Merger has been, and the Company expects its
effective tax rate for future periods will be, generally higher than the pre-EQM
Merger periods due to the decrease in net income attributable to noncontrolling
interests as a result of the EQM Merger and related Restructuring.
Net Income Attributable to Noncontrolling Interests
Net income attributable to noncontrolling interests decreased for the three and
six months ended June 30, 2021 compared to the three and six months ended June
30, 2020 primarily as a result of the reduction in noncontrolling interest in
connection with the EQM Merger and the Restructuring.
The Company recorded net income attributable to noncontrolling interest for the
third-party ownership interests in EQM (including the EQM Series A Preferred
Units) through the closing of the EQM Merger. Upon the closing of the EQM Merger
on June 17, 2020, the Company's remaining noncontrolling interest consists
solely of the third-party ownership interest in Eureka Midstream.
Capital Expenditures
See "Investing Activities" and "Capital Requirements" under "Capital Resources
and Liquidity" for discussion of capital expenditures and capital contributions.
Outlook
The Company's strategically-located assets overlay core acreage in the
Appalachian Basin. The location of the Company's assets allows its producer
customers to access major demand markets in the U.S. The Company is one of the
largest natural gas gatherers in the U.S., and its largest customer, EQT, was
the largest natural gas producer in the U.S. based on average daily sales
volumes as of June 30, 2021. The Company maintains a stable cash flow profile,
with approximately 67% of its revenue for the six months ended June 30, 2021
generated by firm reservation fees. Further, the percentage of the Company's
revenues that are generated by firm reservation fees is expected to increase in
future years as a result of the 15-year term EQT Global GGA, which includes an
MVC of 3.0 Bcf per day that became effective on April 1, 2020 and gradually
steps up to 4.0 Bcf per day for several years following the full in-service date
of the MVP project. This contract structure enhances the stability of the
Company's cash flows and limits its direct exposure to commodity price risk.
The Company's principal strategy is to achieve greater scale and scope and
enhance the durability of its financial strength, which the Company expects will
drive future growth and investment. The Company is implementing its strategy by
leveraging its existing assets, executing on its growth projects (including
through potential expansion and extension opportunities), focusing on ESG and
sustainability initiatives, and, where appropriate, seeking and executing on
strategically-aligned acquisition and joint venture opportunities and other
strategic transactions, while strengthening its balance sheet through:
•highly predictable cash flows backed by firm reservation fees;
•actions to de-lever its balance sheet;
•disciplined capital spending;
•operating cost control; and
•an appropriate dividend policy.
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As part of its approach to organic growth, the Company is focused on its
projects and assets outlined below, many of which are supported by contracts
with firm capacity or MVC commitments. The Company believes that this approach
will enable the Company to achieve its strategic goals.
The Company expects that the MVP project, together with the Hammerhead pipeline
and Equitrans, L.P. Expansion Project (EEP), will primarily drive the Company's
organic growth and that its future growth also will be supported by the MVP
Southgate project, as discussed in further detail below.

•Mountain Valley Pipeline. The MVP is being constructed by a joint venture among
the Company and affiliates of each of NextEra Energy, Inc., Con Edison, AltaGas
Ltd. and RGC Resources, Inc. As of June 30, 2021, the Company owned an
approximate 46.4% interest in the MVP project and will operate the MVP. The MVP
is an estimated 300-mile, 42-inch diameter natural gas interstate pipeline with
a targeted capacity of 2.0 Bcf per day that will span from the Company's
existing transmission and storage system in Wetzel County, West Virginia to
Pittsylvania County, Virginia, providing access to the growing Southeast demand
markets. The MVP Joint Venture has secured a total of 2.0 Bcf per day of firm
capacity commitments at 20-year terms. Additional shippers have expressed
interest in the MVP project and the MVP Joint Venture is evaluating an expansion
opportunity that could add approximately 0.5 Bcf per day of capacity through the
installation of incremental compression. The MVP Joint Venture is also
evaluating other future pipeline extension projects.

In October 2017, the FERC issued the Certificate of Public Convenience and
Necessity (the Certificate) for the MVP. In the first quarter of 2018, the MVP
Joint Venture received limited notice to proceed with certain construction
activities from the FERC and commenced construction. Following a comprehensive
review of all outstanding stream and wetland crossings across the approximately
300-mile MVP project route, on February 19, 2021, the MVP Joint Venture
submitted (i) a joint application package to each of the Huntington, Pittsburgh
and Norfolk Districts of the U.S. Army Corps of Engineers (Army Corps) that
requests an Individual Permit from the Army Corps to effect approximately 300
water crossings utilizing open cut techniques (the Army Corps Individual Permit)
and (ii) an application to amend the Certificate that seeks FERC authority to
utilize alternative trenchless construction methods to effect approximately 120
water crossings. Related to seeking the Army Corps Individual Permit, on March
4, 2021, the MVP Joint Venture submitted applications to each of the West
Virginia Department of Environmental Protection (WVDEP) and the Virginia
Department of Environmental Quality (VADEQ) seeking Section 401 water quality
certification approvals or waivers (such approvals or waivers, the State 401
Approvals). Both the WVDEP and VADEQ submitted requests to the Army Corps for
additional time to address the applications, and, in late June 2021, the Army
Corps granted the WVDEP and the VADEQ additional review time through November
29, 2021 and December 31, 2021, respectively. In early June 2021, the FERC
issued a notice of schedule for the MVP Joint Venture's Certificate amendment
application and the FERC is preparing to issue an environmental assessment in
mid-August 2021. Given that the expected permitting timelines for both the FERC
and the Army Corps are in-line with the Company's expectations, the Company
continues to target a full in-service date for the MVP project in summer 2022 at
a total project cost of approximately $6.2 billion (excluding AFUDC).

In order to complete the project in accordance with the targeted full in-service
date and cost, the MVP Joint Venture must, among other things, timely receive
the Army Corps Individual Permit (as well as timely receive the State 401
Approvals and, as necessary, certain other state-level approvals), and timely
receive authorization from the FERC to amend the Certificate to utilize
alternative trenchless construction methods for certain stream and wetland
crossings. The MVP Joint Venture also must (i) maintain and, as applicable,
timely receive required authorizations, including authorization to proceed with
construction, related to the Jefferson National Forest (JNF) from the Bureau of
Land Management (BLM), the U.S. Forest Service (USFS) and the FERC; (ii)
continue to have available the orders previously issued by the FERC modifying
its prior stop work orders and extending the MVP Joint Venture's prescribed time
to complete the MVP project; (iii) timely receive authorization from the FERC to
complete construction work in the portion of the project route currently
remaining subject to the FERC's previous stop work order; and (iv) continue to
be authorized to work under the Biological Opinion and Incidental Take Statement
issued by the United States Department of the Interior's Fish and Wildlife
Service (FWS) for the MVP project. In each case, any such foregoing or other
authorizations must remain in effect notwithstanding any pending or future
challenge thereto. For further information regarding litigation and regulatory
related delays affecting the completion of the MVP project, see "Item 1. Legal
Proceedings" in Part II of this Quarterly Report on Form 10-Q. See also "The
regulatory approval process for the construction of new midstream assets is very
challenging, and decisions by regulatory and judicial authorities in pending or
potential proceedings could impact our or the MVP Joint Venture's ability to
obtain or maintain in effect all approvals and authorizations necessary to
complete certain projects on the targeted time frame or at all or our ability to
achieve the expected investment returns on the projects." included in "Item 1A.
Risk Factors" in the Company's Annual Report on
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Form 10-K for the year ended December 31, 2020 for additional discussion of risks in respect of the targeted in-service date and cost discussed above.



On November 4, 2019, 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, 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 members' respective
interests in the MVP project and decrease Con Edison's interest in the MVP
project. As a result, based on the MVP project's approximate $6.2 billion
(excluding AFUDC) targeted cost, the Company's ownership interest in the MVP
project is expected to progressively increase from approximately 46.4% to
approximately 47.8%.

Through June 30, 2021, based on the MVP project's targeted cost, the Company had
funded approximately $2.3 billion of its estimated total capital contributions
of approximately $3.1 billion (inclusive of additional contributions required
due to the Con Edison cap described above), including approximately $160 million
in excess of the Company's ownership interest. For 2021, the Company expects to
make total capital contributions of $255 million to $305 million to the MVP
Joint Venture for purposes of the MVP project, depending on the timing of
construction of the project, of which approximately $82.1 million had been
contributed to the MVP Joint Venture as of June 30, 2021.

•Wellhead Gathering Expansion Projects and Hammerhead Pipeline. During the six
months ended June 30, 2021, the Company invested approximately $107.8 million in
gathering projects (inclusive of capital expenditures related to the
noncontrolling interest in Eureka Midstream). For 2021, the Company expects to
invest approximately $250 million to $285 million in gathering projects
(inclusive of expected capital expenditures related to the noncontrolling
interest in Eureka Midstream). The primary projects include infrastructure
expansion of core development areas in the Marcellus and Utica Shales in
southwestern Pennsylvania, southeastern Ohio and northern West Virginia for EQT,
Range Resources Corporation (Range Resources) and other producers.

The Hammerhead pipeline is a 1.6 Bcf per day gathering header pipeline that is
primarily designed to connect natural gas produced in Pennsylvania and West
Virginia to the MVP, Texas Eastern Transmission and Dominion Transmission, is
supported by a 20-year term, 1.2 Bcf per day, firm capacity commitment from EQT
and cost approximately $540 million. The Company believes the Hammerhead
pipeline was placed in-service effective August 1, 2020. For more information,
see "Hammerhead Pipeline" below.
•Transmission Projects. During the six months ended June 30, 2021, the Company
invested approximately $11.3 million in transmission projects. For 2021, the
Company expects to invest approximately $25 million to $40 million in
transmission projects.

The EEP is designed to provide north-to-south capacity on the mainline
Equitrans, L.P. system, including primarily for deliveries to the MVP. A portion
of the EEP commenced operations with interruptible service in the third quarter
of 2019. The EEP provides capacity of approximately 600 MMcf per day and offers
access to several markets through interconnects with Texas Eastern Transmission,
Dominion Transmission and Columbia Gas Transmission. Once the MVP is fully
placed in service, firm transportation agreements for 550 MMcf per day of
capacity will commence under 20-year terms.

•MVP Southgate Project. In April 2018, the MVP Joint Venture announced the MVP
Southgate project, a proposed 75-mile interstate pipeline that will extend from
the MVP at Pittsylvania County, Virginia to new delivery points in Rockingham
and Alamance Counties, North Carolina. The MVP Southgate project is backed by a
300 MMcf per day firm capacity commitment from Dominion Energy North Carolina.
As designed, the MVP Southgate project has expansion capabilities that could
provide up to 900 MMcf per day of total capacity. The MVP Southgate project is
estimated to cost a total of approximately $450 million to $500 million, which
is expected to be spent primarily in 2022. The Company expects to fund
approximately $225 million of the overall project cost. During the six months
ended June 30, 2021, the Company made approximately $2.6 million of capital
contributions to the MVP Joint Venture for the MVP Southgate project. For 2021,
the Company expects to make capital contributions of approximately $5 million to
$10 million to the MVP Joint Venture for the MVP Southgate project. The Company
will operate the MVP Southgate and, as of June 30, 2021, owned a 47.2% interest
in the MVP Southgate project. The MVP Joint Venture submitted the MVP Southgate
certificate application to the
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FERC in November 2018. The Final Environmental Impact Statement for the MVP
Southgate project was issued on February 14, 2020. In June 2020, the FERC issued
the Certificate of Public Convenience and Necessity for the MVP Southgate;
however, the FERC, while authorizing the project, directed the Office of Energy
Projects not to issue a notice to proceed with construction until necessary
federal permits are received for the MVP project and the Director of the Office
of Energy Projects lifts the stop work order and authorizes the MVP Joint
Venture to continue constructing the MVP project. On August 11, 2020, the North
Carolina Department of Environmental Quality (NCDEQ) denied the MVP Southgate
project's application for a Clean Water Act Section 401 Individual Water Quality
Certification and Jordan Lake Riparian Buffer Authorization due to uncertainty
surrounding the completion of the MVP project. On March 11, 2021, the Fourth
Circuit Court of Appeals, pursuant to an appeal filed by the MVP Joint Venture,
vacated the NCDEQ's denial and remanded the matter to the NCDEQ for additional
review. On April 29, 2021, the NCDEQ reissued its denial of the MVP Southgate
project's application for a Clean Water Act Section 401 Individual Water Quality
Certification and Jordan Lake Riparian Buffer Authorization. Based on the
targeted full in-service date for the MVP and expectations regarding MVP
Southgate permit approval timing, the Company is targeting commencing
construction on the MVP Southgate in 2022 and placing the MVP Southgate
in-service during the spring of 2023. See the discussion of litigation and
regulatory related delays affecting the completion of the MVP Southgate project
set forth in "Item 1. Legal Proceedings" in Part II of this Quarterly Report on
Form 10-Q.
•Water Operations. During the six months ended June 30, 2021, the Company
invested approximately $9.6 million in its fresh water delivery infrastructure.
For 2021, the Company expects to invest approximately $20 million in the
operations of its fresh water delivery infrastructure in Pennsylvania.
See further discussion of capital expenditures in the "Capital Requirements"
section below.
EQT Global GGA. On February 27, 2020, the Company announced the EQT Global GGA,
which is a 15-year contract that includes, among other things, a 3.0 Bcf per day
MVC (which gradually steps up to 4.0 Bcf per day for several years following the
full in-service date of the MVP project) and the dedication of a substantial
majority of EQT's core acreage in southwestern Pennsylvania and West Virginia to
the Company. Under the EQT Global GGA, EQT will receive certain gathering fee
relief over a period of three years following the in-service date of the MVP,
subject to any exercise of the EQT Cash Option (as further described in Note 5
to the consolidated financial statements). The EQT Global GGA replaced 14
previous gathering agreements between EQT and the Company.
Under the EQT Global GGA, the performance obligation is to provide daily MVC
capacity and as such the total consideration is allocated proportionally to the
daily MVC over the life of the contract. In periods that the gathering MVC
revenue billed will exceed the allocated consideration, the excess will be
deferred to the contract liability and recognized in revenue when the
performance obligation has been satisfied. Assuming a full in-service date in
summer 2022 for the MVP, the deferral to the contract liability is expected to
increase by approximately $296 million for 2021 and by approximately $67 million
during 2022. While the 3.0 Bcf per day MVC capacity became effective on April 1,
2020, additional daily MVC capacity and the associated gathering MVC fees
payable by EQT to the Company as set forth in the EQT Global GGA are conditioned
upon the full in-service date of the MVP. There are ongoing legal and regulatory
matters that must be resolved before the MVP project can be completed which
could have a material effect on the performance obligation, the allocation of
the total consideration over the life of the contract and the gathering MVC fees
payable by EQT under the contract.
Based on the Henry Hub natural gas forward strip prices as of July 30, 2021 and
the terms of the Henry Hub cash bonus payment provision, any further delays in
the in-service date for the MVP project, including beyond the most recent
targeted full in-service date of summer 2022, would decrease the estimated fair
value of the derivative asset attributable to the Henry Hub cash bonus payment
provision, and such decrease may be substantial. Such changes in estimated fair
value, if any, would be recognized in other income on the Company's statements
of consolidated comprehensive income.
For a discussion of the Company's commercial relationship with EQT and related
considerations, including risk factors, see the Company's Annual Report on Form
10-K for the year ended December 31, 2020, as updated by this Quarterly Report
on Form 10-Q. See also Note 5 to the consolidated financial statements for
additional information regarding the EQT Global GGA and the transactions related
thereto. For further discussion on litigation and regulatory challenges
affecting the completion of the MVP project, see "Outlook" above and "Item 1.
Legal Proceedings" in Part II of this Quarterly Report on Form 10-Q.
Hammerhead Pipeline. On September 23, 2020, EQT and certain affiliates of EQT
instituted arbitration proceedings against the Company by filing a Demand for
Arbitration with the American Arbitration Association. The arbitration arose out
of the Hammerhead gathering agreement, pursuant to which the Company agreed to
construct the Hammerhead pipeline and gather gas for EQT. EQT sought a
declaratory judgment that it may exercise an early termination right and
purchase the Hammerhead
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pipeline and related facilities under the terms of the Hammerhead gathering
agreement. With its Demand for Arbitration, EQT also sought emergency relief,
asking that an emergency arbitrator: (i) resolve the parties' dispute on the
merits by October 1, 2020; or (ii) alternatively, toll the contractual deadline
for EQT's exercise of its termination right, which was set to expire on October
11, 2020, until after the parties' dispute was resolved. On October 6, 2020, the
emergency arbitrator issued an order denying EQT's request for emergency
resolution on the merits but tolling the early termination deadline until the
arbitration has been resolved. The Company's answer to the Notice of Arbitration
was filed on October 8, 2020, and the parties participated in an arbitration
hearing from June 28, 2021 to July 2, 2021 and are awaiting a decision by the
arbitration panel. The Company will vigorously defend against EQT's claims and
litigate the Company's rights, including the assertion of appropriate
counterclaims.
Gulfport Bankruptcy. On November 13, 2020, Gulfport commenced bankruptcy
proceedings. On November 24, 2020, Gulfport moved to reject its gas gathering
agreements with the Company and made certain related court filings, which
motions the Company opposed. On April 21, 2021, Gulfport acted to assume the gas
gathering agreements with the Company, which assumption was confirmed by the
bankruptcy court in a subsequent hearing. On May 17, 2021, Gulfport emerged from
the bankruptcy proceedings. As of June 30, 2021, the Company had received
substantially all of the outstanding amounts from Gulfport as a result of the
assumption of the gas gathering agreements and Gulfport's emergence from
bankruptcy.

Local Market Natural Gas Prices. The Company's business is dependent on
continued natural gas production and the availability and development of
reserves in its areas of operation. Prices for natural gas and NGLs, including
regional basis differentials, may adversely affect timing of development of
additional reserves and production that is accessible by the Company's pipeline
and storage assets, which also negatively affects the Company's water services
business that is directly associated with producers' well completion activities.

While natural gas prices have stabilized and improved from 2020 lows as of the
filing of this Quarterly Report on Form 10-Q, low or discounted natural gas
prices in the Appalachian region have affected, and could in the future affect,
Company producer customers' determinations in respect of the amount and location
of future rig and completion activity, timing of turning wells in line and
whether to temporarily shut in portions of their production or otherwise take
actions to slow production growth and/or reduce production during periods of low
and discounted local natural gas prices. For additional information regarding
impacts of commodity prices on the Company and related risks, including
regarding past production curtailments by Company customers, see Part I, "Item
3. Quantitative and Qualitative Disclosures About Market Risk" of this Quarterly
Report on Form 10-Q, as well as "Decreases in production of natural gas in our
areas of operation have adversely affected, and future decreases could further
adversely affect, our business and operating results and reduce our cash
available to pay cash dividends to our shareholders." included in Item "1A. Risk
Factors" of the Company's Annual Report on Form 10-K for the year ended
December 31, 2020.
Potential Future Impairments. During the second quarter of 2021, the Company
recognized impairments of approximately $56.2 million related to the Ohio Water
long-lived assets. During the first quarter of 2020, the Company recognized
impairments of long-lived assets of approximately $55.6 million, including
$37.9 million related to certain Hornet Midstream-related gathering assets and
$17.7 million related to certain Hornet Midstream-related intangible assets. See
Note 3 to the consolidated financial statements for additional information.
The accounting estimates related to impairments are susceptible to change,
including estimating fair value which requires considerable judgment. For
goodwill, management's estimate of a reporting unit's future financial results
is sensitive to changes in assumptions, such as changes in stock prices,
weighted-average cost of capital, terminal growth rates and industry multiples.
Similarly, cash flow estimates utilized for purposes of evaluating long-lived
assets and equity method investments (such as in the MVP Joint Venture) require
the Company to make projections and assumptions for many years into the future
for pricing, demand, competition, operating costs, commencement of operations,
resolution of relevant legal and regulatory matters, and other factors. The
Company evaluates long-lived assets and equity method investments for impairment
when events or changes in circumstances indicate, in management's judgment, that
the carrying value of such assets may not be recoverable (meaning, in the case
of equity method investments, that such investments have suffered
other-than-temporary declines in value under ASC 323). The Company believes the
estimates and assumptions used in estimating its reporting units', its
long-lived assets' and its equity investment's fair values are reasonable and
appropriate as of June 30, 2021; however, assumptions and estimates are
inherently subject to significant business, economic, competitive, regulatory,
judicial and other risks that could materially affect the calculated fair values
and the resulting conclusions regarding impairments, 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. The Company also continues to evaluate and monitor the ongoing legal
and regulatory matters related to the MVP and MVP Southgate projects that affect
project completion, as further described in "Item 1. Legal Proceedings" in Part
II of this Quarterly Report on Form 10-Q. Adverse or delayed developments with
respect to such matters or other adverse developments could require that the
Company modify assumptions reflected in the probability-weighted scenarios of
discounted future net cash flows (including with respect to the probability of
success) utilized to estimate the fair
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value of its equity investment in the MVP Joint Venture, which could result in
an other-than-temporary decline in value, resulting in an impairment of that
investment. See also Note 3 to the consolidated financial statements, as well as
"Reviews of our goodwill, intangible and other long-lived assets have resulted
in significant impairment charges and reviews of our goodwill, intangible and
other long-lived assets could result in future significant impairment charges,
including with respect to our investment in the MVP Joint Venture." included in
"Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the year
ended December 31, 2020 and the Company's discussion of "Critical Accounting
Policies and Estimates" included in "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the Company's
Annual Report on Form 10-K for the year ended December 31, 2020.
As of the filing of this Quarterly Report on Form 10-Q, the Company cannot
predict the likelihood or magnitude of any future impairment.
For a discussion of capital expenditures, see "Capital Requirements" below.
Capital Resources and Liquidity
The Company's liquidity requirements are to finance its operations, its capital
expenditures, potential acquisitions and other strategic transactions and
capital contributions to joint ventures, including the MVP Joint Venture, to pay
cash dividends and to satisfy any indebtedness obligations. The Company's
ability to meet these liquidity requirements depends on the Company's cash flow
from operations, the continued ability of the Company to borrow under its credit
facilities and the Company's ability to raise capital in banking, capital and
other markets. Cash flow and capital raising activities may be affected by
prevailing economic conditions in the natural gas industry and other financial
and business factors (including market forces causing shifts in investor
sentiment away from fossil fuels and credit allocations to industries and
companies perceived as being more sustainable, having better growth
opportunities and/or having stronger ESG metrics and practices), some of which
are beyond the Company's control. The Company's available sources of liquidity
include cash from operations, cash on hand, borrowings under its subsidiaries'
revolving credit facilities, issuances of additional debt and issuances of
additional equity securities. As of June 30, 2021, pursuant to the terms of the
Amended EQM Credit Facility, EQM would have been able to borrow approximately
$1.0 billion under the Amended EQM Credit Facility. The amount the Company is
able to borrow under the Amended EQM Credit Facility is bounded by a maximum
consolidated leverage ratio. See Note 8 to the consolidated financial statements
included in this Quarterly Report on Form 10-Q for further information regarding
the Amended EQM Credit Facility.

See "Security Ratings" below for a discussion of EQM's credit ratings as of
June 30, 2021. As a result of downgrades of EQM's credit ratings to
non-investment grade in February 2020, EQM was obligated to deliver additional
credit support to the MVP Joint Venture in the form of letters of credit, which,
in the case of the MVP project (based on the targeted cost for the project), is
in the amount of approximately $251.0 million and is, in the case of the MVP
Southgate, $14.2 million, in each case as of the filing date of this Quarterly
Report on Form 10-Q. Additionally, pursuant to the EQT Global GGA, if EQM does
not maintain minimum credit ratings from two of three credit rating agencies of
at least Ba3 with respect to Moody's and BB- with respect to S&P and Fitch, EQM
will be obligated to provide additional credit support in an amount equal to
approximately $196 million to EQT in support of the potential payment obligation
related to the EQT Cash Option (the Cash Option Letter of Credit). See Note 5 to
the consolidated financial statements for a discussion of the EQT Cash Option,
which will become exercisable by EQT commencing on January 1, 2022. See "A
further downgrade of EQM's credit ratings, including in connection with the MVP
project or customer credit ratings changes, including EQT's, which are
determined by independent third parties, could impact our liquidity, access to
capital, and costs of doing business." included in "Item 1A. Risk Factors" in
the Company's Annual Report on Form 10-K for the year ended December 31, 2020.
Operating Activities
Net cash flows provided by operating activities were $612.1 million for the six
months ended June 30, 2021 compared to $593.0 million for the six months ended
June 30, 2020. The increase was primarily driven by the timing of working
capital receipts and payments.
Investing Activities
Net cash flows used in investing activities were $212.4 million for the six
months ended June 30, 2021 compared to $345.3 million for the six months ended
June 30, 2020. Capital expenditures decreased by approximately $138.8 million
for the six months ended June 30, 2021, as compared to the six months ended June
30, 2020, primarily due to decreased spending on the Hammerhead pipeline and
various wellhead gathering and transmission projects, slightly offset by an
increase in capital contributions to the MVP Joint Venture consistent with
timing of the resumption of growth construction activities on the MVP Project.
See "Capital Requirements" below for a discussion of forecasted 2021 capital
expenditures and capital contributions to the MVP Joint Venture.
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Financing Activities

Net cash flows used in financing activities were $365.1 million for the six
months ended June 30, 2021 compared to $133.7 million for the six months ended
June 30, 2020. For the six months ended June 30, 2021, the primary uses of
financing cash flows were the payment for retirement of the EQM Term Loans and
termination of the Amended 2019 EQM Term Loan Agreement, net repayments on
borrowings under the revolving credit facilities, the Company's purchase of an
aggregate principal amount of $500 million of EQM's 2023 Notes pursuant to the
Tender Offers and the payment of dividends to shareholders, while the primary
source of financing cash flows was the issuance of the 2021 Senior Notes. For
the six months ended June 30, 2020, the primary source of financing cash flows
was net proceeds from the 2020 Senior Notes issuances, while the primary uses of
financing cash flows were the redemption of the EQM Series A Preferred Units,
payment for retirement of the ETRN Term loans, the payments of dividends and
distributions to shareholders and unitholders (including distributions paid to
EQM Series A Preferred unitholders) and net payments of borrowings on the First
Amended EQM Credit Facility.
Capital Requirements
The gathering, transmission and storage and water services businesses are
capital intensive, requiring significant investment to develop new facilities
and to maintain and upgrade existing operations.
For 2021, capital contributions to the MVP Joint Venture are expected to be
approximately $255 million to $305 million depending on timing of the
construction of the MVP project and approximately $5 million to $10 million
related to the MVP Southgate project, and capital expenditures are expected to
be $295 million to $345 million (including approximately $15 million to
$20 million attributable to the noncontrolling interest in Eureka Midstream).
The Company's future capital investments may vary significantly from period to
period based on the available investment opportunities, the timing of the
construction of the MVP, MVP Southgate and other projects, and maintenance
needs. The Company expects to fund future capital expenditures and capital
contributions primarily through cash on hand, cash generated from operations and
borrowings under its subsidiaries' credit facilities.
Credit Facility Borrowings
See Note 8 to the consolidated financial statements for discussion of the
Amended EQM Credit Facility, the Amended 2019 EQM Term Loan Agreement (prior to
its termination), the Former Eureka Credit Facility (prior to its termination)
and the 2021 Eureka Credit Facility.

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Security Ratings
The table below sets forth the credit ratings for EQM's debt instruments at
June 30, 2021.
                                   EQM
                               Senior Notes
Rating Service                             Rating       Outlook
Moody's                                     Ba3        Negative
S&P                                         BB-         Stable
Fitch                                        BB        Negative



In January 2021, each of Moody's, S&P, and Fitch affirmed EQM's credit ratings
in connection with the issuance of the 2021 Senior Notes. There were no changes
to EQM's credit ratings during the six months ended June 30, 2021. EQM's credit
ratings are subject to revision or withdrawal at any time by the assigning
rating organization, and each rating should be evaluated independently of any
other rating. The Company cannot ensure that a rating will remain in effect for
any given period of time or that a rating will not be lowered or withdrawn
entirely by a credit rating agency if, in its judgment, circumstances so
warrant, including in connection with the MVP project or the creditworthiness of
EQM's customers. As of June 30, 2021, EQT's public debt had credit ratings of BB
from S&P (with a stable outlook), Ba2 from Moody's (with a stable outlook) and
BB+ from Fitch (with a stable outlook). In July 2021, EQT's credit ratings were
upgraded to BB+ from S&P (with a positive outlook) and Ba1 from Moody's (with a
stable outlook). If any credit rating agency downgrades or withdraws EQM's
ratings, including for reasons relating to the MVP project (such as delays in
the targeted full in-service date of the MVP project or increases in such
project's costs), EQM's leverage or credit ratings of the Company's customers,
the Company's access to the capital markets could become more challenging,
borrowing costs will likely increase, the Company may be required to provide
additional credit assurances (the amount of which may be substantial), including
the Cash Option Letter of Credit, in support of commercial agreements such as
joint venture agreements, and the potential pool of investors and funding
sources may decrease. In order to be considered investment grade, a company must
be rated Baa3 or higher by Moody's, BBB- or higher by S&P, or BBB- or higher by
Fitch. All of EQM's credit ratings are considered non-investment grade.
Commitments and Contingencies
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.
See "The regulatory approval process for the construction of new midstream
assets is very challenging, and decisions by regulatory and judicial authorities
in pending or potential proceedings could impact our or the MVP Joint Venture's
ability to obtain or maintain in effect all approvals and authorizations
necessary to complete certain projects on the targeted time frame or at all or
our ability to achieve the expected investment returns on the projects." under
"Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the year
ended December 31, 2020 and "Item 1. Legal Proceedings" in Part II of this
Quarterly Report on Form 10-Q for discussion of certain litigation and
regulatory proceedings, including related to the MVP and MVP Southgate projects.
See Note 16 to the annual consolidated financial statements included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2020 for
further discussion of the Company's commitments and contingencies.
Dividends
On July 23, 2021, the Board declared cash dividends for the second quarter of
2021 of $0.15 per common share and $0.4873 per Equitrans Midstream Preferred
Share, in each case, payable on August 13, 2021 to shareholders of record at the
close of business on August 4, 2021.
Critical Accounting Policies and Estimates
The Company's critical accounting policies are described in "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations" contained in the Company's Annual Report on Form 10-K for the year
ended
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December 31, 2020. Any new accounting policies or updates to existing accounting
policies as a result of new accounting pronouncements have been included in the
notes to the Company's consolidated financial statements in Part I, "Item 1.
Financial Statements" of this Quarterly Report on Form 10-Q. The application of
the Company's critical accounting policies may require management to make
judgments and estimates about the amounts reflected in the consolidated
financial statements. Management uses historical experience and all available
information to make these estimates and judgments. Different amounts could be
reported using different assumptions and estimates.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk. Changes in interest rates affect the amount of interest the
Company earns on cash, cash equivalents and short-term investments and the
interest rates EQM and Eureka pay on borrowings under their respective revolving
credit facilities. The Amended EQM Credit Facility and the 2021 Eureka Credit
Facility provide for variable interest rates and thus expose the Company,
through EQM and Eureka, to fluctuations in market interest rates. In addition,
EQM's interest rates under the Amended EQM Credit Facility are impacted by
changes in EQM's credit ratings (which may be caused by factors outside of EQM's
control). Eureka's interest rates under the 2021 Eureka Credit Facility are
impacted by changes in Eureka's Consolidated Leverage Ratio (as defined in the
2021 Eureka Credit Facility) which may fluctuate based on Eureka Midstream's
liquidity needs. Such changes in interest rates may accordingly impact the
Company's results of operations and liquidity. Further, changes in interest
rates may affect the dividend payable on Equitrans Midstream Preferred Shares
after March 31, 2024, which could affect the amount of cash the Company has
available to make quarterly cash dividends to its shareholders. EQM's senior
notes are fixed rate and thus do not expose the Company to fluctuations in
market interest rates. Changes in interest rates do affect the fair value of
EQM's fixed rate debt. See Notes 8 and 9 to the consolidated financial
statements for discussions of borrowings and fair value measurements,
respectively. EQM and Eureka may from time to time hedge the interest on
portions of borrowings under the revolving credit facilities, as applicable, in
order to manage risks associated with floating interest rates (however, there
may be no assurance that such hedges will fully mitigate interest rate risk).
See also "Changes in the method of determining the London Interbank Offered Rate
(LIBOR), or the replacement of the LIBOR with an alternative reference rate, may
adversely affect interest expense related to outstanding debt." included in
"Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the year
ended December 31, 2020.
Credit Risk. The Company is exposed to credit risk, which is the risk that it
may incur a loss if a counterparty fails to perform under a contract. The
Company actively manages its exposure to credit risk associated with customers
through credit analysis, credit approval and monitoring procedures. For certain
transactions, the Company requests letters of credit, cash collateral,
prepayments or guarantees as forms of credit support. Equitrans, L.P.'s FERC
tariffs require tariff customers that do not meet specified credit standards to
provide three months of credit support; however, the Company is exposed to
credit risk beyond this three-month period when its tariffs do not require its
customers to provide additional credit support. For some of the Company's
long-term contracts associated with system expansions, it has entered into
negotiated credit agreements that provide for other credit support if certain
credit standards are not met. The Company has historically experienced only
minimal credit losses in connection with its receivables.
The Company is exposed to the credit risk of its customers, including EQT. As of
June 30, 2021, EQT had $0.7 billion of letters of credit outstanding under its
revolving credit facility (inclusive of an $83.6 million letter of credit issued
to the MVP Joint Venture). At June 30, 2021, EQT's public senior debt had
non-investment grade credit ratings. See "Security Ratings" under Part I, "Item
2. Management's Discussion and Analysis of Financial Condition and Results of
Operations" for further information regarding EQT's credit ratings.
See Note 6 for information regarding the Credit Letter Agreement and associated
EQT credit rating requirements. In addition, EQT has guaranteed the payment
obligations of certain of its subsidiaries, up to a maximum amount of $115
million, $131 million and $30 million related to gathering, transmission and
water services, respectively, across all applicable contracts, for the benefit
of the subsidiaries of the Company providing such services. See Note 15 to the
annual consolidated financial statements included in the Company's Annual Report
on Form 10-K for the year ended December 31, 2020 for further discussion of the
Company's exposure to credit risk.

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

Natural gas and NGL prices affect capital spending levels of the Company's
customers, which in turn affect production levels and, accordingly, demand for
the Company's services and therefore its results of operations. Certain of the
Company's
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customers, including EQT and Range Resources, announced in February 2021 modest
capital spending forecast increases as compared to 2020 actual capital
expenditures. Although EQT announced a modest increase in its 2021 capital
expenditure forecast compared to EQT's 2020 actual capital expenditures, EQT's
2021 sales volume forecast is approximately flat relative to its pro-forma 2020
sales volume (adjusted for acreage acquired by EQT from Chevron U.S.A Inc. in
2020) and EQT in May 2021 announced a reduction in its expected 2021 capital
expenditures. Such customers may announce lower capital spending in the future
based on commodity prices, access to capital, investor expectations regarding
free cash flow, a desire to reduce or refinance leverage or other factors.

Lower regional natural gas prices could cause producers to determine in the
future that drilling activities in areas outside of the Company's current areas
of operation are strategically more attractive to them. Additionally, lower
natural gas prices, particularly in the Appalachian region, have caused, and may
in the future cause, certain producers, including customers of the Company, to
determine to reduce or hold generally steady their rig count (and thereby delay
or not increase production), delay turning wells in line, temporarily shut in
portions of their production or otherwise take actions to slow production growth
and/or reduce production, which when effected by the Company's producer
customers reduces the demand for, and usage of, the Company's services. For
instance, temporary production curtailments effected in 2020 by EQT and certain
other Company customers resulted in a decrease in the Company's volumetric-based
fee revenues for portions of 2020. An extended period of low natural gas prices
and/or instability in natural gas prices in 2021 or future periods, especially
in the Appalachian region, could cause EQT or other producers to take similar
actions in the future, which could have a significant negative effect on the
demand for the Company's services and therefore its results of operations. Many
of the Company's customers, including EQT, have entered into long-term firm
reservation transmission and gathering contracts or contracts with MVCs on the
Company's systems and approximately 67% of the Company's operating revenue for
the six months ended June 30, 2021 was generated by firm reservation fees. As a
result, the Company believes that the effect of temporary declines in volumes of
gas gathered, transported or stored on its systems may be mitigated because firm
reservation fee revenues are paid regardless of volumes supplied to the system
by customers (although significant declines in gas production in the Company's
areas of operations would adversely affect the Company's results of operations,
financial condition and liquidity as approximately 33% of the Company's
operating revenues for the six months ended June 30, 2021 was generated by
volumetric-based fee revenues).

Price declines and sustained periods of low natural gas and NGL prices could
have an adverse effect on the creditworthiness of the Company's customers and
related ability to pay firm reservation fees under long-term contracts and/or
affect, as discussed above, activity levels and, accordingly, volumetric-based
fees, which could affect the Company's results of operations, liquidity or
financial position. For example, each of S&P, Moody's and Fitch took negative
ratings actions on EQT during 2020, citing, among other things, lower natural
gas price assumptions and current and future financing needs (although all three
ratings agencies later took positive action on EQT citing, among other things,
subsequent debt reduction and improvements in natural gas fundamentals). Credit
risk and related management is further discussed above under "Credit Risk" in
Part I, "Item 3. Quantitative and Qualitative Disclosures About Market Risk" of
this Quarterly Report on Form 10-Q.

Unless the Company is successful in attracting and retaining new customers, the
Company's ability to maintain or increase the capacity subscribed and volumes
transported, gathered or provided on its systems will be dependent on receiving
consistent or increasing commitments and production from its existing customers,
which may be impacted by commodity prices, including regional commodity prices.
While EQT has dedicated a substantial portion of its core acreage to the Company
and has entered into long-term firm gathering and transmission contracts and
contracts with MVCs on certain of the Company's systems, EQT may determine in
the future that drilling or continuing to produce gas from existing wells in the
Company's areas of operations is not economical above the amount to fulfill its
required MVCs or otherwise strategically determine to curtail volumes on the
Company's systems. For example, in 2020, EQT publicly disclosed that it had made
the strategic decision to temporarily curtail significant portions of its
production, and certain other Company customers also curtailed portions of their
production during 2020. Other than with respect to its MVCs and other firm
commitments under existing contracts, EQT is under no contractual obligation to
continue to develop its acreage dedicated to the Company. See also Note 5 to the
consolidated financial statements for a discussion of the EQT Global GGA and the
Water Services Letter Agreement.
The fair value of the Company's derivative instruments is largely determined by
estimates of the NYMEX Henry Hub natural gas forward price curve. A hypothetical
10% increase in NYMEX Henry Hub natural gas futures prices would increase the
valuation of the Company's derivative instruments by $14.4 million, while a
hypothetical 10% decrease in NYMEX Henry Hub natural gas futures prices would
decrease the valuation of the Company's derivative instruments by $16.2 million.
This fair value change assumes volatility based on prevailing market parameters
at June 30, 2021. See Notes 5 and 9 to the consolidated financial statements for
a discussion of the Henry Hub cash bonus payment provision.
For further discussion of commodity prices and related risks, see "Local Market
Natural Gas Prices" under "Outlook" in this Quarterly Report on Form 10-Q and
"Our exposure to direct commodity price risk may increase in the future." and
"Decreases in production of natural gas in our areas of operation have adversely
affected, and future decreases could further adversely affect, our business and
operating results and reduce our cash available to pay cash dividends to our
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shareholders", each under "Item 1A. Risk Factors" in the Company's Annual Report
on Form 10-K for the year ended December 31, 2020.
Other Market Risks. The Amended EQM Credit Facility is underwritten by a
syndicate of 21 financial institutions, each of which is obligated to fund its
pro rata portion of any borrowings by EQM. No one lender of the financial
institutions in the syndicate holds more than 10% of the facility. EQM's large
syndicate group and relatively low percentage of participation by each lender is
expected to limit the Company's exposure to disruption or consolidation in the
banking industry.

The 2021 Eureka Credit Facility is underwritten by a syndicate of 16 financial
institutions, each of which is obligated to fund its pro-rata portion of any
borrowings by Eureka. Not one lender of the financial institutions in the
syndicate holds more than 10% of the facility. Eureka's large syndicate group
and relatively low percentage of participation by each lender is expected to
limit Eureka's exposure to disruption or consolidation in the banking industry.


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Latest news about Equitrans Midstream Corporation

Equitrans Midstream Keeps Quarterly Cash Dividend at $0.15 a Share, Payable May 15 to Holders of Record on May 7	Apr. 23	MT
Equitrans Midstream Corporation Announces Quarterly Dividend, Payable on May 15, 2024	Apr. 22	CI
CERAWEEK-US pipeline firms poised to follow biggest customers into M&A	Mar. 21	RE
News Highlights : Top Energy News of the Day - Wednesday at 7 AM ET	Mar. 20	DJ
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Equitrans Midstream Corporation is a natural gas gatherer in the United States. The Company owns, operates, acquires and develops midstream assets in and originating from the Appalachian Basin. It provides midstream services to its customers in Pennsylvania, West Virginia and Ohio through its three primary assets: the gathering system, transmission system and water network. The Company operates through three segments: Gathering, Transmission and Water. The Gathering segment includes predominantly dry gas gathering systems of high-pressure gathering lines. The Transmission segment includes Federal Energy Regulatory Commission (FERC) regulated interstate pipelines and storage systems. The Water segment primarily consists of water pipelines, storage, and other facilities that support well completion activities and produce water handling activities. The Company provides a majority of its natural gas gathering, transmission and storage services and water services under long-term contracts.

Sector

Oil & Gas Transportation Services

Calendar

2024-04-30 - Q1 2024 Earnings Release

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Trading Rating

Investor Rating

ESG Refinitiv

A-

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Analysts' Consensus

Sell

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Mean consensus

OUTPERFORM

Number of Analysts

Last Close Price

12.86 USD

Average target price

11.91 USD

Spread / Average Target

-7.42%

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Sector Natural Gas Pipeline

	1st Jan change	Capi.
EQUITRANS MIDSTREAM CORPORATION	+26.62%	5.58B
ENERGY TRANSFER LP	+15.04%	53.31B
SNAM S.P.A.	-5.97%	15.37B
CENTURI HOLDINGS, INC.	0.00%	2.11B
OQ GAS NETWORKS SAOC	-5.88%	1.62B
NEXTDECADE CORPORATION	+32.49%	1.59B
SHAANXI PROVINCIAL NATURAL GAS CO.,LTD	-5.18%	1.03B
S.N.T.G.N. TRANSGAZ S.A.	+0.32%	764M
TRANSPORTADORA DE GAS DEL NORTE S.A.	-.--%	328M
PETROVIETNAM LOW PRESSURE GAS DISTRIBUTION	-8.03%	142M

Natural Gas Pipeline

Equitrans Midstream Corporation

Equities

ETRN

US2946001011

Oil & Gas Transportation Services

EQUITRANS MIDSTREAM : Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

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Analysts' Consensus

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Sector Natural Gas Pipeline