UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER~~MARCH 3031, ~~2023~~2024


or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	FOR THE TRANSITION PERIOD FROM TO

	COMMISSION FILE NUMBER	001-38629

EQUITRANS MIDSTREAM CORPORATION

(Exact name of registrant as specified in its charter)


Pennsylvania						83-0516635
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification No.)

2200 Energy Drive, Canonsburg, Pennsylvania 15317

(Address of principal executive offices) (Zip code)

(724) 271-7600


(Registrant's telephone number, including area code)

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, no par value

ETRN

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☒

Accelerated Filer

☐

Emerging Growth Company

☐

Non-Accelerated Filer

☐

Smaller Reporting Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of common stock outstanding (in thousands), as of ~~October~~April 3029, ~~2023~~2024: 433,~~261~~661

EQUITRANS MIDSTREAM CORPORATION

Index

			Page No.
Glossary of Commonly Used Terms, Abbreviations and Measurements			3
Part I.	Financial Information:
Item 1.		Financial Statements (Unaudited):
		Statements of Consolidated Comprehensive Income for the Three and Nine Months Ended September 30, 2023 and 2022	5
		Statements of Consolidated Comprehensive Income for the Three Months Ended March 31, 2024 and 2023	5
		Statements of Consolidated Cash Flows for the Nine Months Ended September 30, 2023 and 2022	6
		Statements of Consolidated Cash Flows for the Three Months Ended March 31, 2024 and 2023	6
		Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022	7
		Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023	7
		Statements of Consolidated Equity and Mezzanine Equity for the Three and Nine Months Ended September 30, 2023 and 2022	8
		Statements of Consolidated Equity and Mezzanine Equity for the Three Months Ended March 31, 2024 and 2023	8
		Notes to Consolidated Financial Statements	109
Item 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations	2017
Item 3.		Quantitative and Qualitative Disclosures About Market Risk	3731
Item 4.		Controls and Procedures	3932
Part II.	Other Information:
Item 1.		Legal Proceedings	4033
Item 1A.		Risk Factors	4435
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	4439
Item 5.		Other Information	4440
Item 6.		Exhibits	4541
Signature			4743

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EQUITRANS MIDSTREAM CORPORATION

Glossary of Commonly Used Terms, Abbreviations and Measurements

2021 Water Services Agreement – that certain mixed-use water services agreement entered into on October 22, 2021 by the Company and EQT (as defined below), as subsequently amended, which became effective on March 1, 2022.

Allowance for Funds Used During Construction (AFUDC) – carrying costs for the construction of certain long-lived regulated assets are capitalized and amortized over the related assets' estimated useful lives. The capitalized amount for construction of regulated assets includes interest cost and a designated cost of equity for financing the construction of these regulated assets.

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

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

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

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

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

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

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

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

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

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

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

firm contracts – contracts for gathering, transmission, storage and water services that reserve an agreed upon amount of pipeline or storage capacity regardless of the capacity used by the customer during each month, and generally obligate the customer to pay a fixed, monthly charge.

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

gas – natural gas.

liquefied natural gas (LNG) – natural gas that has been cooled to minus 161 degrees Celsius for transportation, typically by ship. The cooling process reduces the volume of natural gas by 600 times.

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

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~~Mountain~~gas ~~Valley Pipeline (MVP)~~ – ~~an estimated 300-mile, 42-inch diameter~~ natural gas ~~interstate pipeline with a targeted capacity of 2~~.0 Bcf per day that is designed to 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.

Mountain Valley Pipeline (MVP) – a 303-mile, 42-inch diameter natural gas interstate pipeline with a targeted capacity of 2.0 Bcf per day that is designed to 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.

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

MVP Southgate – aan ~~contemplated~~estimated ~~interstate~~31-mile, ~~pipeline~~30-inch ~~that~~diameter ~~was~~natural ~~approved~~gas byinterstate ~~the~~pipeline ~~FERC~~with toa ~~extend~~targeted ~~approximately~~capacity 75of ~~miles from the MVP at Pittsylvania County~~550,000 ~~Virginia~~dekatherms toper ~~new~~day ~~delivery~~that ~~points in Rockingham and Alamance Counties, North Carolina. The MVP Joint Venture~~ is ~~continuing~~designed to ~~engage~~span ~~with~~from the ~~project~~terminus ~~shipper,~~of ~~Dominion Energy North Carolina, and a prospective customer regarding~~ the ~~project as discussed in "~~MVP ~~Southgate Project"~~ in ~~"Outlook"~~Pittsylvania ~~in Part I~~County, ~~"Item~~Virginia 2.to ~~Management's~~planned ~~Discussion~~new ~~and~~delivery ~~Analysis~~points ofin ~~Financial~~Rockingham ~~Condition~~County, ~~and~~North ~~Results of Operations" of this Quarterly Report on Form 10-Q~~Carolina.

natural gas liquids (NGLs) – those hydrocarbons in natural gas that are separated from the gas as liquids through the process of absorption, condensation, adsorption or other methods in gas processing plants. Natural gas liquids include ethane, propane, pentane, butane and iso-butane.

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

Rager Mountain natural gas storage field incident – that certain venting of natural gas, ofin ~~which the Company first became aware on November 6,~~ 2022, at a storage well (well 2244) at Equitrans, L.P.'s Rager Mountain natural gas storage facility, located in Jackson Township, a remote section of Cambria County, Pennsylvania, which venting was successfully halted on November 19, 2022.

Scope 1 emissions – direct greenhouse gas emissions from owned or controlled sources.

Scope 2 emissions – indirect greenhouse gas emissions from the generation of purchased energy.

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

wellhead – the equipment at the surface of a well used to control the well's pressure and the point at which the hydrocarbons and water exit the ground.

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

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

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

EQUITRANS MIDSTREAM CORPORATION

Statements of Consolidated Comprehensive Income (Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
			Three Months Ended March 31,
	2023		2022 (a)		2023		2022 (a)
					2024		2023
	~~(Thousands, except per share amounts)~~				(Thousands, except per share amounts)
Operating revenues	$	~~338,514~~	$	~~331,751~~	$	1364,~~033,320~~274	$	1376,~~002,508~~337
Operating expenses:
Operating and maintenance	~~43,046~~		~~35,297~~		~~131~~45,~~675~~228		~~100~~42,~~820~~862
Selling, general and administrative	~~55,627~~		~~33,348~~		~~145~~44,~~181~~329		9232,~~074~~622
Depreciation	69,348		68,572		208,783		203,272
Transaction costs					5,684		—
Amortization of intangible assets	16,204		16,204		48,614		48,614
Depreciation					71,672		69,404
Total operating expenses	184,225		153,421		534,253		444,780
Amortization of intangible assets					16,205		16,205
Operating income	154,289		178,330		499,067		557,728
Total operating expenses					183,118		161,093
Equity income (b)	73,810		48		97,618		91
Operating income					181,156		215,244
Impairment of equity method investment	—		(583,057)		—		(583,057)
Equity income (a)					73,005		122
Other (expense) income, net	~~(3,037)~~		~~2,465~~		8(3,~~670~~976)		(8,~~124~~102)
Loss on extinguishment of debt	—		—		—		(24,937)
Net interest expense					(118,896)		(104,957)
Net interest expense	(106,334)		(101,085)		(314,935)		(289,323)
Income before income taxes					131,289		102,307
Income (loss) before income taxes	118,728		(503,299)		290,420		(331,374)
Income tax expense (benefit)					19,400		(3,784)
Income tax (benefit) expense	(10,976)		(366)		(14,295)		7,927
Net income					111,889		106,091
Net income (loss)	129,704		(502,933)		304,715		(339,301)
Net income attributable to noncontrolling interest					2,890		4,409
Net income attributable to noncontrolling interest	2,272		2,932		8,356		10,655
Net income attributable to Equitrans Midstream					108,999		101,682
Net income (loss) attributable to Equitrans Midstream	127,432		(505,865)		296,359		(349,956)
Preferred dividends					14,628		14,628
Preferred dividends	14,628		14,628		43,884		43,884
Net income attributable to Equitrans Midstream common shareholders					$	94,371	$	87,054
Net income (loss) attributable to Equitrans Midstream common shareholders	$	112,804	$	(520,493)	$	252,475	$	(393,840)
Earnings per share of common stock attributable to Equitrans Midstream common shareholders - basic					$	0.22	$	0.20
Earnings (loss) per share of common stock attributable to Equitrans Midstream common shareholders - basic	$	0.26	$	(1.20)	$	0.58	$	(0.91)
Earnings per share of common stock attributable to Equitrans Midstream common shareholders - diluted					$	0.21	$	0.20
Earnings (loss) per share of common stock attributable to Equitrans Midstream common shareholders - diluted	$	0.26	$	(1.20)	$	0.58	$	(0.91)
Weighted average common shares outstanding - basic					434,497		433,707
Weighted average common shares outstanding - basic	434,080		433,348		433,917		433,333
Weighted average common shares outstanding - diluted					440,561		434,254
Weighted average common shares outstanding - diluted	439,034		433,348		435,658		433,333
Statement of comprehensive income:
Statement of comprehensive income (loss):
Net income					$	111,889	$	106,091
Net income (loss)	$	129,704	$	(502,933)	$	304,715	$	(339,301)
Other comprehensive income, net of tax:
Pension and other post-retirement benefits liability adjustment, net of tax expense of $7, $10, $21 and $34	22		36		66		104
Pension and other post-retirement benefits liability adjustment, net of tax expense of $6 and $7					20		22
Other comprehensive income	22		36		6620		~~104~~22
Comprehensive income (loss)	129,726		(502,897)		304,781		(339,197)
Comprehensive income					111,909		106,113
Less: Comprehensive income attributable to noncontrolling interest	~~2,272~~		~~2,932~~		82,~~356~~890		104,~~655~~409
Less: Comprehensive income attributable to preferred dividends	~~14,628~~		~~14,628~~		4314,~~884~~628		4314,~~884~~628
Comprehensive income (loss) attributable to Equitrans Midstream common shareholders	$	112,826	$	(520,457)	$	252,541	$	(393,736)
Comprehensive income attributable to Equitrans Midstream common shareholders					$	94,391	$	87,076
Dividends declared per common share	$	~~0.15~~	$	~~0.15~~	$	0.4515	$	0.4515

(a)~~Certain~~Represents ~~line~~equity ~~items~~income offrom ~~the~~Mountain ~~previously~~Valley ~~issued~~Pipeline, ~~unaudited~~LLC ~~interim consolidated financial statements for~~ (the ~~three~~MVP ~~and~~Joint ~~nine months ended September 30, 2022 have been revised~~Venture). See Note ~~1 for more information~~5.

(b)Represents equity income from Mountain Valley Pipeline, LLC (the MVP Joint Venture). See Note 4.

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

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EQUITRANS MIDSTREAM CORPORATION

Statements of Consolidated Cash Flows (Unaudited)

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2023		2022 (a)
	2024		2023
	(Thousands)
Cash flows from operating activities:
Net income (loss)	$	304,715	$	(339,301)
Net income	$	111,889	$	106,091
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	~~208~~71,~~783~~672		~~203~~69,~~272~~404
Amortization of intangible assets	4816,~~614~~205		4816,~~614~~205
Provision for credit losses on accounts receivable and contract asset write-down	10,234		—
Deferred income tax expense (benefit)	17,160		(5,260)
Deferred income tax (benefit) expense	(20,832)		7,392
Equity income (a)	(73,005)		(122)
Impairment of equity method investment	—		583,057
Other expense (income), net	4,234		8,288
Equity income (b)	(97,618)		(91)
Non-cash long-term compensation expense	4,904		3,468
Other income, net	(8,169)		(8,391)
Loss on extinguishment of debt	—		24,937
Non-cash long-term compensation expense	33,423		12,142
Changes in other assets and liabilities:
Accounts receivable	3724,~~050~~019		3444,~~921~~422
Accounts payable	(78,~~932~~545)		2(18,~~255~~419)
Accrued interest	(4439,~~310~~130)		(5743,~~375~~597)
Deferred revenue	~~240~~60,~~414~~965		~~261~~76,~~013~~317
Other assets and other liabilities	20(12,~~488~~877)		(2532,~~906~~077)
Net cash provided by operating activities	~~724~~177,~~860~~491		~~746~~224,~~539~~720
Cash flows from investing activities:
Capital expenditures	(~~279~~84,~~463~~944)		(~~276~~75,~~828~~640)
Capital contributions to the MVP Joint Venture	(~~280~~422,~~471~~985)		(~~158~~34,~~178~~513)
Proceeds from sale of gathering assets	—		3,719
Principal payments received on the Preferred Interest (defined in Note 7)	1,529		1,429
Principal payments received on the Preferred Interest	4,347		4,110
Net cash used in investing activities	(506,400)		(108,724)
Net cash used in investing activities	(555,587)		(427,177)
Cash flows from financing activities:
Proceeds from revolving credit facility borrowings	~~627~~280,000		~~284~~137,500
Payments on revolving credit facility borrowings	(~~322~~660,000)		(~~394~~180,~~500~~000)
Proceeds from the issuance of long-term debt	—600,000		~~1,000,000~~—
Debt discounts, debt issuance costs and credit facility arrangement fees	(6010,206)		~~(19,880)~~—
Payment for retirement of long-term debt	(98,941)		(1,021,459)
Dividends paid to common shareholders	(65,050)		(64,964)
Dividends paid to holders of Equitrans Midstream Preferred Shares	(4314,~~884~~628)		(4314,~~884~~628)
Dividends paid to common shareholders	(194,930)		(194,733)
Distributions paid to noncontrolling interest	(8,000)		(8,000)
Distributions paid to noncontrolling interest	(22,440)		(16,000)
Other items	(797)		(1,306)
Other items	(1,307)		—
Net cash provided by (used in) financing activities	121,319		(131,398)
Net cash used in financing activities	(56,562)		(405,956)
Net change in cash and cash equivalents	(207,590)		(15,402)
Net change in cash and cash equivalents	112,711		(86,594)
Cash and cash equivalents at beginning of period	258,877		67,898
Cash and cash equivalents at beginning of period	67,898		134,661
Cash and cash equivalents at end of period	$	51,287	$	52,496
Cash and cash equivalents at end of period	$	180,609	$	48,067
Cash paid during the period for:
Interest, net of amount capitalized	$	~~354~~156,~~962~~092	$	~~339~~146,~~285~~828
Income taxes, net	$	42,~~505~~049	$	~~1,243~~—

(a)~~Certain~~Represents ~~line~~equity ~~items~~income offrom the ~~previously~~MVP ~~issued~~Joint ~~unaudited interim consolidated financial statements for the nine months ended September 30, 2022 have been revised~~Venture. See Note ~~1 for more information~~5.

(b)Represents equity income from the MVP Joint Venture. See Note 4.

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

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EQUITRANS MIDSTREAM CORPORATION

Consolidated Balance Sheets (Unaudited)

	September 30, 2023		December 31, 2022
	March 31, 2024		December 31, 2023
	(Thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	~~180~~51,~~609~~287	$	67258,~~898~~877
Accounts receivable (net of allowance for credit losses of $5,465 and $3,031 as of September 30, 2023 and December 31, 2022, respectively)	240,006		246,887
Accounts receivable (net of allowance for credit losses of $7,752 and $6,429 as of March 31, 2024 and December 31, 2023, respectively)	242,017		258,264
Other current assets	6768,~~210~~693		7478,~~917~~356
Total current assets	~~487~~361,~~825~~997		~~389~~595,~~702~~497
Property, plant and equipment	9,~~633~~831,~~507~~728		9,~~365~~745,~~051~~298
Less: accumulated depreciation	(1,~~684~~823,~~025~~590)		(1,~~480~~752,~~720~~914)
Net property, plant and equipment	78,~~949~~008,~~482~~138		7,~~884~~992,~~331~~384
Investments in unconsolidated entities (a)	1,290,996		819,743
Investment in unconsolidated entity (a)	2,194,117		1,832,282
Goodwill	486,698		486,698
Net intangible assets	~~538~~505,~~338~~928		~~586~~522,~~952~~133
Other assets	~~279~~291,~~318~~963		~~278~~280,~~159~~432
Total assets	$	11,~~032~~848,~~657~~841	$	1011,~~445~~709,~~585~~426
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt	$	299,~~616~~846	$	98299,~~830~~731
Accounts payable	5351,~~998~~872		60,~~528~~884
Capital contributions payable to the MVP Joint Venture	~~126~~46,~~564~~835		34181,~~355~~051
Accrued interest	9195,~~452~~200		~~135~~134,~~762~~330
Accrued liabilities	7982,~~300~~457		83106,~~835~~870
Total current liabilities	~~650~~576,~~930~~210		~~413~~782,~~310~~866
Long-term liabilities:
Revolving credit facility borrowings	~~840~~850,000		~~535~~1,230,000
Long-term debt	6,~~044~~640,~~044~~152		6,~~335~~046,~~320~~709
Contract liability	1,~~211~~358,~~919~~238		~~968~~1,~~535~~296,039
Regulatory and other long-term liabilities	131,370		112,974
Deferred income taxes	26,254		4,718
Total liabilities	8,878,263		8,365,139
Regulatory and other long-term liabilities	181,820		160,977
Total liabilities	9,632,674		9,521,309
Mezzanine equity:
Equitrans Midstream Preferred Shares, 30,018 shares issued and outstanding as of September 30, 2023 and December 31, 2022	681,842		681,842
Equitrans Midstream Preferred Shares, 30,018 shares issued and outstanding as of March 31, 2024 and December 31, 2023	681,842		681,842
Shareholders' equity:
Common stock, no par value, 433,261 and 432,781 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively	4,009,368		3,974,127
Common stock, no par value, 433,661 and 433,505 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	3,982,574		3,977,149
Retained deficit	(32,~~000~~904,~~865~~491)		(32,~~053~~932,~~590~~206)
Accumulated other comprehensive loss	(1,~~266~~252)		(1,~~332~~272)
Total common shareholders' equity	1,~~007~~076,~~237~~831		~~919~~1,~~205~~043,671
Noncontrolling interest	~~465~~457,~~315~~494		~~479~~462,~~399~~604
Total shareholders' equity	1,~~472~~534,~~552~~325		1,~~398~~506,~~604~~275
Total liabilities, mezzanine equity and shareholders' equity	$	11,~~032~~848,~~657~~841	$	1011,~~445~~709,~~585~~426

(a)Represents investment in the MVP Joint Venture. See Note 45.

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

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EQUITRANS MIDSTREAM CORPORATION

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

												Mezzanine
												Equity
						Accumulated						Equitrans
	Common Stock					Other						Midstream
	Shares	No		Retained		Comprehensive		Noncontrolling		Total		Preferred
	Outstanding	Par Value ~~(a)~~		Deficit ~~(a)~~		Loss		Interest		Equity ~~(a)~~		Shares
	(Thousands, except per share amounts)
Balance at January 1, 2022	432,522	$	3,955,918	$	(2,464,573)	$	(2,054)	$	483,195	$	1,972,486	$	681,842
Balance at January 1, 2023	432,781	$	3,974,127	$	(3,053,590)	$	(1,332)	$	479,399	$	1,398,604	$	681,842
Other comprehensive income (net of tax):
Net income	—	—		8087,~~490~~054		—		34,~~775~~409		8491,~~265~~463		14,628
Pension and other post-retirement benefits liability adjustment, net of tax expense of $12	—	—		—		34		—		34		—
Pension and other post-retirement benefits liability adjustment, net of tax expense of $7	—	—		—		22		—		22		—
Dividends on common shares ($0.15 per share)	—	—		(65,~~584~~121)		—		—		(65,~~584~~121)		—
Share-based compensation plans, net	~~155~~402	43,~~670~~050		—		—		—		43,~~670~~050		—
Distributions paid to noncontrolling interest in Eureka Midstream Holdings, LLC	—	—		—		—		(8,000)		(8,000)		—
Dividends paid to holders of Equitrans Midstream Preferred Shares ($0.4873 per share)	—	—		—		—		—		—		(14,628)
Balance at March 31, 2022	432,677	$	3,960,588	$	(2,449,667)	$	(2,020)	$	486,970	$	1,995,871	$	681,842
Balance at March 31, 2023	433,183	$	3,977,177	$	(3,031,657)	$	(1,310)	$	475,808	$	1,420,018	$	681,842
Other comprehensive income (net of tax):
Net income	—	—		46,163		—		3,948		50,111		14,628
Pension and other post-retirement benefits liability adjustment, net of tax expense of $12	—	—		—		34		—		34		—
Dividends on common shares ($0.15 per share)	—	—		(64,991)		—		—		(64,991)		—
Share-based compensation plans, net	104	4,470		—		—		—		4,470		—
Dividends paid to holders of Equitrans Midstream Preferred Shares ($0.4873 per share)	—	—		—		—		—		—		(14,628)
Balance at June 30, 2022	432,781	$	3,965,058	$	(2,468,495)	$	(1,986)	$	490,918	$	1,985,495	$	681,842
Other comprehensive income (net of tax):
Net (loss) income	—	—		(520,493)		—		2,932		(517,561)		14,628
Pension and other post-retirement benefits liability adjustment, net of tax expense of $10	—	—		—		36		—		36		—
Dividends on common shares ($0.15 per share)	—	—		(65,681)		—		—		(65,681)		—
Share-based compensation plans, net	—	4,533		—		—		—		4,533		—
Distributions paid to noncontrolling interest in Eureka Midstream Holdings, LLC	—	—		—		—		(16,000)		(16,000)		—
Dividends paid to holders of Equitrans Midstream Preferred Shares ($0.4873 per share)	—	—		—		—		—		—		(14,628)
Balance at September 30, 2022	432,781	$	3,969,591	$	(3,054,669)	$	(1,950)	$	477,850	$	1,390,822	$	681,842

(a)Certain line items of the previously issued unaudited interim consolidated financial statements for the three and nine months ended September 30, 2022 have been revised. See Note 1 for more information.


												Mezzanine
												Equity
						Accumulated						Equitrans
	Common Stock					Other						Midstream
	Shares	No		Retained		Comprehensive		Noncontrolling		Total		Preferred
	Outstanding	Par Value		Deficit		Loss		Interest		Equity		Shares
	(Thousands, except per share amounts)
Balance at January 1, 2024	433,505	$	3,977,149	$	(2,932,206)	$	(1,272)	$	462,604	$	1,506,275	$	681,842
Other comprehensive income (net of tax):
Net income	—	—		94,371		—		2,890		97,261		14,628
Pension and other post-retirement benefits liability adjustment, net of tax expense of $6	—	—		—		20		—		20		—
Dividends on common shares ($0.15 per share)	—	—		(66,656)		—		—		(66,656)		—
Share-based compensation plans, net	156	5,425		—		—		—		5,425		—
Distributions paid to noncontrolling interest in Eureka Midstream Holdings, LLC	—	—		—		—		(8,000)		(8,000)		—
Dividends paid to holders of Equitrans Midstream Preferred Shares ($0.4873 per share)	—	—		—		—		—		—		(14,628)




Balance at March 31, 2024	433,661	$	3,982,574	$	(2,904,491)	$	(1,252)	$	457,494	$	1,534,325	$	681,842

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

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												Mezzanine
												Equity
						Accumulated						Equitrans
	Common Stock					Other						Midstream
	Shares	No		Retained		Comprehensive		Noncontrolling		Total		Preferred
	Outstanding	Par Value		Deficit		Loss		Interest		Equity		Shares
	(Thousands, except per share amounts)
Balance at January 1, 2023	432,781	$	3,974,127	$	(3,053,590)	$	(1,332)	$	479,399	$	1,398,604	$	681,842
Other comprehensive income (net of tax):
Net income	—	—		87,054		—		4,409		91,463		14,628
Pension and other post-retirement benefits liability adjustment, net of tax expense of $7	—	—		—		22		—		22		—
Dividends on common shares ($0.15 per share)	—	—		(65,121)		—		—		(65,121)		—
Share-based compensation plans, net	402	3,050		—		—		—		3,050		—
Distributions paid to noncontrolling interest in Eureka Midstream Holdings, LLC	—	—		—		—		(8,000)		(8,000)		—
Dividends paid to holders of Equitrans Midstream Preferred Shares ($0.4873 per share)	—	—		—		—		—		—		(14,628)
Balance at March 31, 2023	433,183	$	3,977,177	$	(3,031,657)	$	(1,310)	$	475,808	$	1,420,018	$	681,842
Other comprehensive income (net of tax):
Net income	—	—		52,617		—		1,675		54,292		14,628
Pension and other post-retirement benefits liability adjustment, net of tax expense of $7	—	—		—		22		—		22		—
Dividends on common shares ($0.15 per share)	—	—		(68,227)		—		—		(68,227)		—
Share-based compensation plans, net	78	23,853		—		—		—		23,853		—
Distributions paid to noncontrolling interest in Eureka Midstream Holdings, LLC	—	—		—		—		(12,000)		(12,000)		—
Dividends paid to holders of Equitrans Midstream Preferred Shares ($0.4873 per share)	—	—		—		—		—		—		(14,628)
Balance at June 30, 2023	433,261	$	4,001,030	$	(3,047,267)	$	(1,288)	$	465,483	$	1,417,958	$	681,842
Other comprehensive income (net of tax):
Net income	—	—		112,804		—		2,272		115,076		14,628
Pension and other post-retirement benefits liability adjustment, net of tax expense of $7	—	—		—		22		—		22		—
Dividends on common shares ($0.15 per share)	—	—		(66,402)		—		—		(66,402)		—
Share-based compensation plans, net	—	8,338		—		—		—		8,338		—
Distributions paid to noncontrolling interest in Eureka Midstream Holdings, LLC	—	—		—		—		(2,440)		(2,440)		—
Dividends paid to holders of Equitrans Midstream Preferred Shares ($0.4873 per share)	—	—		—		—		—		—		(14,628)
Balance at September 30, 2023	433,261	$	4,009,368	$	(3,000,865)	$	(1,266)	$	465,315	$	1,472,552	$	681,842

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

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EQUITRANS MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

1. Financial Statements

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

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

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) for interim financial information and with the requirements of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these unaudited consolidated financial statements include all adjustments (consisting of only normal, recurring adjustments, unless otherwise disclosed in this Quarterly Report on Form 10-Q) necessary for a fair presentation of the financial position of the Company as of ~~September~~March 3031, ~~2023~~2024, the results of its operations ~~and equity for the three and nine months ended September 30~~, ~~2023~~cash ~~and~~flows ~~2022~~ and ~~its~~equity ~~cash flows~~ for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023. The consolidated balance sheet at December 31, ~~2022~~2023 has been derived from the audited financial statements at that date, but does not include all of the information and notes required by GAAP for complete financial statements. This Quarterly Report on Form 10-Q should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023, which includes all disclosures required by GAAP.

Due to, among other things, the seasonal nature of the Company's utility customer contracts, as well as producers’ well completion activities and varying needs for fresh and produced water (which are primarily driven by horizontal lateral lengths and the number of completion stages per well), the interim statements for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023~~2024 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2023~~2024.

For further information, refer to the Company's consolidated financial statements and related notes in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023, as well as Part I, "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" contained herein.

Revisions of Previously Issued Financial Statements.

In the course of its 2022 year-end process, the Company identified certain corrections in its previously issued unaudited interim consolidated financial statements primarily related to the accounting for the Henry Hub cash bonus payment provision (as defined in Note 7). In accordance with Staff Accounting Bulletin (SAB) No. 99, Materiality, and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the Company evaluated the corrections and, based on its analysis of quantitative and qualitative factors, determined that the related impact was not material to the Company's affected unaudited interim consolidated financial statements presented within this Quarterly Report on Form 10-Q. The Company has made the appropriate revisions to its previously issued interim consolidated financial statements in order to correct the Henry Hub cash bonus payment provision, and also made other immaterial revisions to its nine months ended September 30, 2022 unaudited interim consolidated financial statements. For more information, see Notes 1 and 16 to the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2022.

Recently Issued Accounting Standards.

In ~~March~~November ~~2020~~2023, the FASB issued ASU ~~2020~~2023-0407, ~~Reference~~Segment ~~Rate~~Reporting ~~Reform~~ (Topic ~~848~~280): Improvements to Reportable Segment Disclosures, which provides ~~practical~~improvements ~~expedients~~to ~~for~~reportable ~~contract~~segment ~~modifications~~disclosures and ~~certain~~is ~~hedging~~intended ~~relationships~~to ~~associated~~enhance ~~with~~ the ~~transition~~disclosures ~~from~~regarding ~~reference~~significant ~~rates~~segment ~~that are expected to be discontinued~~expenses. ~~This~~The guidance is applicable to ~~the~~all ~~calculation~~public ofentities ~~each~~that ~~dividend~~are ~~following~~required ~~March~~to ~~31,~~report ~~2024~~segment ~~for~~information ~~the~~in ~~Equitrans~~accordance ~~Midstream~~with ~~Preferred~~Topic ~~Shares~~280 ~~pursuant to the Company's Second Amended~~ and ~~Restated~~is ~~Articles~~to ofbe ~~Incorporation,~~applied asretrospectively ~~well~~to asall ~~any~~prior ~~Company~~periods ~~contracts~~presented ~~that~~in ~~use~~ the ~~London~~financial ~~Inter-Bank Offered Rate as a reference rate~~statements. InThe ~~December~~Company ~~2022,~~is ~~the~~currently ~~FASB~~evaluating ~~also issued ASU 2022-06, which amended Topic 848 to defer~~ the ~~sunset~~potential ~~date~~impact toof ~~apply~~adopting ~~the practical expedients until December 31, 2024. The Company adopted~~ this standard on ~~April~~its ~~1, 2023 and it had no impact on the Company's~~ financial statements and related disclosures.

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

2. Proposed EQT Transaction

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

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

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

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

The Merger Agreement contains representations and warranties from the parties, and each party has agreed to certain covenants, including, among others, covenants relating to (i) the conduct of business during the interim period between the execution of the Merger Agreement and the Effective Time and (ii) the obligation to use reasonable best efforts to cause the Mergers to be consummated.

Upon termination of the Merger Agreement under certain circumstances, the Company will be obligated to pay Parent a termination fee equal to $191 million. Upon termination of the Merger Agreement under certain circumstances, Parent will be obligated to pay the Company (i) a termination fee equal to $545 million or (ii) a special termination fee equal to $176 million.

The Company recorded approximately $5.7 million in expenses related to the EQT Transaction during the three months ended March 31, 2024 primarily related to advisor, legal and other transaction-related fees, which are included in transaction costs in the statements of consolidated comprehensive income.

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23. Financial Information by Business Segment

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

	Three Months Ended September 30,				Nine Months Ended September 30,
			Three Months Ended March 31,
	2023		2022		2023		2022
					2024		2023
	~~(Thousands)~~				(Thousands)
Revenues from customers:
Gathering	$	220,087	$	227,180	$	641,033	$	672,284
Gathering (a)					$	224,640	$	210,752
Transmission	98,575		91,557		330,021		293,430
Transmission (a)					116,894		138,906
Water	~~19,852~~		~~13,014~~		6222,~~266~~740		3626,~~794~~679
Total operating revenues	$	~~338,514~~	$	~~331,751~~	$	1364,~~033,320~~274	$	1376,~~002,508~~337
Operating income (loss):
Operating income:
Gathering	$	~~101,134~~	$	~~112,279~~	$	~~286~~105,~~448~~059	$	~~345~~104,~~695~~294
Transmission	~~55,808~~		~~64,077~~		~~203~~77,~~181~~082		~~209~~98,~~480~~922
Water	~~(2,251)~~		~~2,342~~		104,~~652~~988		312,~~537~~373
Headquarters (a)	(402)		(368)		(1,214)		(984)
Headquarters (b)					(5,973)		(345)
Total operating income	$	~~154,289~~	$	~~178,330~~	$	~~499~~181,~~067~~156	$	~~557~~215,~~728~~244
Reconciliation of operating income to net income (loss):
Reconciliation of operating income to net income:
Equity income (b)	$	73,810	$	48	$	97,618	$	91
Equity income (c)					$	73,005	$	122
Impairment of equity method investment (b)	—		(583,057)		—		(583,057)
Other (expense) income, net (d)					(3,976)		(8,102)
Other (expense) income, net (c)	(3,037)		2,465		8,670		8,124
Net interest expense					(118,896)		(104,957)
Loss on extinguishment of debt	—		—		—		(24,937)
Income tax expense (benefit)					19,400		(3,784)
Net interest expense	(106,334)		(101,085)		(314,935)		(289,323)
Net income					$	111,889	$	106,091
Income tax (benefit) expense	(10,976)		(366)		(14,295)		7,927
Net income (loss)	$	129,704	$	(502,933)	$	304,715	$	(339,301)

(a)~~Includes~~For ~~certain~~the ~~unallocated~~three ~~corporate~~months ~~expenses~~ended March 31, 2023, volumetric-based fee revenues associated with Gathering and Transmission included one-time contract buyouts by a customer for approximately $5.0 million and $23.8 million, respectively.

(b)~~Equity~~Includes ~~income~~transaction costs and ~~impairment~~other ofcertain ~~equity~~unallocated ~~method~~corporate ~~investment are included in the Transmission segment~~expenses.

(c)~~Includes~~Equity ~~unrealized~~income ~~(loss)~~is ~~gain~~included ~~on derivative instruments recorded~~ in the ~~Gathering~~Transmission segment.

	September 30, 2023		December 31, 2022
	(Thousands)
Segment assets:
Gathering	$	7,605,477	$	7,610,233
Transmission (a)	2,808,259		2,333,896
Water	209,967		218,680
Total operating segments	10,623,703		10,162,809
Headquarters, including cash	408,954		282,776
Total assets	$	11,032,657	$	10,445,585

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


	March 31, 2024		December 31, 2023
	(Thousands)
Segment assets:
Gathering	$	7,573,577	$	7,612,820
Transmission (a)	3,731,064		3,369,718
Water	245,270		217,225
Total operating segments	11,549,911		11,199,763
Headquarters, including cash	298,930		509,663
Total assets	$	11,848,841	$	11,709,426

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

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	Three Months Ended September 30,				Nine Months Ended September 30,
			Three Months Ended March 31,
	2023		2022		2023		2022
					2024		2023
	~~(Thousands)~~				(Thousands)
Depreciation:
Gathering	$	~~48,585~~	$	~~49,125~~	$	~~147~~50,~~321~~152	$	~~145~~49,~~953~~349
Transmission	~~14,004~~		~~13,909~~		4114,~~796~~383		4113,~~707~~888
Water	~~6,655~~		~~5,162~~		197,~~029~~034		145,~~483~~863
Headquarters	~~104~~		~~376~~		~~637~~103		~~1,129~~304
Total	$	~~69,348~~	$	~~68,572~~	$	~~208~~71,~~783~~672	$	~~203~~69,~~272~~404
Capital expenditures:
Gathering (a)	$	~~67,551~~	$	~~73,589~~	$	~~199~~54,~~157~~256	$	~~195~~59,~~925~~713
Transmission (b)	~~31,332~~		~~12,429~~		5417,~~896~~704		229,~~994~~189
Water	~~9,574~~		~~17,041~~		3110,~~798~~047		4911,~~132~~076
Headquarters	—		—		—		13
Total (c)					$	82,007	$	79,978
Total (c)	$	108,457	$	103,059	$	285,851	$	268,064

(a)Includes capital expenditures related to the noncontrolling interest in Eureka Midstream Holdings, LLC (Eureka Midstream) of approximately $35.30 million and $113.52 million for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023,~~2024 ~~respectively,~~ and ~~approximately $5.9 million and $17.6 million for the three and nine months ended September 30~~2023, ~~2022,~~ respectively.

(b)Transmission capital expenditures do not include aggregate capital contributions made to the MVP Joint Venture ~~for the MVP and MVP Southgate projects~~ of approximately $~~209~~423.90 million and $~~280~~34.5 million for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023,~~2024 ~~respectively,~~ and ~~approximately $46.4 million and $158.2 million for the three and nine months ended September 30~~2023, ~~2022,~~ respectively.

(c)The Company accrues capital expenditures when the work has been completed but the associated bills have not yet been paid. Accrued capital expenditures are excluded from the statements of consolidated cash flows until they are paid. The net impact of non-cash capital expenditures, including the effect of accrued capital expenditures, transfers to/from inventory as assets are completed/assigned to a project and capitalized share-based compensation costs, ~~were~~was $(02.9) million and $(6.4.3) million for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023,~~2024 ~~respectively,~~ and ~~$10.7 million and $8.8 million for the three and nine months ended September 30~~2023, ~~2022,~~ respectively.

34. Revenue from Contracts with Customers

For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, substantially all revenues recognized on the Company's statements of consolidated comprehensive income were from contracts with customers. As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, all receivables recorded on the Company's consolidated balance sheets represented performance obligations that have been satisfied and for which an unconditional right to consideration exists.

	Three Months Ended September 30, 2023
	Gathering		Transmission		Water		Total
	(Thousands)
Firm reservation fee revenues (a)	$	147,137	$	82,508	$	11,029	$	240,674
Volumetric-based fee revenues	72,950		16,067		8,823		97,840
Total operating revenues	$	220,087	$	98,575	$	19,852	$	338,514
	Three Months Ended September 30, 2022
	Gathering		Transmission		Water		Total
	(Thousands)
Firm reservation fee revenues (a)	$	144,730	$	84,584	$	9,375	$	238,689
Volumetric-based fee revenues	82,450		6,973		3,639		93,062
Total operating revenues	$	227,180	$	91,557	$	13,014	$	331,751

Summary of disaggregated revenues. The tables below provide disaggregated revenue information by business segment.

	Nine Months Ended September 30, 2023
	Three Months Ended March 31, 2024
	Gathering		Transmission		Water		Total
	(Thousands)
Firm reservation fee revenues (a)	$	~~428~~135,~~945~~676	$	~~266~~100,~~477~~323	$	299,~~793~~375	$	~~725~~245,~~215~~374
Volumetric-based fee revenues (b)	212,088		63,544		32,473		308,105
Volumetric-based fee revenues	88,964		16,571		13,365		118,900
Total operating revenues	$	~~641~~224,~~033~~640	$	~~330~~116,~~021~~894	$	6222,~~266~~740	$	1364,~~033,320~~274
	Nine Months Ended September 30, 2022
	Three Months Ended March 31, 2023
	Gathering		Transmission		Water		Total
	(Thousands)
Firm reservation fee revenues (a)	$	~~415~~140,~~932~~071	$	~~272~~101,~~129~~722	$	249,~~502~~375	$	~~712~~251,~~563~~168
Volumetric-based fee revenues	256,352		21,301		12,292		289,945
Volumetric-based fee revenues (b)	70,681		37,184		17,304		125,169
Total operating revenues	$	~~672~~210,~~284~~752	$	~~293~~138,~~430~~906	$	3626,~~794~~679	$	1376,~~002,508~~337

(a) Firm reservation fee revenues associated with Gathering included MVC unbilled revenues of approximately $15.89 million and $73.53 million for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023,~~2024 ~~respectively,~~ and ~~$8.5 million and $17.4 million for the three and nine months ended September 30~~2023, ~~2022,~~ respectively.

(b) For the ~~nine~~three months ended ~~September~~March 3031, 2023, volumetric-based fee revenues associated with Gathering and Transmission included one-time contract buyouts by a customer for approximately $5.0 million and $23.8 million, respectively.

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

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

Nine Months Ended September 30,

Three Months Ended March 31,

2023

2022

2024

2023

(Thousands)

Balance as of beginning of period

2711,~~493~~123

1627,~~772~~493

Revenue recognized in excess of amounts invoiced (a)

75,~~530~~903

193,~~436~~262

Minimum volume commitments invoiced (b)

(237,~~558~~833)

(1423,~~884~~558)

Amortization (c)

(~~494~~165)

(~~334~~165)

Balance as of end of period

109,~~971~~028

207,~~990~~032

(a)Primarily includes revenues associated with MVCs that are ~~generally~~ included in ~~firm reservation fee~~ revenues within the Gathering and Water segments.

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

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

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

On July 8, 2022, the Company received written notice from EQT, pursuant to the EQT Global GGA, of EQT’s irrevocable election under the agreement to forgo up to approximately $145 million of potential gathering fee relief in the first twelve-month period beginning the first day of the quarter in which the MVP full in-service date occurs and up to approximately $90 million of potential gathering fee relief in the second such twelve-month period in exchange for a cash payment from the Company to EQT in the amount of approximately $195.8 million (the EQT Cash Option). As a result of EQT’s election to forgo potential rate relief in exchange for the cash option payment, the Company recorded a reduction to the contract liability of approximately $195.8 million and an increase to the EQT Cash Option liability on the consolidated balance sheets as of September 30, 2022. The Company utilized borrowings under the Amended EQM Credit Facility to effect such payment and the payment was made to EQT on October 4, 2022.

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

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2023		2022
	2024		2023
	(Thousands)
Balance as of beginning of period	$	~~973~~1,~~087~~301,100	$	~~822~~973,~~416~~087
Amounts recorded during the period (a)	~~250~~62,~~061~~456		~~266~~81,~~792~~930
Change in estimated variable consideration (b)	~~(5,330)~~—		(43,~~837~~392)
Amounts transferred during the period (c)	(41,~~317~~491)		(~~942~~2,221)
EQT Cash Option	—		(195,820)
Balance as of end of period	$	1,362,065	$	1,049,404
Balance as of end of period	$	1,213,501	$	887,609

(a)Includes deferred billed revenue during the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023 primarily associated with the EQT Global GGA.

(b)For the ~~nine~~three months ended ~~September~~March 3031, 2023, the change in estimated variable consideration represents the decrease in total deferred revenue due to changes in MVP timing assumptions. For the nine months ended September 30, 2022, the change in estimated variable consideration represents the decrease in total deferred revenue required for gathering MVC revenue with a declining rate structure, resulting from the EQT Cash Option election that required total estimated gathering consideration to be increased.

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

Summary of remaining performance obligations. The following table summarizes the estimated transaction price allocated to the Company's remaining performance obligations under all contracts with firm reservation fees, MVCs and/or ARCs as of ~~September~~March 3031, ~~2023~~2024 that the Company will invoice or transfer from contract liabilities and recognize in future periods.

		2023(a)		2024		2025		2026		2027		Thereafter		Total
		2024(a)		2025		2026		2027		2028		Thereafter		Total
	(Thousands)
Gathering firm reservation fees		$	25128,~~390~~764	$	~~156~~176,~~078~~822	$	~~177~~167,~~127~~220	$	~~167~~160,~~692~~435	$	~~161~~156,~~018~~743	$	1,~~726~~553,~~068~~481	$	2,~~413~~343,~~373~~465
Gathering revenues supported by MVCs		~~114~~333,~~809~~494		~~427~~458,~~169~~745		~~456~~490,~~995~~982		~~489~~488,~~335~~944		~~487~~486,~~366~~306		32,~~169~~690,~~121~~099		54,~~144~~948,~~795~~570
Transmission firm reservation fees		94291,~~184~~127		~~394~~400,~~879~~381		~~394~~400,~~766~~511		~~393~~399,~~300~~762		~~394~~397,~~490~~081		32,~~149~~771,~~178~~121		4,~~820~~659,~~797~~983
Water revenues supported by ARCs		9,375		45,706		48,441		45,159		44,065		166,644		359,390
Water revenues supported by ARCs/MVCs		36,331		48,441		45,159		44,065		45,706		120,938		340,640
Total (b)		$	~~243~~789,~~758~~716	$	1,~~023~~084,~~832~~389	$	1,~~077~~103,~~329~~872	$	1,~~095~~093,~~486~~206	$	1,~~086~~085,~~939~~836	$	87,~~211~~135,~~011~~639	$	12,~~738~~292,~~355~~658

(a) ~~October~~April 1, ~~2023~~2024 through December 31, ~~2023~~2024.

(b) Includes assumptions regarding timing for placing certain projects in-service. Such assumptions may not be realized and delays in the in-service dates for projects have substantially altered, and any future additional delays may further substantially alter, the remaining performance obligations for certain contracts with firm reservation fees, MVCs and/or ARCs. The MVP Joint Venture is accounted for as an equity method investment and those amounts are not included in the table above.

Based on total projected contractual revenues, including projected contractual revenues from future capacity expected from expansion projects that are not yet fully constructed or not yet fully in-service for which the Company has executed firm contracts, the Company's firm gathering contracts and firm transmission and storage contracts had weighted average remaining terms of approximately 13 years and 11 years, respectively, as of ~~September~~March 3031, ~~2023~~2024.

45. Investment in Unconsolidated ~~Entities~~Entity

~~Mountain Valley Pipeline.~~ The MVP Joint Venture ~~is constructing the Mountain Valley Pipeline (MVP), an estimated 300-mile natural gas interstate pipeline that is designed to span from northern West Virginia to southern Virginia~~. The Company ~~will~~has ~~operate the MVP and owned a 47.7% interest in the MVP project as of September 30, 2023. On November 4, 2019, Consolidated Edison, Inc. (Con Edison) exercised~~ an ~~option~~equity tomethod ~~cap its~~ investment in the ~~construction of the~~ MVP ~~project~~Joint ~~at approximately $530 million (excluding AFUDC)~~Venture. OnThe ~~May~~MVP 4,Joint ~~2023,~~Venture ~~RGC~~is ~~Resources,~~constructing ~~Inc. (RGC) also exercised an option for~~ the ~~Company~~Mountain toValley ~~fund~~Pipeline ~~RGC's~~and ~~portion~~is ofdeveloping ~~future capital contributions with respect to~~ the MVP Southgate project, ~~which~~each ~~funding~~discussed ~~the Company commenced~~ in ~~June~~more ~~2023~~detail ~~and will continue through the full in-service date of the MVP~~below. The Company ~~and~~maintains ~~NextEra~~separate ~~Energy,~~ownership ~~Inc.~~interests ~~are~~in ~~obligated to,~~ and ~~RGC~~is ~~prior~~expected to ~~the~~operate ~~exercise of its option described above had opted to, fund~~ the ~~shortfall~~two in Con Edison's capital contributions, on a pro rata basis. Following RGC's exercise of its option, the Company is also funding RGC's portion of Con Edison's shortfall. Such funding by the Company in respect of the Con Edison shortfall and RGC's portion of capital contributions has and will correspondingly increase the Company's interests in the MVP ~~project~~Joint ~~and~~Venture ~~decrease Con Edison's and RGC's respective interests, as applicable, in the MVP project~~projects.

Mountain Valley Pipeline. The MVP Joint Venture is constructing the Mountain Valley Pipeline (MVP), a 303-mile natural gas interstate pipeline that is designed to span from northern West Virginia to southern Virginia. The Company will operate the MVP and owned a 48.9% interest in the MVP project as of March 31, 2024.

In April 2024, the MVP Joint Venture filed its in-service authorization request for the MVP project with the FERC. As of the filing of this Quarterly Report on Form 10-Q, the MVP Joint Venture has continued to make substantial progress on completing the MVP and construction, together with commissioning activity and certain pre-MVP in-service restoration on the MVP is ongoing. The Company expects to complete construction and final commissioning of the pipeline on or about May 31, 2024 and is targeting a total project cost of approximately $7.85 billion (including contingency and excluding allowance for funds used during construction (AFUDC)).

MVP and MVP-related long-term firm capacity will begin on the first day of the month immediately following the date MVP receives FERC authorization to commence service and is able to provide the applicable service level (with certain MVC step ups and more significant gathering MVC fee declines under the EQT Global GGA commencing effective the first day of the calendar quarter in which the MVP long-term firm capacity obligations commence). The targeted completion timing, and accordingly the commencement of MVP and MVP-related long-term firm capacity contractual obligations, as well as the estimated total project cost, are subject to many ongoing factors. If construction and final commissioning were to be completed on or about May 31, 2024 and the project completed at a total project cost of approximately $7.85 billion (including contingency and excluding AFUDC), the Company expects its equity ownership in the MVP project would progressively increase from approximately 48.9% to approximately 49.2%.

The MVP Joint Venture is a variable interest entity because it has insufficient equity to finance its activities during the construction stage of the project. The Company is not the primary beneficiary of the MVP Joint Venture because the Company does not have the power to direct the activities that most significantly affect the MVP Joint Venture's economic performance. Certain business decisions, such as decisions to make distributions of cash, require a greater than 66 2/3% ownership interest approval, and no one member owns more than a 66 2/3% interest. Upon completion of the MVP project, the Company expects the MVP Joint Venture to no longer be a variable interest entity because it will have sufficient equity to finance its activities, including accessing capital markets and returning a portion of invested capital to its owners.

In March 2024, the MVP Joint Venture issued a capital call notice for the funding of the MVP project to MVP Holdco, LLC (MVP Holdco), a wholly owned subsidiary of the Company, for $46.8 million, which was paid in April 2024. The capital contributions payable and the corresponding increase to the investment balance are reflected on the consolidated balance sheet as of March 31, 2024.

Pursuant to the MVP Joint Venture's limited liability company agreement, MVP Holdco is obligated to provide performance assurances in respect of the MVP project, which may take the form of a guarantee from EQM (provided that EQM's debt is rated as investment grade in accordance with the requirements of the MVP Joint Venture's limited liability company agreement), a letter of credit or cash collateral, in favor of the MVP Joint Venture to provide assurance as to the funding of MVP Holdco's proportionate share of the construction budget for the MVP project. As of March 31, 2024, the letter of credit with respect to the MVP project was in the amount of approximately $104.7 million. The letter of credit with respect to the MVP project is expected to be further reduced as the Company contributes capital to fund MVP Holdco's remaining proportionate share of the construction budget, subject to a minimum-required level to be maintained through in-service of the MVP project.

The Company's ownership interest in the MVP Joint Venture related to the MVP project is significant for the three months ended March 31, 2024 as defined by the SEC's Regulation S-X Rule 1-02(w). Accordingly, as required by Regulation S-X Rule

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~~On June~~ 3-09, ~~2023,~~ the ~~President~~following oftables ~~the~~summarize ~~United States signed into law~~ the ~~Fiscal~~condensed ~~Responsibility~~financial ~~Act~~statements of ~~2023 that, among other things, ratified and approved all permits and authorizations necessary for~~ the ~~construction and initial operation of the~~ MVP, directed the applicable federal officials and agencies to maintain such authorizations, required the Secretary of the Army to issue not later than June 24, 2023 all permits or verifications necessary to complete construction of the MVP and allow for the MVP’s operation and maintenance, and divested courts of jurisdiction to review agency actions on approvals necessary for MVP construction and initial operation. Following enactment of the Fiscal Responsibility Act of 2023, the Fourth Circuit issued a stay halting MVP project construction in the Jefferson National Forest and a stay of the new Biological Opinion and Incidental Take Statement for the MVP project effectively halting forward construction for the entirety of the project, on July 10, 2023 and July 11, 2023, respectively. The MVP Joint Venture ~~subsequently~~in ~~filed~~relation ~~an emergency application~~ to ~~vacate~~ the ~~stays with the U.S. Supreme Court and the U.S. Supreme Court vacated the stays on July 27, 2023. Accordingly, the~~ MVP ~~Joint Venture recommenced forward construction~~project.

On October 18, 2023, the Company announced that following the MVP Joint Venture's comprehensive review of progress achieved since the resumption of forward construction in August 2023 and construction activity remaining for completion of the MVP project, the MVP Joint Venture refined the targeted timing for completing construction of the project from year-end 2023 to the first quarter of 2024, with the total project cost anticipated to be approximately $7.2 billion (excluding AFUDC), which includes approximately $120 million of contingency. Based on such targeted completion timing and following in-service authorization from the FERC, contractual obligations accordingly would commence on or before April 1, 2024. If the project were to be completed in the first quarter of 2024 and at a total project cost of approximately $7.2 billion (excluding AFUDC), the Company expects its equity ownership in the MVP project would progressively increase from approximately 47.7% to approximately 48.8%.

The Company reviews the carrying value of its investments in unconsolidated entities for impairment whenever events or changes in circumstances indicate that the fair value may have declined in value. In connection with its assessment as of September 30, 2022, the Company identified an increased risk of one or more permitting delays resulting primarily from then recent legal developments and regulatory uncertainties, as well as macroeconomic pressures primarily due to increased interest rates that impacted the discount rate used within the estimated fair value of its investment in the MVP Joint Venture. The Company considered these factors to be indicators of a decline in value. As such, the Company evaluated if the carrying value of its equity method investment in the MVP Joint Venture as of September 30, 2022 exceeded the fair value and, if so, whether that decline in value was other-than-temporary.

The Company estimated the fair value of its investment in the MVP Joint Venture using an income approach that primarily considered revised probability-weighted scenarios of discounted future net cash flows based on the estimates of total project costs and revenues. These scenarios reflected assumptions and judgments regarding potential delays and cost increases resulting from various then ongoing legal and regulatory matters affecting the MVP and MVP Southgate projects. The Company’s analysis also took into account, among other things, probability-weighted growth expectations from additional compression expansion opportunities. The Company generally used an after-tax discount rate of 7.5% in the analysis derived based on a market participant approach. The Company considered scenarios under which then ongoing or new legal and regulatory matters could further delay the completion and increase the total costs of the project; all required legal and regulatory approvals and authorizations and certain compression expansion opportunities are realized; and the MVP project is canceled. As a result of the assessment, the Company recognized a pre-tax impairment charge of approximately $583 million that reduced the carrying value of its equity investment in the MVP Joint Venture to approximately $784 million as of September 30, 2022. Given the significant assumptions and judgments used in estimating the fair value of the Company's investment in the MVP Joint Venture, the fair value of the investment in the MVP Joint Venture represented a Level 3 measurement.

In September 2023, the MVP Joint Venture issued a capital call notice for the funding of the MVP project to MVP Holdco, LLC (MVP Holdco), a wholly owned subsidiary of the Company, for $126.3 million, which was paid in October 2023. In October 2023, the MVP Joint Venture issued a capital call notice for the funding of the MVP project to MVP Holdco for $327.0 million, which is expected to be paid in the fourth quarter of 2023.

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MVP Holdco's proportionate share of the construction budget for the MVP project. As of September 30, 2023, the letter of credit with respect to the MVP project was in the amount of approximately $219.7 million. The letter of credit with respect to the MVP project is expected to continue to reduce over time as the Company contributes capital to fund MVP Holdco's remaining proportionate share of the construction budget.

The Company's ownership interest in the MVP Joint Venture related to the MVP project is significant for the nine months ended September 30, 2023 as defined by the SEC's Regulation S-X Rule 1-02(w). Accordingly, as required by Regulation S-X Rule 3-09, the following tables summarize the unaudited condensed consolidated financial statements of the MVP Joint Venture in relation to the MVP project.

Condensed Balance Sheets

	September 30, 2023		December 31, 2022
	March 31, 2024		December 31, 2023
	(Unaudited)
	(Thousands)
Current assets	$	~~250~~228,~~231~~562	$	71349,~~535~~417
Non-current assets	79,~~510~~099,~~768~~814		68,~~737~~480,~~064~~539
Total assets	$	79,~~760~~328,~~999~~376	$	68,~~808~~829,~~599~~956
Current liabilities	$	~~236~~238,~~947~~888	$	~~118~~371,~~679~~508
Equity	79,~~524~~089,~~052~~488		68,~~689~~458,~~920~~448
Total liabilities and equity	$	79,~~760~~328,~~999~~376	$	68,~~808~~829,~~599~~956

Condensed Statements of Operations

	Three Months Ended September 30,				Nine Months Ended September 30,
			Three Months Ended March 31,
	2023		2022		2023		2022
					2024		2023
	(Thousands)
					(Unaudited)
Operating (expense) income	$	—	$	(20)	$	—	$	20
					(Thousands)
Other income	1,368		—		1,930		—
Operating (expense) income					$	(34)	$	—
Net interest income	46,191		120		61,114		172
Other income					3,270		257
AFUDC - equity	107,785		—		142,607		—
AFUDC - debt					43,960		—
Net income	$	155,344	$	100	$	205,651	$	192
AFUDC - equity					102,579		—
Net income					$	149,775	$	257

MVP Southgate Project. In April 2018, the MVP Joint Venture announced the MVP Southgate project, ~~which~~(MVP isSouthgate) as a contemplated interstate pipeline that was approved by the United States FERC and designed to extend approximately 75- miles from the MVP atin Pittsylvania County, Virginia to new delivery points in Rockingham and Alamance Counties, North Carolina. ~~The~~using ~~Company~~24-inch ~~is expected to operate the MVP Southgate pipeline~~ and ~~owned~~16-inch adiameter 47pipe.2% interest in the MVP Southgate project as of September 30, 2023. The MVP Joint Venture continues to engage with the project shipper, Dominion Energy North Carolina, and a prospective customer regarding refining the MVP Southgate project’s design, scope and/or timing for the benefit of such customers in lieu of pursuing the project as originally contemplated. Dominion Energy North Carolina’s obligations under the precedent agreement in support of the original project are subject to certain conditions, including, among others, that the MVP Joint Venture will have completed construction of the project facilities by December 31, 2023. The Company is unable to ensure the results of the continued engagement between the MVP Joint Venture and Dominion Energy North Carolina and a prospective customer, including the ultimate design, scope, timing, undertaking or completion of the project.

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

The Company is expected to operate the MVP Southgate pipeline and owned a 47.2% interest in the MVP Southgate project as of March 31, 2024. The targeted completion timing for the project is June 2028.

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

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5. Share-based Compensation Plans

In December 2021, at the recommendation of the Human Capital and Compensation Committee (the Compensation Committee) and approval of the Company’s Board of Directors (the Board), the Company granted a special, one-time, performance award program designed to reward all employees should the Company’s most complex and strategically significant project, the MVP project, be placed in-service (the MVP PSU Program). The Company granted 1,450,110 shares to all participants in the 2018 Long-Term Incentive Plan, as amended, as of November 1, 2021 (LTIP Participants), except the Company’s named executive officers (NEOs) and certain other senior leaders (collectively, the Senior Executives), and 1,158,030 shares to the Senior Executives. The MVP PSU Program awards were granted on December 6, 2021 and will be paid in Company common stock, contingent on the MVP Joint Venture being authorized by the FERC to commence service on the MVP (such authorization, the In-Service Date) on or before a specified expiration date of January 1, 2024 (the Expiration Date, the continued applicability of which is discussed below), subject to continued service through the applicable payment date:

•As to shares issued to the LTIP Participants, 100% will be paid on the date selected by the Company that is not later than 90 days after the In-Service Date;

•As to shares issued to the Senior Executives:

•50% will be paid on the date selected by the Company that is not later than 90 days after the In-Service Date;

•25% will be paid on the date selected by the Company that is not later than 30 days after the first anniversary of the In-Service Date; and

•25% will be paid on the date selected by the Company that is not later than 30 days after the second anniversary of the In-Service Date.

Dividends are eligible to be paid in cash upon vesting on each share of common stock as dividends are declared on the Company's common stock during the vesting period.

The achievement of the MVP Joint Venture being authorized by the FERC to commence service on the MVP on or before the Expiration Date represented a performance condition as defined by ASC 718, Share-based Compensation, that should be assessed at the end of each reporting period as to whether the performance condition is probable of being achieved. Due to the graded vesting of the MVP PSU Program awards to the Senior Executives, the Company recognizes compensation cost over the requisite service period for each separately vested tranche of the award as though each award was, in substance, its own award. In June 2023, the performance condition associated with the MVP PSU Program awards was deemed to be probable. During the nine months ended September 30, 2023, the Company recognized compensation cost of approximately $19.4 million that includes the cumulative catch-up of approximately $14.1 million to reflect the requisite service period of each award that has been provided to date. As of September 30, 2023, there was approximately $4.9 million of unrecognized compensation cost related to non-vested MVP PSU Program awards that is expected to be recognized over a remaining weighted average vesting term of approximately 0.8 years.

The following table provides detailed information on the MVP PSU Program as of September 30, 2023:

MVP PSU Program	Non-vested Shares	Grant Date Fair Value (a)	Fair Value (Thousands)		Requisite Service Period	Unrecognized Compensation Cost (Thousands)
LTIP Participants	1,367,983	$9.59	$	13,119	28 months	$	1,551
Senior Executives T1	579,015	$9.59	5,553		28 months	666
Senior Executives T2	289,511	$9.59	2,776		40 months	1,126
Senior Executives T3	289,504	$9.59	2,776		52 months	1,530

(a) Determined based upon the closing price of the Company's common stock on the day before the grant date.

In connection with considering the Company’s ongoing efforts to complete the MVP project, the Board took note of the significant legal and regulatory obstacles that delayed progress on the MVP project that were outside of the control of the Company, particularly since the inception of the MVP PSU Program, the efforts undertaken by many of the Company’s employees, including the NEOs, to overcome these obstacles, and ongoing risks. The Board also is focused on and seeks to promote the Company's top priority of completing the MVP project safely and in compliance with applicable environmental standards. Taking into account these factors, the proximity of the Expiration Date, and noting the potential that the Expiration

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Date could distract from, or be cited by project opponents as a distraction from, a focus on safety and environmental compliance, the Board, on July 26, 2023, with the recommendation of the Compensation Committee, approved an amendment to the MVP PSU Program to eliminate the Expiration Date as a term of the MVP PSU Program and all award agreements thereunder (the MVP PSU Amendment).

Accordingly, the Equitrans Midstream Corporation Senior Executive 2021 MVP Performance Share Units Award Agreements to which the NEOs are parties and the Equitrans Midstream Corporation LTIP Participant 2021 MVP Performance Share Units Award Agreements were amended to reflect the elimination of the Expiration Date, and the calculation of shares retained in the event of a participant’s termination due to death, disability or retirement also was clarified. All other terms of the award agreements remain in full force and effect.

The MVP PSU Amendment resulted in a change to the original performance condition of the MVP PSU Program. As such, the Company accounted for the MVP PSU Amendment as a Type Ι modification in accordance with ASC 718, which did not result in any additional compensation cost related to the awards.

6. Debt

Amended EQM Credit Facility. AsOn ofFebruary ~~September 30~~15, ~~2023,~~2024 (the ~~Company~~Fifth ~~had~~Amendment ~~aggregate~~Date), ~~commitments~~EQM ~~available~~entered ~~under~~into ~~that~~an ~~certain~~amendment (the Fifth Amendment) to the Third Amended and Restated Credit Agreement, dated as of October 31, 2018 (as amended, supplemented or otherwise modified, the Amended EQM Credit Facility), among EQM, as borrower, Wells Fargo Bank, National Association, as the administrative agent, swing line lender, and an L/C issuer, the lenders party thereto from time to time and any other persons party thereto from time to time~~, of approximately $2~~.16 ~~billion~~The ~~before~~Fifth ~~October 31~~Amendment, ~~2023,~~among ~~with~~other ~~approximately $1.55 billion in aggregate commitments available on and after October 31~~things, ~~2023~~amended ~~and~~the ~~prior~~financial ~~to April 30~~covenant, ~~2025.~~such Asthat ~~of September 30, 2023, EQM had approximately $525 million of borrowings and $220.7 million of letters of credit outstanding under~~ the ~~Amended EQM Credit Facility. The amount EQM is able to borrow under the Amended EQM Credit Facility is bounded by a maximum~~ Consolidated Leverage Ratio (as defined in the Amended EQM Credit Facility) ~~that,~~(i) as of ~~September~~March 3031, ~~2023~~2024, could not exceed 56.5000 to 1.00., ~~Effective~~(ii) as of ~~October~~June 130, ~~2023 (the MVP Mobilization Effective Date~~2024, ascannot ~~defined~~exceed in6.25 ~~the Amended EQM Credit Facility), the maximum Consolidated Leverage Ratio permitted with respect~~ to ~~the fiscal quarter ending December 31~~1.00, ~~2023~~(iii) ~~and~~as ~~the end~~ of ~~each~~September of30, ~~EQM’s~~2024, ~~three~~cannot ~~consecutive~~exceed ~~fiscal quarters thereafter is~~ 5.85 to 1.00, ~~with~~and ~~the~~(iv) ~~then-applicable ratio being tested~~ as of the end of each fiscal quarter. ~~As of the MVP Mobilization Effective Date~~thereafter, ascannot ~~defined~~exceed in5.50 ~~the~~to ~~Amended~~1.00. EQM ~~Credit~~has ~~Facility~~or, ~~EQM~~as ~~expects~~applicable, towill have ~~the~~aggregate ~~ability~~commitments toavailable ~~borrow approximately $0.6 billion~~ under the Amended EQM Credit Facility. As of ~~December 31, 2022, EQM had~~ approximately $~~240~~1.55 billion ~~million~~prior ofto ~~borrowings~~April 30, 2025, and approximately $~~234~~1.945 billion ~~million~~on ofand ~~letters~~after ofApril ~~credit~~30, ~~outstanding~~2025 ~~under~~and ~~the~~prior ~~Amended~~to ~~EQM~~April ~~Credit~~30, ~~Facility~~2026. For the avoidance of doubt, any reference to the Amended EQM Credit Facility as of any particular date shall mean the Amended EQM Credit Facility as in effect on such date.

~~During~~As ~~the~~of ~~three~~March ~~and nine months ended September 30~~31, ~~2023~~2024, ~~the~~EQM ~~maximum~~had ~~outstanding borrowings at any time were approximately~~ $~~525~~ 520 million ~~and~~of ~~the~~borrowings ~~average~~and ~~daily balances were~~ approximately $~~337 million and $263 million, respectively~~105. ~~EQM incurred interest at weighted average annual interest rates of approximately~~ 8~~.2% and 7.9% for the three and nine months ended September~~ ~~30,~~million ~~2023,~~of ~~respectively.~~letters ~~For the three and nine months ended September 30, 2023, commitment fees~~ of ~~$2.0 million and $6.4 million, respectively, were paid to maintain~~ credit ~~availability~~outstanding under the Amended EQM Credit Facility. ~~During~~Taking ~~the~~into ~~three~~account ~~and nine months ended September 30, 2022,~~ the maximum ~~outstanding~~Consolidated ~~borrowings~~Leverage atRatio ~~any~~applicable ~~time~~under ~~were~~the ~~approximately~~Amended ~~$190~~EQM ~~million~~Credit ~~and~~Facility ~~$280 million~~that, ~~respectively,~~as ~~and~~of ~~the~~March ~~average~~31, ~~daily~~2024, ~~balances~~could ~~were~~not ~~approximately~~exceed ~~$143~~6.00 ~~million~~to ~~and $176 million~~1.00, ~~respectively.~~ EQM ~~incurred~~had ~~interest~~the atability ~~weighted~~to ~~average~~borrow ~~annual interest rates of~~ approximately 4$0.8%2 billion ~~and~~under ~~3.8% for~~ the ~~three~~Amended ~~and~~EQM ~~nine~~Credit ~~months~~Facility ~~ended~~as ~~September~~of March 3031, ~~2022, respectively~~2024. ~~For~~As ~~the~~of ~~three and nine months ended September~~December 3031, ~~2022~~2023, ~~commitment~~EQM ~~fees~~had of $~~2.3~~915 million of borrowings and approximately $6105.18 million, ~~respectively,~~of ~~were~~letters ~~paid~~of ~~to maintain~~ credit ~~availability under the Amended EQM Credit Facility. As of September 30, 2023, no term loans were~~ outstanding under the Amended EQM Credit Facility.

~~See~~During ~~Note~~the 10three ~~for~~months aended ~~discussion~~March 31, of2024 and 2023, the ~~Fourth~~maximum ~~Amendment~~outstanding ~~(as~~borrowings ~~defined~~at inany ~~Note~~time ~~10)~~were approximately $1,055 million and $315 million, respectively, the average daily balances were approximately $834 million and $262 million, respectively, and the weighted average annual interest rates were approximately 8.3% and 7.5%, respectively. For the three months ended March 31, 2024 and 2023, commitment fees of $0.7 million and $2.1 million, respectively, were paid to maintain credit availability under the Amended EQM Credit Facility. As of March 31, 2024, no term loans were outstanding under the Amended EQM Credit Facility.

~~Eureka~~The ~~Credit~~Amended EQM Facility. Oncontains ~~May~~negative ~~13,~~covenants ~~2021~~that, ~~Eureka~~among ~~Midstream,~~other ~~LLC (Eureka) entered into a $400 million senior secured revolving credit facility with Sumitomo Mitsui Banking Corporation~~things, aslimit ~~administrative~~restricted ~~agent~~payments, the ~~lenders~~incurrence ~~party~~of ~~thereto~~debt, ~~from~~dispositions, ~~time~~mergers ~~to time~~ and ~~any~~ other ~~persons~~fundamental ~~party~~changes, ~~thereto~~and ~~from~~transactions ~~time~~with toaffiliates, ~~time~~in ~~(the~~each ~~2021~~case ~~Eureka~~and ~~Credit~~as ~~Facility). On March 29~~applicable, ~~2023,~~subject ~~Eureka~~to ~~entered~~certain ~~into~~specified anexceptions. ~~amendment~~In ~~(the~~addition, ~~First Eureka Amendment) to~~ the ~~2021~~Amended ~~Eureka~~EQM Credit Facility. ~~The~~contains ~~First~~certain ~~Eureka~~specified ~~Amendment~~events ~~replaced~~of ~~the~~default ~~London~~such ~~Interbank Offered Rate with the Secured Overnight Financing Rate~~ as ~~the benchmark rate for borrowings~~insolvency, ~~including~~nonpayment ~~a credit spread adjustment~~ of ~~0.10%~~scheduled ~~for~~principal ~~all~~or ~~applicable~~ interest ~~periods~~obligations, aschange ~~well~~of ascontrol ~~for~~and ~~daily~~cross-default ~~swing~~related ~~line borrowings. Any reference~~ to the ~~2021~~acceleration ~~Eureka~~or ~~Credit~~default ~~Facility as~~ of ~~any~~certain ~~particular~~other ~~date~~financial ~~shall mean the 2021 Eureka Credit Facility as in effect on such date~~obligations.

AsEureka ofCredit ~~September 30,~~Facility. ~~2023,~~Eureka ~~and~~has ~~December~~a $400 ~~31,~~million ~~2022,~~senior ~~Eureka~~secured ~~had~~revolving ~~approximately~~credit ~~$315~~facility ~~million~~with ~~and~~Sumitomo ~~$295~~Mitsui ~~million,~~Banking ~~respectively~~Corporation, ofas ~~borrowings~~administrative ~~outstanding~~agent, ~~under~~ the ~~2021~~lenders ~~Eureka~~party ~~Credit~~thereto ~~Facility.~~from ~~For~~time ~~the~~to ~~three~~time and ~~nine~~any ~~months~~other ~~ended~~persons ~~September 30,~~party ~~2023,~~thereto from time to time (the 2021 Eureka Credit Facility) that matures in November 2025.

16As of March 31, 2024, and December 31, 2023, Eureka had $330 million and $315 million, respectively, of borrowings outstanding under the 2021 Eureka Credit Facility. For the three months ended March 31, 2024 and 2023, the maximum amount of outstanding borrowings under the 2021 Eureka Credit Facility at any time were approximately $330 million and $303 million, respectively, the average daily balances were approximately $323 million and $299 million, respectively, and Eureka incurred interest at weighted average annual interest rates of approximately 8.3% and 7.1%, respectively. For the three months ended March 31, 2024 and 2023, commitment fees of $0.1 million and $0.1 million, respectively, were paid to maintain credit availability under the 2021 Eureka Credit Facility.

The 2021 Eureka Credit Facility contains negative covenants that, among other things, limit restricted payments, the incurrence of debt, dispositions, mergers and other fundamental changes, and transactions with affiliates, in each case and as applicable, subject to certain specified exceptions. In addition, the 2021 Eureka Credit Facility contains certain specified events of default such as insolvency, nonpayment of scheduled principal or interest obligations, loss and failure to replace certain material contracts, change of control and cross-default related to the acceleration or default of certain other financial obligations.

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

The 2024 Senior Notes were issued under and are governed by an indenture, dated February 26, 2024 (the 2024 Indenture), between EQM and U.S. Bank Trust Company, National Association, as trustee (the Trustee). The 2024 Indenture contains

Table of Contents

~~maximum~~covenants ~~amount~~that oflimit ~~outstanding~~EQM’s ~~borrowings~~ability ~~under the 2021 Eureka Credit Facility at any time were approximately $315 million~~to, ~~the~~among ~~average~~other ~~daily balances were approximately $315 million and $307 million~~things, ~~respectively,~~incur ~~and~~certain ~~Eureka~~liens ~~incurred~~securing ~~interest at weighted average annual interest rates of approximately 8.0% and 7.6%~~indebtedness, ~~respectively.~~engage ~~For~~in ~~the~~certain ~~three~~sale and ~~nine~~leaseback ~~months ended September 30~~transactions, ~~2023,~~and ~~commitment~~enter ~~fees~~into ofcertain ~~$0.1 million and $0.3 million~~consolidations, ~~respectively~~mergers, ~~were paid to maintain credit availability under the 2021 Eureka Credit Facility. For the three and nine months ended September 30~~conveyances, ~~2022,~~transfers ~~the~~or ~~maximum~~leases ~~amount~~ of ~~outstanding~~all ~~borrowings~~or ~~under~~substantially ~~the~~all ~~2021~~of ~~Eureka~~EQM’s ~~Credit~~assets. ~~Facility~~The at2024 ~~any~~Senior ~~time~~Notes ~~was~~will ~~approximately~~mature ~~$295 million,~~on ~~the~~April ~~average daily balances were approximately $290 million and $296 million~~1, ~~respectively,~~2029 and ~~Eureka incurred~~ interest aton ~~weighted~~the ~~average~~2024 ~~annual~~Senior ~~interest~~Notes ~~rates~~is ofpayable ~~approximately~~semi-annually ~~4.8%~~in ~~and~~arrears ~~4.3%,~~on ~~respectively.~~April ~~For~~1 ~~the three~~ and ~~nine~~October ~~months~~1 ~~ended~~of ~~September~~each 30year, ~~2022,~~commencing ~~commitment~~on ~~fees~~October ~~of $0.~~1 ~~million and $0.4 million~~, ~~respectively, were paid to maintain credit availability under the 2021 Eureka Credit Facility~~2024.

~~See~~The ~~Note~~2024 10Senior ~~for~~Notes aare ~~discussion~~unsecured and rank equally in right of ~~the~~payment ~~Second~~with ~~Eureka~~all ~~Amendment~~of ~~(as~~EQM’s ~~defined~~existing and future senior indebtedness. The 2024 Senior Notes are senior in ~~Note~~right ~~10)~~of payment to any of EQM’s future indebtedness that are, by their terms, expressly subordinated in right of payment to the ~~2021~~2024 ~~Eureka~~Senior ~~Credit~~Notes. ~~Facility~~The 2024 Senior Notes are effectively subordinated to EQM’s future secured indebtedness, if any, to the extent of the value of the assets securing such indebtedness, and structurally subordinated to all existing and future obligations, including trade payables, of EQM’s subsidiaries, other than any subsidiaries that may guarantee the Notes in the future.

~~2023~~EQM ~~Senior Notes Redemption. On June 21~~may, ~~2023~~at ~~(the Redemption Date), EQM redeemed in full~~ its ~~remaining outstanding 4.75% Senior Notes due 2023 (the 2023 Notes) in the aggregate principal amount of $98.9 million~~option, ~~pursuant~~redeem ~~the~~some ~~Indenture,~~or ~~dated~~all as of ~~August 1, 2014, by and between EQM,~~ the ~~subsidiary~~2024 ~~guarantors~~Senior ~~party thereto and The Bank of New York Mellon Trust Company~~Notes, ~~N.A.~~in ~~(BNYMTC),~~whole asor ~~trustee,~~in ~~as supplemented by that certain Third Supplemental Indenture~~part, ~~dated as of June 25, 2018, by and between the EQM and BNYMTC,~~ at aany ~~redemption~~time ~~price~~prior ~~equal~~ to ~~100%~~their ofmaturity ~~the~~at ~~principal amount of~~ the ~~2023~~applicable ~~Notes, plus accrued and unpaid interest to, but not including, the Redemption Date. Upon the~~ redemption byprice ~~EQM~~as ofset ~~the~~forth ~~2023~~in ~~Notes,~~ the ~~Third Supplemental~~ Indenture ~~was discharged and ceased to be of further effect except as to rights thereunder~~. ~~EQM utilized cash on hand to effect payment of the redemption on the Redemption Date.~~

~~2022~~Upon ~~Senior~~the ~~Notes.~~occurrence Onof ~~June~~a 7,Change ~~2022,~~of ~~EQM~~Control ~~completed~~Triggering aEvent ~~private~~(as ~~offering~~defined ofin ~~$500 million~~the ~~aggregate~~2024 ~~principal~~Indenture), ~~amount~~EQM ofmay ~~new~~be ~~7.50%~~required ~~senior~~to ~~notes~~offer ~~due~~to ~~2027~~purchase (the ~~2027~~2024 Senior Notes) ~~and~~at ~~$500 million~~a purchase price equal to 101% of the aggregate principal amount of ~~new~~the ~~7.50%~~2024 ~~senior~~Senior ~~notes~~Notes ~~due~~repurchased, ~~2030~~plus ~~(the~~accrued ~~2030~~and ~~Notes~~unpaid ~~and~~interest, ~~together~~if ~~with~~any, on the ~~2027~~2024 Senior Notes repurchased, ~~the~~to, ~~2022~~but ~~Senior~~excluding, ~~Notes)~~the ~~and~~date ~~received~~of ~~net~~settlement, ~~proceeds~~subject ~~from~~to the ~~offering~~right of ~~approximately~~holders ~~$984.5 million~~of ~~inclusive~~record ofon athe ~~discount~~relevant ofrecord ~~approximately~~date ~~$12.5 million~~to ~~and~~receive ~~debt~~interest ~~issuance~~due ~~costs~~on ofan ~~approximately~~interest ~~$3.0 million.~~payment date that is on or prior to the date of settlement.

~~EQM~~The ~~used~~2024 Indenture contains certain events of default (each an Event of Default), including the ~~net~~following: ~~proceeds~~(1) ~~from~~default in the ~~offering~~payment of ~~the~~interest ~~2022~~on such 2024 Senior Notes ~~and~~when ~~cash~~due onthat ~~hand~~continues tofor ~~purchase~~30 days; (i2) andefault ~~aggregate~~in ~~principal~~the ~~amount~~payment of ~~approximately~~principal ~~$501.1 million~~ of ~~its~~or ~~then~~premium, ~~outstanding~~if ~~2023~~any, on any such 2024 Senior Notes ~~pursuant~~when todue, awhether ~~tender~~at ~~offer~~its ~~for~~stated maturity, upon redemption or otherwise; (3) failure by EQM or any ~~and~~subsidiary ~~all~~guarantor, ofif ~~the~~any, ~~outstanding~~to ~~2023~~comply ~~Notes~~for (90 days with the ~~Any~~other ~~and~~agreements ~~All~~with ~~Tender~~respect ~~Offer)~~to ~~and~~such an2024 ~~open~~Senior ~~market~~Notes ~~purchase~~contained ~~following~~in the ~~expiration~~2024 ofIndenture after written notice by the ~~Any~~Trustee ~~and~~or ~~All~~by ~~Tender~~the ~~Offer,~~holders ~~and~~of ~~(ii)~~at anleast ~~aggregate~~25% in principal amount of ~~$300 million~~the outstanding 2024 Senior Notes; (4) certain events of ~~its~~bankruptcy, ~~outstanding~~insolvency ~~6.00%~~or ~~notes~~reorganization ~~due~~of ~~2025~~EQM ~~(2025~~or ~~Notes)~~any subsidiary guarantor, ~~and~~if anany, ~~aggregate~~that ~~principal~~is ~~amount~~one of ~~$200 million~~EQM’s ofSignificant ~~its~~Subsidiaries ~~outstanding~~(as ~~4.00%~~defined ~~notes~~in ~~due~~the 2024 ~~(2024~~Indenture); ~~Notes~~and (5), ~~pursuant~~if tosuch ~~tender~~2024 ~~offers~~Senior ~~(the~~Notes ~~Maximum~~are ~~Tender~~guaranteed ~~Offers,~~by ~~together~~a ~~with~~subsidiary ~~the~~guarantor ~~Any~~that ~~and~~is ~~All~~one ~~Tender~~of ~~Offer~~EQM’s Significant Subsidiaries, (a) the ~~2022~~guarantee ~~Tender~~of ~~Offers)~~that ~~for~~subsidiary ~~the~~guarantor ~~2025~~ceases ~~Notes~~to ~~and~~be ~~2024~~in ~~Notes~~full force and effect, ~~which~~except ~~such~~as ~~Maximum~~otherwise ~~Tender~~provided ~~Offers~~in ~~reflected~~the a2024 ~~maximum~~Indenture; ~~aggregate~~(b) ~~principal~~the ~~amount~~guarantee of ~~2025~~that ~~Notes~~subsidiary ~~and~~guarantor ~~2024~~is ~~Notes~~declared tonull beand ~~purchased~~void ofin ~~$500 million~~a judicial proceeding; or (c) such ~~amount,~~subsidiary guarantor denies or disaffirms its obligations under the ~~Aggregate~~2024 ~~Maximum~~Indenture ~~Principal~~or ~~Amount)~~its guarantee.

~~2022~~If ~~Tender~~an ~~Offers.~~Event Onof ~~June~~Default 6,occurs ~~2022, the Any~~ and ~~All~~is ~~Tender Offer expired and~~continuing, onthe ~~June~~Trustee 7,or ~~2022~~the ~~and~~holders ~~June~~of 9,at ~~2022,~~least ~~EQM~~25% ~~purchased~~in an aggregate principal amount of ~~approximately~~the ~~$496.8 million~~outstanding of2024 ~~2023~~Senior Notes atmay andeclare ~~aggregate~~the ~~cost~~principal of ~~approximately~~and ~~$506.7 million~~all ~~pursuant~~accrued ~~to the Any~~ and ~~All~~unpaid ~~Tender~~interest ~~Offer.~~on Onsuch ~~June~~2024 ~~10,~~Senior ~~2022,~~Notes ~~which~~to ~~was~~be ~~after~~immediately ~~the~~due ~~closing of the Any~~ and ~~All~~payable. ~~Tender~~If ~~Offer, EQM also repurchased~~ an ~~aggregate~~Event ~~principal amount~~ of ~~approximately~~Default ~~$4.3 million~~relating ofto ~~2023~~certain ~~Notes~~events ~~in the open market at an aggregate cost~~ of ~~approximately $4.4 million. On June 13~~bankruptcy, ~~2022,~~insolvency ~~which~~or ~~was~~reorganization ~~the early tender deadline for the Maximum Tender Offers~~occurs, the ~~Aggregate~~principal ~~Maximum~~of ~~Principal~~and ~~Amount~~interest ~~was~~on ~~fully subscribed by~~ the 2024 ~~Notes~~Senior ~~and 2025~~ Notes ~~then~~will ~~tendered,~~become ~~and,~~immediately ondue ~~June 14, 2022, EQM purchased an aggregate principal amount of $200 million of 2024 Notes~~ and ~~$300 million~~payable ofwithout ~~2025~~any ~~Notes~~action aton anthe ~~aggregate~~part ~~cost~~ of ~~approximately $509 million (inclusive of~~ the ~~applicable~~Trustee ~~early~~or ~~tender~~any ~~premium~~holders ~~for~~of the 2024 ~~Notes~~Senior ~~and 2025~~ Notes ~~described in that certain Offer to Purchase of EQM dated May 31, 2022, as amended)~~.

~~During~~As ~~the nine months ended September 30, 2022, the Company incurred a loss on extinguishment~~ of ~~debt of approximately $24.9~~March ~~million related to the payment of the 2022 Tender Offers and open market repurchase premiums and fees~~31, ~~and write off of the respective unamortized discounts and financing costs associated with the purchase of portions of 2023~~2024, ~~2024~~EQM and ~~2025~~Eureka ~~Notes~~were in ~~the~~compliance ~~2022~~with ~~Tender~~all ~~Offers. This amount is included in the loss on extinguishment of~~ debt ~~line~~provisions onand ~~the statements of consolidated comprehensive income~~covenants.

As of September 30, 2023, EQM and Eureka were in compliance with all debt provisions and covenants.

7. Fair Value Measurements

Assets Measured at Fair Value on a Recurring Basis. The Company records derivative instruments at fair value on a gross basis in its consolidated balance sheets. The EQT Global GGA provides for potential cash bonus payments payable by EQT to the Company during the period beginning on the first day of the calendar quarter in which the MVP ~~full~~long-term firm capacity obligations commence through the calendar quarter ending December 31, 2024 (the Henry Hub cash bonus payment provision). The potential cash bonus payments are conditioned upon the quarterly average of certain Henry Hub natural gas prices exceeding certain price thresholds. The Henry Hub cash bonus payment provision is accounted for as a derivative instrument and recorded at its estimated fair value using a Monte Carlo simulation model. Significant inputs used in~~-service~~ the fair value measurement include NYMEX Henry Hub natural gas futures prices as of the date ~~occurs~~of valuation, probability-weighted assumptions regarding MVP project completion, risk-free interest rates based on U.S. Treasury rates, expected volatility of NYMEX Henry Hub natural gas futures prices and an estimated credit spread of EQT. The probability-weighted assumptions regarding MVP project completion utilizing internally developed methodologies, and the expected volatility of NYMEX Henry Hub natural gas futures prices, used in the valuation methodology represent significant unobservable inputs causing the Henry Hub cash bonus payment provision to be designated as a Level 3 fair value measurement. An expected average volatility of approximately 45.0% was utilized in the valuation model, which is based on market-quoted volatilities of relevant NYMEX Henry Hub natural gas forward prices.

17As of March 31, 2024 and December 31, 2023, the fair values of the Henry Hub cash bonus payment provision were $19.8 million and $24.5 million, respectively, which were recorded in other current assets on the Company's consolidated balance

through the calendar quarter ending December 31, 2024 (the Henry Hub cash bonus payment provision). The potential cash bonus payments are conditioned upon the quarterly average of certain Henry Hub natural gas prices exceeding certain price thresholds. The Henry Hub cash bonus payment provision is accounted for as a derivative instrument and recorded at its estimated fair value using a Monte Carlo simulation model. Significant inputs used in the fair value measurement include NYMEX Henry Hub natural gas futures prices as of the date of valuation, probability-weighted assumptions regarding MVP project completion, risk-free interest rates based on U.S. Treasury rates, expected volatility of NYMEX Henry Hub natural gas futures prices and an estimated credit spread of EQT. The probability-weighted assumptions regarding MVP project completion utilizing internally developed methodologies, and the expected volatility of NYMEX Henry Hub natural gas futures prices, used in the valuation methodology represent significant unobservable inputs causing the Henry Hub cash bonus payment provision to be designated as a Level 3 fair value measurement. An expected average volatility of approximately 50.0% was utilized in the valuation model, which is based on market-quoted volatilities of relevant NYMEX Henry Hub natural gas forward prices. 15

As of September 30, 2023, the fair value of the Henry Hub cash bonus payment provision was $30.4 million, of which $25.3 million was recorded in other current assets and $5.1 million was recorded in other assets on the Company's consolidated balance sheets. ~~As of December 31, 2022, the fair value of the Henry Hub cash bonus payment provision was $23.0 million which was recorded in other assets on the Company's consolidated balance sheets.~~ During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023,~~2024 ~~the Company recognized a loss of $3.4 million~~ and ~~a gain of $7.5 million~~2023, ~~respectively, and during~~ the ~~three and nine months ended September 30, 2022, the~~ Company recognized alosses ~~loss~~ of $04.87 million and ~~a gain of~~ $48.5 million, respectively, representing the change in estimated fair value of the derivative instrument during the respective periods, ~~which~~and ~~in each case~~ are recorded in other (expense) income, net in the Company's statements of consolidated comprehensive income.

Other Financial Instruments. The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short maturity of the instruments. The carrying values of borrowings under the Amended EQM Credit Facility and the 2021 Eureka Credit Facility approximate fair value as the interest rates are based on prevailing market rates. As EQM's borrowings under its senior notes are not actively traded, their fair values are estimated using an income approach model that applies a discount rate based on prevailing market rates for debt with similar remaining time-to-maturity and credit risk; as such, their fair values are Level 2 fair value measurements. As of March 31, 2024 and December 31, 2023, the estimated fair values of EQM's senior notes were approximately $6,901.2 million and $6,334.3 million, respectively, and the carrying values of EQM's senior notes were approximately $6,940.0 million and $6,346.4 million, respectively. The fair value of the preferred interest that the Company has in EQT Energy Supply, LLC (EES), a subsidiary of EQT (the Preferred Interest) is a Level 3 fair value measurement and is estimated using an income approach model that applies a market-based discount rate. As of ~~September~~March 3031, ~~2023~~2024, and December 31, ~~2022~~2023, the estimated fair values of the Preferred Interest were approximately $88.52 million and $9590.27 million, respectively, and the carrying values of the Preferred Interest were approximately $9087.0 million and $9488.35 million, respectively. ~~As of September 30, 2023, the carrying value of the Preferred Interest exceeded its estimated fair value, which was considered temporary and not material.~~

8. Earnings Per Share

The Company excluded 130,~~033~~018 (in thousands) of weighted average anti-dilutive securities related to ~~stock-based~~the ~~compensation~~Equitrans ~~awards~~Midstream Preferred Shares from the computation of diluted weighted average common shares outstanding for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024. The Company excluded ~~844~~30,136 ~~and 782~~ (in thousands) of weighted average anti-dilutive securities related to the Equitrans Midstream Preferred Shares and stock-based compensation awards from the computation of diluted weighted average common shares outstanding for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022, respectively~~2023. ~~The Equitrans Midstream Preferred Shares were anti-dilutive to the computation of diluted weighted average common shares outstanding for all periods presented.~~

The Company grants Equitrans Midstream phantom units to non-employee directors that will be paid in Equitrans Midstream common stock upon the director's termination of service from the Company's Board of Directors. As there are no remaining service, performance or market conditions related to these awards, ~~819~~840 and ~~723~~603 (in thousands) Equitrans Midstream phantom units were included in the computation of basic and diluted weighted average common shares outstanding for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023,~~2024 ~~respectively,~~ and 567 and 599 (in thousands) Equitrans Midstream phantom units were included in the computation of basic and diluted weighted average common shares outstanding for the three and nine months ended September 302023, ~~2022,~~ respectively.

9. Income Taxes

The Company's effective tax rate was (914.2)8% for the three months ended ~~September~~March 3031, ~~2023~~2024 compared to ~~0.1% for the three months ended September 30, 2022. The Company's effective tax rate was~~ (43.97)% for the ~~nine~~three months ended ~~September~~March 3031, 2023 ~~compared to (2~~.~~4)%~~ ~~for the nine months ended September 30, 2022.~~ The Company calculates the provision for income taxes for interim periods by applying an estimate of the annual effective tax rate for the full fiscal year to "ordinary" income or loss (income (loss) before income taxes excluding unusual or infrequently occurring items) for the periods. The effective tax rate was ~~lower~~higher for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023~~2024 compared to the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022~~2023 ~~and~~primarily ~~lower~~due ~~compared~~ to the ~~statutory~~impact ~~rate~~of ~~for~~changes in the ~~three~~valuation ~~and~~allowance ~~nine~~that ~~months~~limit ~~ended~~tax ~~September~~benefits ~~30,~~for ~~2023 primarily due to~~ the ~~impact~~Company's offederal ~~projected~~and ~~AFUDC~~state –deferred ~~equity~~tax onassets ~~the MVP project~~ and the impact of ~~changes~~projected inAFUDC ~~the~~- ~~valuation~~equity ~~allowance~~from ~~that~~the MVP project.

18For the three months ended March 31, 2024, the Company believes that it is more likely than not that a portion of the benefit from the deferred tax assets related to interest disallowance carryforward under Internal Revenue Code Section 163(j) will not be realized and accordingly, the Company maintains a valuation allowance. For the three months ended March 31, 2024, the Company recorded approximately $10.4 million in income tax benefit related to changes in valuation allowances because of increases in federal and state deferred tax liabilities that are expected to be realized against net operating losses and a portion of the interest disallowance carryforward. As of March 31, 2024 and December 31, 2023, the valuation allowances related to federal and state deferred tax assets were approximately $46.4 million and $56.8 million, respectively.

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limit tax benefits for the Company’s federal and state deferred tax assets. The effective tax rate for the three and nine months ended September 30, 2022 was lower than the statutory rate due to the increase in the valuation allowances that limit tax benefits for the Company’s federal and state deferred tax assets, primarily due to the impairment of the Company's equity method investment in the MVP Joint Venture and its impact on the loss before income taxes.

For the nine months ended September 30, 2023, the Company recorded unrecognized tax benefits and interest of $1.2 million. During the three months ended September 30, 2023, unrecognized tax benefits and interest decreased by approximately $1.0 million due to the expiration of statutes of limitation, which impacted the effective tax rate. Interest on unrecognized tax benefits was $0.2 million for the nine months ended September 30, 2023, which was recorded as a component of income tax expense.

For the nine months ended September 30, 2023, the Company believes that it is more likely than not that the benefit from a portion of its federal and state net operating loss (NOL) carryforwards, deferred tax assets related to interest disallowance under Internal Revenue Code Section 163(j), and certain state deferred tax assets, net of offsetting deferred tax liabilities, will not be realized and accordingly, the Company maintains related valuation allowances. For the nine months ended September 30, 2023, the Company recorded approximately $68.3 million income tax benefit related to changes in valuation allowances because of decreases in federal and state deferred tax assets. As of September 30, 2023 and December 31, 2022, the valuation allowances related to federal and state deferred tax assets were approximately $88.4 million and $156.7 million, respectively.

10. Subsequent Events

On October 5, 2023, Eureka entered into an amendment (the Second Eureka Amendment) to the 2021 Eureka Credit Facility. The Second Eureka Amendment extended the stated maturity date of the 2021 Eureka Credit Facility, with such extension only applicable for the lenders approving the Second Eureka Amendment, from November 13, 2024 to November 13, 2025.

On October 6, 2023 (the Fourth Amendment Date), EQM entered into an amendment (the Fourth Amendment) to the Amended EQM Credit Facility. The Fourth Amendment extended the stated maturity date of the Amended EQM Credit Facility with such extension only applicable for the lenders approving the Fourth Amendment, from April 30, 2025 to April 30, 2026. After giving effect to such extension contemplated by the Fourth Amendment, EQM has aggregate commitments available under the Amended EQM Credit Facility of approximately $2.16 billion before October 31, 2023, approximately $1.55 billion in aggregate commitments available on and after October 31, 2023 and prior to April 30, 2025, and approximately $1.45 billion in aggregate commitments available on and after April 30, 2025 and prior to April 30, 2026.

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EQUITRANS MIDSTREAM CORPORATION

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of financial condition and results of operations in conjunction with the consolidated financial statements, and the notes thereto, included elsewhere in this report.

Cautionary Statements

Disclosures in this Quarterly Report on Form 10-Q contain certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), and Section 27A of the Securities Act of 1933, as amended (the Securities Act). Statements that do not relate strictly to historical or current facts are forward-looking and usually identified by the use of words such as “aim,” “anticipate,” “approximate,” “aspire,” “assume,” “believe,” “budget,” “cause,” “continue,” “could,” “depend,” develop,” “design,” “estimate,” “expect,” “focused,” “forecast,” “goal,” “guidance,” “impact,” “implement,” “increase,” “intend,” “lead,” “maintain,” “may,” “might,” “objective,” “opportunity,” “outlook,” “plan,” “position,” “possible,” “potential,” “predict,” “project,” “pursue,” “reduce,” “remain,” “result,” “scheduled,” “seek,” “should,” “strategy,” “strive,” “target,” “view,” “will,” or “would” and other similar words. The absence of ~~similar~~such ~~meaning~~words inor ~~connection~~expressions ~~with~~does ~~any~~not ~~discussion~~necessarily ofmean ~~future~~the ~~operating~~statements orare ~~financial~~not ~~matters~~forward-looking. 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 Corporation (together with its subsidiaries, Equitrans Midstream or the Company), including the following and/or statements with respect thereto, as applicable:

•~~guidance~~statements ~~and~~regarding ~~any~~(i) ~~changes~~the inproposed ~~such~~EQT ~~guidance~~Transaction, inincluding ~~respect~~the ofability ~~the~~to ~~Company’s~~consummate ~~gathering,~~the ~~transmission~~Mergers ~~and~~in ~~storage~~the ~~and~~expected ~~water~~time ~~services~~frame ~~revenue~~or ~~and~~at ~~volume~~all, including due to the ~~anticipated~~inability ~~effects~~to ~~associated~~obtain ~~with~~all approvals necessary or the ~~EQT~~failure ~~Global~~of ~~GGA~~closing conditions and ~~related~~(ii) ~~documents~~anticipated ~~entered~~or ~~into~~perceived ~~with~~benefits of the proposed EQT Transaction, including any synergies;

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

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

•the ultimate gathering MVC fee relief, and timing thereof, provided to EQT under the EQT Global GGA and related agreements, and timing of commencement of step ups in MVC thereunder;

•the Company's ability to de-lever and timing and means thereof;

•the ultimate financial, business, reputational and/or operational impacts resulting, directly or indirectly, from the Rager Mountain natural gas storage field incident;

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

•infrastructure programs (including the targeted or ultimate timing, cost, capacity and sources of funding with respect to gathering, transmission and storage and water projects);

•the cost to construct or restore right-of-way for, capacity of, shippers for, timing and durability of regulatory approvals and concluding litigation, final design (including project scope, expansions, extensions or refinements and capital related thereto), ability and timing to contract additional capacity on, mitigate emissions from, targeted in-service dates of, and completion (including potential timing of such completion) of current, planned or in-service projects or assets, in each case as applicable;

•the effect of the Fiscal Responsibility Act of 2023 on the MVP Joint Venture's ability to complete the MVP project;

•the ability to ~~achieve~~construct, ~~and~~complete ~~targeted timing for achieving, completion of the MVP project, risks related thereto, the realizability of the MVP performance award program,~~ and ~~the~~place ~~degree to which, if at all, the MVP PSU Amendment (as defined~~ in ~~Note~~service ~~5) fosters~~ the ~~Company completing the~~ MVP project ~~safely and in compliance with environmental standards~~;

•the targeted ~~total MVP project cost and schedule, including the~~ timing ~~for contractual obligations to commence,~~ and ~~the~~cost ~~ability to continue construction in the winter, potential receipt~~ of ~~in-service authorization~~completing, ~~and~~ the ~~realizability~~MVP ofproject ~~the~~(and ~~perceived~~risks ~~benefits~~related ~~of the MVP project~~thereto);

•the ~~realizability~~targeted oftotal ~~all~~MVP orproject ~~any~~cost ~~portion~~and ofschedule, including the ~~Henry~~timing ~~Hub~~for ~~cash~~contractual ~~bonus~~obligations ~~payment~~to ~~provision~~commence, and the ability to continue construction, potential receipt of in-service authorization, and the ~~EQT~~realizability ~~Global~~of ~~GGA;~~the perceived benefits of the MVP project;

2017

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

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

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

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

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

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

•the impact of changes in assumptions and estimates relating to the potential completion and full in-service timing of the MVP project (as well as changes in such timing) on, among other things, the fair value of the Henry Hub cash bonus payment provision of the EQT Global GGA, gathering rates, the amount of gathering MVC fee relief and the estimated transaction price allocated to the Company's remaining performance obligations under certain contracts with firm reservation fees and MVCs;

•the Company's ability to identify and complete opportunities to optimize its existing asset base and/or expansion projects in the Company's operating areas and in areas that would provide access to new markets;

•the Company's ability to bring, and targeted timing for bringing, in-service ~~the~~extensions ~~backbone~~and expansions of its mixed-use water system ~~(and expansions thereto)~~, and realize benefits therefrom in accordance with its strategy for its water services business segment;

• 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, accretion and other benefits associated with transactions, including through increased scale;

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

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

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

• the potential for, timing, amount and effect of future issuances or repurchases of the Company's securities;

• the effects of conversion, if at all, of the Equitrans Midstream Preferred Shares (as defined herein) or timing for any redemption thereof;

• the effects of seasonality;

• expected cash flows, cash flow profile (and support therefor from certain contract structures) and MVCs, including those associated with the EQT Global GGA, and the potential impacts thereon of the commission and in-service timing (or absence thereof) and cost of the MVP project;

• projected capital contributions and capital and operating expenditures (which may be adjusted by management of the combined company should the EQT Transaction close), including the amount and timing of reimbursable capital expenditures, capital budget and sources of funds for capital expenditures;

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

• future dividend amounts, timing and rates;

~~• statements regarding macroeconomic factors' effects on the Company's business, including future commodity prices and takeaway capacity constraints in the Appalachian Basin;~~18

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

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

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

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

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

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

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

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

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

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• the Company's ability to achieve anticipated benefits associated with the execution of the EQT Global GGA and other commercial agreements;

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

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

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

• future tax rates, status and position.

The forward-looking statements included in this Quarterly Report on Form 10-Q involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The Company has based these forward-looking statements on management's current expectations and assumptions about future events. While the Company considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory, judicial, construction and other risks and uncertainties, many of which are difficult to predict and are beyond the Company's control, including, as it pertains to the MVP project and its total cost and timing, risks and uncertainties such as the physical construction and restoration conditions, including steep slopes and any further unexpected geological impediments, equipment issues, weather which could affect forward construction and restoration, including the amount and severity of pipeline slips, testing, commissioning, continued crew availability, ~~and~~ability to meet workforce draw down plans, productivity ~~realizable~~ultimately inrealized, assumptions related to, and the ~~winter~~realizability ~~season~~of, bids provided or to be provided and/or claims which could be made by or against contractors, including relating to materials or subcontractors, project opposition, and the receipt of ~~certain~~any ~~time~~necessary approvals, including in-service authorization. Further, the commencement of ~~year~~MVP and ~~other~~MVP-related ~~variances~~long-term firm capacity contractual obligations, and ~~approvals~~certain MVC step ups, more significant gathering MVC fee declines and potential ~~winter~~Henry ~~weather~~Hub cash bonus payments under the EQT Global GGA, are dependent on MVP authorization from the FERC and ability to commence service and also the terms of the applicable contracts governing the timing of such commencement, which generally provide that such firm capacity obligations commence on the first day of the month immediately following the date MVP is authorized and able to provide the applicable service level and in the case of the EQT Global GGA begin on the first day of the calendar quarter in which such MVP long-term firm capacity obligations commence. The risks and uncertainties that may affect the operations, performance and results of the Company's business and forward-looking statements include, but are not limited to, those set forth under Part I, "Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023, as updated by this Quarterly Report on Form 10-Q, as applicable.

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

~~Executive Overview~~19

Net income (loss) attributable to Equitrans Midstream common shareholders was $112.8 million, $0.26 per diluted share, for the three months ended September 30, 2023 compared to $(520.5) million, $(1.20) per diluted share, for the three months ended September 30, 2022. The increase resulted primarily from an impairment of the Company's equity method investment in the MVP Joint Venture incurred during the three months ended September 30, 2022, higher equity income and higher income tax benefit, partially offset by higher operating expenses.

Net income (loss) attributable to Equitrans Midstream common shareholders was $252.5 million, $0.58 per diluted share, for the nine months ended September 30, 2023 compared to $(393.8) million, $(0.91) per diluted share, for the nine months ended September 30, 2022. The increase resulted primarily from an impairment of the Company's equity method investment in the MVP Joint Venture incurred during the nine months ended September 30, 2022, higher equity income, higher operating revenues, a loss on extinguishment of debt incurred during the nine months ended September 30, 2022 and higher income tax benefit, partially offset by higher operating expenses and higher interest expense.

In the course of its 2022 year-end process, the Company identified certain corrections in its previously issued unaudited interim consolidated financial statements primarily related to the accounting for the Henry Hub cash bonus payment provision. The Company determined that the related impact was not material and has revised its previously issued unaudited interim consolidated financial statements for the affected prior periods. See Note 1 for additional information.

In September 2023, the Company announced that, effective January 1, 2024, Mr. Thomas F. Karam will step down as Chief Executive Officer (CEO) of the Company and Diana M. Charletta, currently the Company’s President and Chief Operating Officer, will succeed Mr. Karam as CEO. Mr. Karam will remain with the Company as Executive Chairman. Also in September 2023, Mr. Karam was awarded and paid a $7.5 million bonus (Bonus) in express recognition of Mr. Karam’s relentless efforts towards navigating legal and regulatory setbacks to the MVP project, including, specifically, building consensus over a substantial period of time regarding the importance of the MVP project to the nation’s energy security and reliability with a variety of stakeholders, particularly with members of the United States Congress and the Biden Administration, which was

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~~reflected~~Executive ~~in the historic inclusion of provisions mandating the completion of the MVP project in the Fiscal Responsibility Act of 2023.~~ Overview

Net income attributable to Equitrans Midstream common shareholders was $94.4 million, $0.21 per diluted share, for the three months ended March 31, 2024 compared to $87.1 million, $0.20 per diluted share, for the three months ended March 31, 2023. The increase resulted primarily from higher equity income, partially offset by higher income tax expense, higher operating expenses, higher net interest expense and lower operating revenues.

On March 10, 2024, we entered into a definitive agreement to be acquired by EQT. The Company recorded approximately $5.7 million in expenses related to the EQT Transaction during the three months ended March 31, 2024 primarily related to advisor, legal and other transaction-related fees. See also “Proposed Acquisition by EQT Corporation” under “Outlook” below and “We are expected to incur significant transaction costs in connection with the EQT Transaction, which may be in excess of those anticipated by us.” included in Part II, “Item 1A. Risk Factors” of this Quarterly Report on Form 10-Q.

Business Segment Results

Operating segments are revenue-producing components of an enterprise for which separate financial information is produced internally and is subject to evaluation by the chief operating decision maker in deciding how to allocate resources. Headquarters costs consist primarily of transaction costs and other certain unallocated corporate expenses ~~and transaction costs~~, as applicable. Net interest expense, loss on extinguishment of debt, components of other ~~income~~ (expense) income, net and income tax expense (benefit) are managed on a consolidated basis. The Company has presented each segment's operating income ~~(loss)~~, other ~~income~~ (expense) income, net, equity income, impairment of equity method investment and various operational measures, as applicable, in the following sections. Management believes that the presentation of this information is useful to management and investors regarding the financial condition, results of operations and trends and uncertainties of its segments. The Company has reconciled each segment's operating income ~~(loss)~~ to the Company's consolidated operating income ~~(loss)~~ and net income ~~(loss)~~ in Note 23.

Gathering Results of Operations

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

2023

2022

%Change

2023

2022

%Change

2024

2023

%Change

~~(Thousands, except per day amounts)~~

(Thousands, except per day amounts)

FINANCIAL DATA

Firm reservation fee revenues (a)

~~147,137~~

~~144,730~~

~~1.7~~

~~428~~135,~~945~~676

~~415~~140,~~932~~071

(3.1)

Volumetric-based fee revenues (b)

~~72,950~~

~~82,450~~

~~(11.5)~~

~~212~~88,~~088~~964

~~256~~70,~~352~~681

~~(17~~25.3)9

Total operating revenues

~~220,087~~

~~227,180~~

~~(3.1)~~

~~641~~224,~~033~~640

~~672~~210,~~284~~752

(46.6)

Operating expenses:

Operating and maintenance

~~23,799~~

~~27,855~~

~~(14.6)~~

7024,~~331~~760

7121,~~971~~396

(215.3)7

Selling, general and administrative

~~30,365~~

~~21,717~~

~~39.8~~

8828,~~319~~464

6019,~~051~~508

4745.19

Depreciation

~~48,585~~

~~49,125~~

~~(1.1)~~

~~147~~50,~~321~~152

~~145~~49,~~953~~349

01.96

Amortization of intangible assets

~~16,204~~

—

4816,~~614~~205

—

Total operating expenses

~~118,953~~

~~114,901~~

~~3.5~~

~~354~~119,~~585~~581

~~326~~106,~~589~~458

812.63

Operating income

~~101,134~~

~~112,279~~

~~(9.9)~~

~~286~~105,~~448~~059

~~345~~104,~~695~~294

~~(17~~0.1)7

Other (expense) income, net (c)

~~(3,445)~~

~~2,904~~

~~(218.6)~~

7(4,~~477~~672)

(8,~~210~~494)

(845.90)

OPERATIONAL DATA

Gathered volumes (BBtu per day)

Firm capacity (d)

~~5,628~~

~~5,125~~

~~9.8~~

54,~~399~~777

5,~~199~~292

3(9.87)

Volumetric-based services

~~2,356~~

~~2,413~~

~~(2.4)~~

2,~~198~~603

2,~~600~~088

~~(15~~24.5)7

Total gathered volumes

~~7,984~~

~~7,538~~

~~5.9~~

7,~~597~~380

7,~~799~~380

~~(2.6)~~—

Capital expenditures (e)

~~67,551~~

~~73,589~~

~~(8.2)~~

~~199~~54,~~157~~256

~~195~~59,~~925~~713

1(9.61)

(a)For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023,~~2024 ~~firm reservation fee revenues included approximately $1.8 million~~ and ~~$7.5 million~~2023, ~~respectively, of MVC unbilled revenues. For the three and nine months ended September 30, 2022,~~ firm reservation fee revenues included approximately $8.5.9 million and $173.43 million, respectively, of MVC unbilled revenues.

~~(b)For the nine months ended September 30, 2023, volumetric-based fee revenues included a one-time contract buyout by a customer for approximately $5.0 million.~~20

~~(c)Other~~Table ~~(expense) income, net includes the unrealized (loss) gain on derivative instruments associated with the Henry Hub cash bonus payment provision and gain on sale~~ of ~~gathering assets. See Note 7 for further information on the Henry Hub cash bonus payment provision.~~Contents

(b)For the three months ended March 31, 2023, volumetric-based fee revenues included a one-time contract buyout by a customer for approximately $5.0 million.

(c)Other (expense) income, net includes the unrealized loss on derivative instruments associated with the Henry Hub cash bonus payment provision. See Note 7 for further information on the Henry Hub cash bonus payment provision.

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

23(e)Includes approximately $5.0 million and $3.2 million of capital expenditures related to the noncontrolling interest in Eureka Midstream for the three months ended March 31, 2024 and 2023, respectively.

Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023

Gathering operating revenues increased by $13.9 million for the three months ended March 31, 2024 compared to the three months ended March 31, 2023. Volumetric-based fee revenues increased by $18.3 million primarily due to higher gathered volumes that previously were subject to MVC revenues. Firm reservation fee revenues decreased by $4.4 million primarily due to the aforementioned change in volumes caused by the expiration of MVCs under a certain customer contract, partially offset by new customer agreements and higher effective rates. Although not a primary factor affecting first quarter gathering results of operations, first quarter 2024 gathered volumes and revenue were impacted by the negative effect of the approximately one Bcf per day of gross production curtailments announced in March 2024 by EQT, as a substantial portion of such curtailments were realized on the Company's systems beginning in late February 2024.

Gathering operating expenses increased by $13.1 million for the three months ended March 31, 2024 compared to the three months ended March 31, 2023. Selling, general and administrative expenses increased by $9.0 million primarily due to an increase in litigation reserves and higher personnel costs. Operating and maintenance expenses increased by $3.4 million primarily due to higher personnel costs.

See "EQT Global GGA" below in the Quarterly Report on Form 10-Q and Part I, “Item 1. Business” in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 for discussion of the EQT Global GGA, and the transactions related thereto, including periodic gathering MVC fee declines and, additionally, discussion that in connection with MVP full in-service the EQT Global GGA provides for more significant potential gathering MVC fee declines in certain contract years. Firm reservation fee revenues under the Company’s Hammerhead gathering agreement with EQT are expected to contribute to an increase in the Company’s firm reservation fee revenues following achievement of the Hammerhead pipeline full commercial in-service in conjunction with full MVP in-service. However, the percentage of the Company's operating revenues that are generated by firm reservation fees may vary year to year depending on various factors, including customer volumes and the rates realizable under the Company’s contracts, including the EQT Global GGA. See also "Cautionary Statements," and "Commodity Price Risk" in Part I, "Item 3. Quantitative and Qualitative Disclosures About Market Risk" of this Quarterly Report on Form 10-Q for additional information on factors that could affect the Company's operating revenues, including the Company's expectation that EQT will continue to curtail production on the Company's systems through May 2024 and that EQT and/or other producers could curtail production further in 2024.

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Transmission Results of Operations

(e)Includes approximately $3.3 million and $11.5 million of capital expenditures related to the noncontrolling interest in Eureka Midstream for the three and nine months ended September 30, 2023, respectively, and includes approximately $5.9 million and $17.6 million of capital expenditures related to such noncontrolling interest for the three and nine months ended September 30, 2022, respectively.


	Three Months Ended March 31,
		2024		2023		% Change
		(Thousands, except per day amounts)
FINANCIAL DATA
Firm reservation fee revenues		$	100,323	$	101,722	(1.4)



Volumetric-based fee revenues (a)		16,571		37,184		(55.4)
Total operating revenues		116,894		138,906		(15.8)
Operating expenses:
Operating and maintenance		11,753		14,390		(18.3)
Selling, general and administrative		13,676		11,706		16.8
Depreciation		14,383		13,888		3.6
Total operating expenses		39,812		39,984		(0.4)
Operating income		$	77,082	$	98,922	(22.1)

Equity income		$	73,005	$	122	59,740.2


OPERATIONAL DATA
Transmission pipeline throughput (BBtu per day)
Firm capacity (b)		3,370		3,345		0.7
Interruptible capacity		49		3		1,533.3
Total transmission pipeline throughput		3,419		3,348		2.1

Average contracted firm transmission reservation commitments (BBtu per day)		4,157		4,239		(1.9)

Capital expenditures (c)		$	17,704	$	9,189	92.7

~~Three~~(a)For ~~Months~~the ~~Ended~~three ~~September~~months 30ended March 31, 2023, ~~Compared~~volumetric-based tofee ~~Three~~revenues ~~Months~~included ~~Ended~~a ~~September~~one-time ~~30,~~contract ~~2022~~buyout by a customer for approximately $23.8 million.

~~Gathering operating revenues decreased by $7.1 million for the three months ended September 30, 2023 compared to the three months ended September 30, 2022.~~ (b)Firm ~~reservation~~capacity ~~fee~~includes ~~revenues~~volumes ~~increased~~associated bywith ~~$2.4~~firm ~~million due to increased contracted~~ capacity. ~~Volumetric-based~~contracts ~~fee~~including ~~revenues~~volumes ~~decreased~~in byexcess ~~$9.5 million~~of ~~primarily~~firm ~~due to lower effective rates~~capacity.

~~Gathering~~(c)Transmission ~~operating~~capital ~~expenses~~expenditures ~~increased~~do bynot ~~$4.1~~include ~~million~~aggregate ~~for~~capital ~~the~~contributions ~~three~~made ~~months ended September 30, 2023 compared~~ to the ~~three~~MVP ~~months~~Joint ~~ended~~Venture ~~September~~of ~~30,~~approximately ~~2022. Selling, general and administrative expenses increased by~~ $8423.60 million ~~largely due to higher personnel costs primarily attributable to the Bonus. The increase in selling, general~~ and ~~administrative expenses is partially offset by a decrease in operating and maintenance expenses of~~ $434.1 5 million ~~primarily~~for ~~due to lower operating expenses associated with~~ the ~~divestiture~~three ofmonths ~~the~~ended ~~regulated~~March ~~low~~31, ~~pressure~~2024 ~~gathering assets in June 2023~~ and ~~lower repairs and maintenance expense~~2023, ~~partially offset by higher personnel costs~~respectively.

~~Nine~~Three Months Ended ~~September~~March 3031, ~~2023~~2024 Compared to ~~Nine~~Three Months Ended ~~September~~March 3031, ~~2022~~2023

~~Gathering~~Transmission operating revenues decreased by $3122.30 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 compared to the ~~nine~~three months ended ~~September~~March 3031, ~~2022.~~2023 ~~Firm reservation fee revenues increased by $13.0 million~~ primarily ~~due~~as toa ~~$17.1 million~~result of ~~higher~~a ~~firm~~one-time ~~reservation~~contract ~~fees~~buyout ~~associated with the EQT Global GGA due to assumption changes impacting the estimated total consideration in the prior year and increased contracted capacity, partially offset~~ by ~~lower average rates on~~ a ~~certain~~ customer ~~MVC.~~of ~~Volumetric-based~~approximately ~~fee revenues decreased by~~ $4423.3 8 million ~~primarily~~incurred ~~due~~during tothe ~~lower~~three ~~gathered~~months ~~volumes~~ended ~~resulting~~March ~~from~~31, ~~reduced producer activity and lower effective rates~~2023, partially offset by aincreased ~~one-time~~throughput ~~contract buyout by a customer of approximately $5~~volumes.0 ~~million.~~

~~Gathering~~Operating ~~operating~~ expenses ~~increased~~decreased by $~~28.~~0.2 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, compared to the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023. ~~Selling,~~Operating ~~general~~ and ~~administrative~~maintenance ~~expenses~~expense ~~increased~~decreased by $282.36 million primarily due to ~~higher personnel costs primarily attributable to~~ expenses associated with the ~~MVP~~Rager ~~PSU~~Mountain ~~Program~~natural ~~that~~gas ~~included~~storage afield ~~cumulative~~incident ~~catch-up~~incurred in the first quarter of ~~$8.4 million~~2023, ~~since~~partially ~~the~~offset ~~inception~~by ofhigher ~~the~~personnel ~~award~~costs and ~~the~~higher ~~Bonus~~property taxes. ~~Operating~~Selling, general and ~~maintenance~~administrative expenses ~~decreased~~increased by $12.60 million primarily due to ~~lower repairs and maintenance expenses, lower operating expenses associated with the divestiture of the regulated low pressure gathering assets in June 2023, partially offset by~~ higher personnel costs and higher ~~property~~professional ~~taxes.~~service ~~Depreciation~~fees, ~~expense~~partially ~~increased~~offset by ~~$1.4~~lower ~~million~~bad asdebt ~~a result of additional assets placed in-service~~expense.

See ~~"Outlook"~~Part ~~for discussions of the EQT Global GGA~~II, ~~and~~"Item ~~the transactions related thereto, including periodic gathering MVC fees declines even if MVP would not achieve full in-service~~1. ~~Additionally,~~Legal ~~as discussed in~~ Proceedings"~~Outlook,"~~ inof ~~connection~~this ~~with~~Quarterly ~~MVP~~Report ~~full~~on inForm 10-~~service~~Q ~~the EQT Global GGA provides~~ for ~~more~~information ~~significant~~regarding ~~potential~~the ~~gathering~~Rager ~~MVC~~Mountain ~~fees~~natural ~~declines~~gas instorage ~~certain contract years~~incident. ~~Firm~~See ~~reservation~~also, ~~fee~~"We ~~revenues~~have ~~under~~incurred ~~the~~and ~~Company’s~~expect ~~Hammerhead~~to ~~gathering~~incur ~~agreement~~costs ~~with~~and ~~EQT~~expenses ~~are~~as ~~expected~~a toresult ~~contribute~~of toor anarising ~~increase~~ in ~~the~~relation ~~Company’s~~to ~~firm reservation fee revenues following achievement of~~ the ~~Hammerhead~~Rager ~~pipeline~~Mountain ~~full~~natural ~~commercial~~gas ~~in-service~~storage infield ~~conjunction~~incident ~~with full MVP~~ in~~-service.~~ ~~However~~November 2022, ~~the~~which ~~percentage~~has ofincluded ~~the~~and ~~Company's~~may ~~operating~~include ~~revenues~~potential ~~that~~additional ~~are~~regulatory ~~generated~~penalties byor ~~firm~~other ~~reservation~~sanctions, ~~fees~~which ~~may~~could, ~~vary year to year~~ depending on ~~various~~their ~~factors,~~scope ~~including~~and ~~customer~~timing, ~~volumes~~materially ~~and~~adversely ~~the~~affect ~~rates~~our ~~realizable~~business, ~~under~~financial ~~the~~condition, ~~Company’s~~results ~~contracts~~of operations, ~~including~~liquidity ~~the~~and ~~EQT~~ability ~~Global~~to ~~GGA.~~pay ~~See~~dividends ~~also~~to ~~"Commodity~~our ~~Price Risk~~shareholders." included in Part I, "Item 31A. ~~Quantitative and Qualitative Disclosures About Market~~ Risk Factors" ofin ~~this~~the ~~Quarterly~~Company's Annual Report on Form 10-QK for ~~additional information on factors that could affect~~ the ~~Company's~~year ~~operating~~ended ~~revenues. Also~~December 31, ~~see Note 5 for further discussion on the MVP PSU Program~~2023.

2422

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	Three Months Ended September 30,					Nine Months Ended September 30,
	2023		2022		%Change	2023		2022		%Change
	(Thousands, except per day amounts)
FINANCIAL DATA
Firm reservation fee revenues	$	82,508	$	84,584	(2.5)	$	266,477	$	272,129	(2.1)
Volumetric-based fee revenues (a)	16,067		6,973		130.4	63,544		21,301		198.3
Total operating revenues	98,575		91,557		7.7	330,021		293,430		12.5
Operating expenses:
Operating and maintenance	13,559		4,143		227.3	42,305		15,973		164.9
Selling, general and administrative	15,204		9,428		61.3	42,739		26,270		62.7
Depreciation	14,004		13,909		0.7	41,796		41,707		0.2
Total operating expenses	42,767		27,480		55.6	126,840		83,950		51.1
Operating income	$	55,808	$	64,077	(12.9)	$	203,181	$	209,480	(3.0)
Equity income	$	73,810	$	48	153,670.8	$	97,618	$	91	107,172.5
Impairment of equity method investment	$	—	$	(583,057)	100.0	$	—	$	(583,057)	100.0
OPERATIONAL DATA
Transmission pipeline throughput (BBtu per day)
Firm capacity reservation	3,496		3,058		14.3	3,351		3,082		8.7
Volumetric-based services	14		65		(78.5)	15		41		(63.4)
Total transmission pipeline throughput	3,510		3,123		12.4	3,366		3,123		7.8
Average contracted firm transmission reservation commitments (BBtu per day)	3,515		3,748		(6.2)	3,765		4,009		(6.1)
Capital expenditures (b)	$	31,332	$	12,429	152.1	$	54,896	$	22,994	138.7

Equity income increased by $72.9 million for the three months ended March 31, 2024 compared to the three months ended March 31, 2023 due to the increase in the MVP Joint Venture's AFUDC on the MVP project resulting from the continuance of growth construction activities in 2024. Following MVP full in-service, the Company's equity income will be primarily derived from 20-year firm reservation contracts for the MVP project.

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

(b)Transmission capital expenditures do not include aggregate capital contributions made to the MVP Joint Venture for the MVP and MVP Southgate projects of approximately $209.9 million and $280.5 million for the three and nine months ended September 30, 2023, respectively, and $46.4 million and $158.2 million for the three and nine months ended September 30, 2022, respectively.

Three Months Ended September 30, 2023 Compared to Three Months Ended September 30, 2022

Transmission operating revenues increased by $7.0 million for the three months ended September 30, 2023 compared to the three months ended September 30, 2022. Firm reservation fee revenues decreased by $2.1 million primarily due to lower contracted capacity payments resulting from the one-time contract buyout that occurred during the first quarter of 2023. Volumetric-based fee revenues increased $9.1 million primarily as a result of increased throughput volumes.

Operating expenses increased by $15.3 million for the three months ended September 30, 2023, compared to the three months ended September 30, 2022. Operating and maintenance expense increased $9.4 million primarily due to lower sales of over-recovered gas to third parties and to the Gathering segment for replenishment gas on the regulated low pressure gathering assets which were divested in June 2023, expenses associated with the Rager Mountain natural gas storage field incident and higher repairs and maintenance expenses. Selling, general and administrative expenses increased by $5.8 million largely due to higher personnel costs primarily attributable to the Bonus and higher professional fees.

Impairment of equity method investment reflects the impairment of the Company's equity method investment in the MVP Joint Venture during the third quarter of 2022. See Note 4 for further information.

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Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022

Transmission operating revenues increased by $36.6 million for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022. Firm reservation fee revenues decreased by $5.7 million primarily due to lower contracted capacity payments resulting from the one-time contract buyout included in volumetric-based fee revenues that occurred during the first quarter of 2023, partially offset by higher average reservation rates. Volumetric-based fee revenues increased $42.2 million primarily as a result of a one-time contract buyout by a customer of approximately $23.8 million and increased throughput volumes.

Operating expenses increased by $42.9 million for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022. Operating and maintenance expense increased $26.3 million primarily due to lower sales of over-recovered gas to third parties and to the Gathering segment for replenishment gas on the regulated low pressure gathering assets which were divested in June 2023, expenses associated with the Rager Mountain natural gas storage field incident, increased personnel costs, and higher repairs and maintenance expenses, partially offset by lower property taxes. Selling, general and administrative expenses increased $16.5 million resulting primarily from higher personnel costs primarily due to expenses associated with the MVP PSU Program that included a cumulative catch-up of $3.2 million since the inception of the award and the Bonus, an increased reserve for bad debt expense and higher professional fees.

Impairment of equity method investment reflects the impairment of the Company's equity method investment in the MVP Joint Venture during the third quarter of 2022. See Note 4 for further information.

In August 2023, the root cause analysis, which was conducted by an independent, third-party company with expertise in reservoir management and well and corrosion engineering, was submitted to the PHMSA, which root cause analysis indicated that the direct cause of the venting from the relevant Rager Mountain facility storage well (well #2244) was due to corrosion caused by the infiltration of water, oxygen and debris into the well's annulus, and such corrosion resulted in a failure of the well casing. Based on results of an inventory verification test conducted after the venting incident was resolved, the Company’s initial gas loss estimate for well #2244 was approximately 1.29 Bcf. Following completion of the root cause analysis, the cumulative gas loss was determined to be approximately 1.164 Bcf, approximately 1.037 Bcf of which was vented to the atmosphere and roughly 0.127 Bcf was diverted to and contained within formation(s) located at approximately 1,800’ and/or 3,000’ below ground. Post-incident workstreams related to the safe and environmentally responsible operation of the Rager Mountain facility and other storage fields are ongoing.

The Company worked with various third-party experts to identify and address the causes and/or contributors to the November 2022 incident. The damaged casing on well #2244 has been replaced, and the well remains temporarily plugged. It has not yet been determined whether the well will be permanently plugged or returned to service. Additionally, several other Rager wells have undergone top joint casing replacements to address proactively less-aggressive corrosion that was identified. The Company also has performed supplemental evaluations and testing, including updated wireline logging, on all other wells at the Rager Mountain facility. In October 2023, following authorization from PHMSA of the Company's injection plan for the Rager Mountain facility, the Company returned the Rager Mountain facility, other than well #2244 and two additional wells, to injection operations, subject to requirements specified in the consent agreement between the PHMSA and the Company. The Company is continuing and expects to continue to incur costs and expenses as a result of or arising in relation to the incident and future costs and expenses would be reflected in the Company's future Transmission operating results. For additional information, see Part II, "Item 1. Legal Proceedings" of this Quarterly Report on Form 10-Q. See also, "The November 2022 incident involving the venting of natural gas from a well at Equitrans, L.P.’s Rager Mountain natural gas storage facility required that we incur costs and expenses to halt such venting, and investigate and respond to the incident, including undertaking ongoing reviews of other storage assets. Activities and investigations responsive to the incident are ongoing, and, consequently, we are incurring and in the future we expect to incur further costs and expenses, whether resulting from or arising out of the incident, which could, depending on their scope and timing, materially adversely affect our business, financial condition, results of operations, liquidity and ability to pay dividends to our shareholders." included in Part I, "Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2022.

Equity income increased by $73.8 million for the three months ended September 30, 2023 compared to the three months ended September 30, 2022 and $97.5 million for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022, respectively, due to the increase in the MVP Joint Venture's AFUDC on the MVP project resulting from the resumption of growth construction activities. The Company's equity income in future periods will continue to be affected by the MVP project growth construction activities and associated AFUDC, and the timing of the completion of the MVP project, and such impact could continue to be substantial. See Note 4, "Outlook" below and Part II, "Item 1. Legal Proceedings" of this Quarterly Report on Form 10-Q for information on factors that have affected and/or, as applicable, could affect MVP project growth construction activities.

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Water Results of Operations

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

2023

2022

%Change

2023

2022

%Change

2024

2023

%Change

~~(Thousands, except MMgal amounts)~~

(Thousands, except MMgal amounts)

FINANCIAL DATA

Firm reservation fee revenues

~~11,029~~

~~9,375~~

~~17.6~~

299,~~793~~375

249,~~502~~375

~~21.6~~—

Volumetric-based fee revenues

~~8,823~~

~~3,639~~

~~142.5~~

3213,~~473~~365

1217,~~292~~304

~~164~~(22.28)

Total operating revenues

~~19,852~~

~~13,014~~

~~52.5~~

6222,~~266~~740

3626,~~794~~679

69(14.28)

Operating expenses:

Operating and maintenance

~~5,666~~

~~3,280~~

~~72.7~~

188,~~965~~693

127,~~818~~045

4823.04

Selling, general and administrative

~~9,782~~

~~2,230~~

~~338.7~~

132,~~620~~025

51,~~956~~398

~~128~~44.78

Depreciation

~~6,655~~

~~5,162~~

~~28.9~~

197,~~029~~034

145,~~483~~863

3120.40

Total operating expenses

~~22,103~~

~~10,672~~

~~107.1~~

5117,~~614~~752

3314,~~257~~306

5524.21

Operating (loss) income

(2,251)

2,342

(196.1)

10,652

3,537

201.2

Operating income

4,988

12,373

(59.7)

OPERATIONAL DATA

Water services volumes (MMgal)

Firm capacity reservation (a)

170

107

58.9

392

323

21.4

Firm capacity (a)

127

108

17.6

Volumetric-based services

~~188~~

~~95.8~~

~~707~~282

~~358~~351

97(19.57)

Total water volumes

~~358~~

~~203~~

~~76.4~~

~~1,099~~409

~~681~~459

61(10.49)

Capital expenditures

~~9,574~~

~~17,041~~

~~(43.8)~~

3110,~~798~~047

4911,~~132~~076

(359.3)

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

Three Months Ended ~~September~~March 3031, ~~2023~~2024 Compared to Three Months Ended ~~September~~March 3031, ~~2022~~2023

Water operating revenues ~~increased~~decreased by $63.89 million for the three months ended ~~September~~March 3031, ~~2023~~2024 compared to the three months ended ~~September~~March 3031, ~~2022~~2023 as a result of ~~increased~~decreased volumetric-based fee revenues primarily due to ~~higher~~lower volumes and ~~higher~~lower average rates. ~~Firm reservation fee revenues increased by $1.7 million primarily as a result of increased MVC revenues.~~

Water operating expenses increased by $113.4 million for the three months ended ~~September~~March 3031, ~~2023~~2024 compared to the three months ended ~~September~~March 3031, ~~2022~~2023. ~~Selling,~~Operating ~~general~~ and ~~administrative~~maintenance expense increased $71.6 million ~~primarily~~ due to ahigher ~~contract asset write~~mixed-~~down.~~use ~~Operating~~water ~~and~~storage ~~maintenance~~expenses ~~expense~~related ~~increased~~to ~~$2.4~~a ~~million~~storage ~~due~~facility toplaced ~~higher~~in-service ~~pipeline~~during ~~expenses~~2023 and higher purchased water costs as a result of increased activity ~~and higher mixed-use water storage expenses related to storage facilities placed in-service during 2023~~. Depreciation expense increased $1.52 million due to additional assets placed in-service.

~~Nine~~The ~~Months~~Company’s ~~Ended~~volumetric-based ~~September~~water 30services are directly associated with producers’ well completion activities and fresh and produced water needs (which are primarily driven by horizontal lateral lengths and the number of completion stages per well). Therefore, ~~2023~~the ~~Compared~~Water volumetric operating results traditionally fluctuate from year-to-year ~~Nine~~in ~~Months~~response ~~Ended~~to ~~September~~producers’ ~~30,~~well ~~2022~~completion activities.

Water operating revenues increased by $25.5 million for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022. Firm reservation fee revenues increased by $5.3 million primarily as a result of increased revenues associated with ARCs associated with the 2021 Water Services Agreement that commenced in March 2022. Volumetric-based fee revenues increased by $20.2 million primarily due to higher volumes and higher average rates.

Water operating expenses increased by $18.4 million for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022. Selling, general and administrative expense increased $7.7 million primarily due to a contract asset write-down. Operating and maintenance expense increased $6.1 million due to higher mixed-use water storage expenses related to storage facilities placed in-service during the nine months ended September 30, 2023 and higher purchased water costs resulting from increased activity. Depreciation expense increased by $4.5 million due to additional assets placed in-service.

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

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completion activities. Firm reservation revenues are expected to be mostly consistent due to the ARC under the 2021 Water Services Agreement that became effective March 1, 2022. See "Outlook" for further discussion of the 2021 Water Services Agreement.

Other Income Statement Items

Other (Expense) Income, Net

Other (expense) income, net decreased by $54.51 million for the three months ended ~~September~~March 3031, ~~2023~~2024 compared to the three months ended ~~September~~March 3031, ~~2022~~2023. The decrease was primarily due to a $3.4.7 million unrealized loss on derivative instruments during the three months ended ~~September~~March 3031, ~~2023~~2024, as compared to a $0.8.5 million unrealized loss on derivative instruments during the three months ended ~~September~~March 3031, ~~2022~~2023, primarily due to ~~the impact of~~ changes in ~~the targeted in-service date for the MVP project and changes in~~ NYMEX Henry Hub natural gas futures prices ~~associated~~and ~~with the Henry Hub cash bonus payment provision, as well as a $3.7 million gain on the sale of non-core gathering assets during the three months ended September 30, 2022.~~

Other (expense) income, net increased by $0.5 million for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022. The increase was primarily due to a $7.5 million unrealized gain on derivative instruments during the nine months ended September 30, 2023, as compared to a $4.5 million unrealized gain on derivative instruments during the nine months ended September 30, 2022, primarily due to changes in probability-weighted assumptions regarding MVP project completion, as well as changes in NYMEX Henry Hub natural gas futures prices associated with the Henry Hub cash bonus payment provision and sublease income, partially offset by a $3.7 million gain on the sale of non-core gathering assets during the nine months ended September 30, 2022. 23

~~See~~Table ~~also "Outlook" for a discussion~~ of factors affecting the estimated fair value of the derivative asset attributable to the Henry Hub cash bonus payment provision that is recognized in other income, net on the Company's statements of consolidated comprehensive income.Contents

~~Loss~~probability-weighted onassumptions ~~Extinguishment~~regarding ofMVP ~~Debt~~project completion associated with the Henry Hub cash bonus payment provision.

~~During~~See ~~the~~also ~~nine~~Note ~~months~~7 ~~ended~~for ~~September~~a ~~30,~~discussion ~~2022,~~of ~~the~~factors ~~Company~~affecting ~~incurred~~the aestimated ~~loss~~fair onvalue ~~extinguishment~~ of ~~debt~~the ofderivative ~~approximately~~asset ~~$24.9~~attributable ~~million related~~ to the ~~2022~~Henry ~~Tender~~Hub ~~Offers~~cash ~~for~~bonus ~~senior~~payment ~~notes~~provision ~~and~~that ~~open~~is ~~market~~recognized ~~repurchase~~in ~~premiums~~other ~~and~~(expense) ~~fees~~income, ~~and~~net ~~write~~on ~~off of~~ the ~~respective~~Company's ~~unamortized~~statements ~~discounts and financing costs associated with the purchase~~ of ~~portions~~consolidated ofcomprehensive ~~2023, 2024 and 2025 Notes in such tender offers~~income.

Net Interest Expense

Net interest expense increased by $513.29 million for the three months ended ~~September~~March 3031, ~~2023~~2024 compared to the three months ended ~~September~~March 3031, ~~2022~~2023 primarily due to increased ~~interest~~borrowings ~~rates~~ and ~~borrowings~~interest rates under the revolving credit facilities and interest on the 2024 Senior Notes issued in February 2024, partially offset by the redemption of the 4.75% senior notes due 2023 (the 2023 Notes) effected in June 2023 and increased interest income.

~~Net~~See ~~interest~~Note ~~expense increased by $25.~~6 ~~million~~ for ~~the~~a ~~nine~~discussion ~~months~~of ~~ended~~certain September 30, 2023 compared to the nine months ended September 30, 2022 primarily due to interest on the senior notes issued in 2022 and increased interest rates and borrowings under the revolving credit facilities, partially offset by the impact of the ~~2022~~Company's ~~Tender~~outstanding ~~Offers~~debt.

See Note 6 and Note 10 for a discussion of certain of the Company's outstanding debt.

Income Tax Expense (Benefit)

See Note 9 for an explanation of the changes in income tax expense for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023~~2024 compared to the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022~~2023.

Net Income Attributable to Noncontrolling Interest

Net income attributable to noncontrolling interest decreased by $01.75 million ~~and $2.3 million~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023, respectively,~~ 2024 compared to the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022~~2023, ~~respectively,~~primarily as a result of lower net income on Eureka Midstream.

Capital Expenditures

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

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Outlook

~~The~~Proposed ~~Company's~~Acquisition ~~strategically~~by ~~located~~EQT ~~assets overlay core acreage in the Appalachian Basin~~Corporation. ~~The~~On ~~location~~March of10, ~~the~~2024, ~~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~~Parent, ~~was~~Merger ~~one~~Sub ofand ~~the~~LLC ~~largest~~Sub ~~natural~~entered ~~gas~~into ~~producers in~~ the ~~U.S.~~Merger ~~based~~Agreement, onpursuant ~~average~~to ~~daily sales volumes as of September 30~~which, ~~2023~~among ~~and~~other ~~EQT's public senior debt had investment grade credit ratings from Standard & Poor's Global Ratings (S&P)~~things, ~~Fitch~~Merger ~~Ratings~~Sub ~~(Fitch)~~ and ~~Moody's Investors Service (Moody's) as of that date. During~~ the ~~nine months ended September 30, 2023, approximately 70% of the~~ Company's ~~operating~~will ~~revenues~~consummate ~~were generated from firm reservation fee revenues. Generally,~~ the ~~Company~~First ~~is focused on utilizing contract structures reflecting long-term firm capacity~~Merger, ~~MVC~~with ~~or ARC commitments which are intended to provide support to its cash flow profile. The percentage of~~ the Company's ~~operating~~surviving ~~revenues~~the ~~that~~First ~~are~~Merger ~~generated by firm reservation fees (~~as ~~well as~~ the ~~Company's~~First ~~revenues~~Step ~~generally)~~Surviving ~~may~~Corporation ~~vary year to year depending on various factors, including customer volumes~~ and ~~the rates realizable under the Company's contracts~~, ~~including~~as the ~~EQT~~second ~~Global~~step ~~GGA~~in ~~which~~a ~~provides~~single ~~for~~integrated ~~periodic gathering MVC fees declines through January 1~~transaction, ~~2028 (with~~ the ~~fees~~First ~~then~~Step ~~remaining~~Surviving ~~fixed~~Corporation ~~throughout~~and ~~the~~LLC ~~remaining~~Sub ~~term),~~will ~~including~~consummate ifthe ~~MVP~~Second ~~would not achieve full in-service. Additionally~~Merger, ~~as discussed below, in connection~~ with ~~MVP~~LLC ~~full~~Sub ~~in-service~~surviving the ~~EQT~~Second ~~Global~~Merger ~~GGA~~as ~~provides~~an ~~for~~indirect ~~more~~wholly ~~significant~~owned ~~potential~~subsidiary ~~gathering~~of ~~MVC fees declines in certain contract years~~Parent.

~~The~~Under ~~Company's principal strategic aim is to achieve greater scale and scope, enhance~~ the ~~durability~~terms of ~~its~~the ~~financial~~Merger ~~strength~~Agreement, and tosubject ~~continue~~ to ~~work to position itself for a lower carbon economy, which~~ the ~~Company~~satisfaction ~~expects~~or ~~will~~waiver ~~drive future growth and investment. The Company’s strategy reflects its continued pursuit~~ of ~~its~~certain ~~organic~~conditions ~~growth projects~~therein, ~~including~~at ~~particularly~~ the ~~MVP~~Effective ~~given the Company’s belief that the MVP will~~Time, ~~among~~(i) ~~other~~each ~~benefits,~~share ~~allow~~of ~~for~~Equitrans ~~greater~~Midstream ~~natural~~common ~~gas~~stock ~~production~~issued ~~in the southwestern Appalachian Basin (~~and~~/or~~ ~~result~~outstanding inimmediately ~~increased~~prior ~~volumes flowing~~ to the ~~Company's~~Effective ~~gathering~~Time ~~and~~(excluding ~~transmission~~any ~~system~~excluded ~~given~~shares) ~~the~~will ~~Company's~~be ~~belief~~converted inautomatically at the ~~system's~~Effective ~~current~~Time ~~unique~~into ~~positioning to provide~~ the ~~supply~~right ~~path~~ to ~~MVP),~~receive ~~focusing~~that onnumber ~~identifying~~of ~~opportunities~~EQT toShares ~~use~~equal ~~its existing assets~~ to ~~deepen and grow its customer relationships at optimized levels of capital spending and taking into account~~ the ~~Company's~~Exchange ~~leverage,~~Ratio and ~~continuing~~(ii) toeach ~~prudently~~Equitrans ~~invest~~Midstream ~~resources~~Preferred inShare ~~its~~issued ~~sustainability-oriented~~and ~~initiatives.~~outstanding ~~The~~immediately ~~Company~~prior ~~is also continuing~~ to ~~focus on maintaining and strengthening its balance sheet. Additionally,~~ the ~~Company~~Effective ~~periodically~~Time ~~evaluates~~will ~~strategically~~be ~~aligned~~treated ~~inorganic~~in ~~growth~~accordance ~~opportunities~~with ~~(whether~~Section ~~within~~8 ~~its~~of ~~existing footprint or to extend~~ the Company'’s ~~reach~~Second ~~into~~Amended ~~the~~and ~~southeast~~Restated ~~United~~Articles ~~States~~of Incorporation and tothe ~~become~~procedures ~~closer~~set toforth ~~key~~in ~~demand~~Section ~~markets,~~2.5 ~~such~~of as the ~~Gulf~~Merger ~~of Mexico LNG export market)~~Agreement.

AsThe ~~part~~EQT Transaction is expected to close during the fourth quarter of ~~its~~2024. ~~approach~~The completion of the First Merger is subject to ~~organic~~the ~~growth~~satisfaction or waiver of certain closing conditions, including, among others: (i) approval of the ~~Company~~Merger isAgreement ~~focused~~and onthe ~~its~~Mergers ~~projects~~by holders of a majority of the outstanding shares of Equitrans Midstream common stock and ~~assets~~Equitrans ~~outlined~~Midstream ~~below~~Preferred Shares, ~~many~~with such Equitrans Midstream Preferred Shares treated as Equitrans Midstream common stock on an as-converted basis, voting together as a single class, (ii) approval of ~~which~~the ~~are~~issuance ~~supported~~of byEQT ~~contracts~~Shares in connection with ~~firm~~the ~~capacity~~Mergers by a majority of votes cast at a special meeting of holders of EQT Shares, ~~MVC~~(iii) expiration or ~~ARC~~termination ~~commitments~~of (a) all waiting periods under the HSR Act and (b) any commitment to, or agreement with, any governmental entity to delay the consummation of, or not to consummate the transactions contemplated by the Merger Agreement, and (iv) the MVP Joint Venture receiving authorization of the FERC to place the MVP in-service.

The ~~Company~~Merger ~~expects~~Agreement ~~that~~contains ~~the~~representations ~~MVP~~and ~~(should~~warranties itfrom bethe ~~placed in-service)~~parties, ~~together~~and ~~with~~each ~~the~~party ~~Hammerhead~~has ~~pipeline~~agreed ~~and~~to ~~Equitrans~~certain covenants, ~~L.P.~~including, ~~Expansion~~among ~~Project (EEP)~~others, ~~will~~covenants ~~primarily~~relating ~~drive~~to (i) the ~~Company's~~conduct ~~organic~~of ~~growth,~~business asduring ~~discussed~~the ininterim ~~further~~period ~~detail~~between ~~below.~~the Inexecution ~~addition,~~of the ~~Company~~Merger ~~continues~~Agreement toand ~~focus~~the onEffective ~~de-levering~~Time ~~its~~and ~~balance sheet~~ (~~which~~ii) the ~~Company~~obligation ~~views~~to asuse areasonable ~~critical~~best ~~strategic~~efforts ~~objective),~~to ~~including~~cause ~~in connection with~~ the ~~MVP~~Mergers ~~(should~~to it be ~~placed in-service)~~consummated.

•Mountain Valley Pipeline. The MVP is being constructed by a joint venture among the Company and affiliates of each of NextEra Energy, Inc. (NEE), Consolidated Edison, Inc. (Con Edison), AltaGas Ltd. and RGC Resources, Inc. (RGC). As of September 30, 2023, the Company owned an approximate 47.7% 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 is designed to span from the Company's existing transmission and storage system in Wetzel County, West Virginia to Pittsylvania County, Virginia, which will provide 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.24

In October 2017, the FERC issued the Certificate of Public Convenience and Necessity 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. However, as discussed in "The regulatory approval process for the construction of new midstream assets is very challenging, has significantly increased costs and delayed then-targeted in-service dates, and decisions by regulatory and judicial authorities in pending or potential proceedings, particularly with respect to litigation in the Fourth Circuit regarding MVP, are likely to impact our or the MVP Joint Venture's ability to obtain or maintain in effect all approvals and authorizations necessary to complete certain projects in a timely manner or at all, or our ability to achieve the expected investment returns on the projects." included in Part I, "Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, as well as in Part II, "Item 1. Legal Proceedings" of this Quarterly Report on Form 10-Q, the MVP project was

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~~repeatedly~~Upon termination of the Merger Agreement under certain circumstances, ~~significantly~~the ~~delayed~~Company ~~and~~will ~~subject~~be obligated to ~~cost~~pay ~~increases~~Parent ~~because~~a termination fee equal to $191 million. Upon termination of ~~legal~~the ~~and~~Merger ~~regulatory~~Agreement ~~setbacks~~under certain circumstances, ~~particularly~~Parent inwill ~~respect~~be ofobligated ~~litigation~~to inpay the ~~U.S.~~Company ~~Court~~(i) ofa ~~Appeals~~termination ~~for~~fee ~~the~~equal ~~Fourth~~to ~~Circuit~~$545 ~~(Fourth~~million ~~Circuit~~or (ii) a special termination fee equal to $176 million.

~~Notwithstanding~~The ~~such~~above ~~prior~~description ~~setbacks,~~of the ~~MVP~~Merger ~~Joint~~Agreement ~~Venture~~and ~~continued to engage in pursuing~~ the ~~authorizations~~transactions ~~necessary~~contemplated ~~under applicable law from the relevant agencies to complete the MVP project~~thereby, including oncertain ~~February~~referenced 28terms, ~~2023,~~is ~~the~~a ~~U.S.~~summary ~~Department~~ of ~~the~~certain ~~Interior’s~~principal ~~Fish~~terms and ~~Wildlife~~conditions ~~Service~~contained ~~(FWS)~~in ~~issuing a new Biological Opinion and Incidental Take Statement (2023 BiOp) for~~ the ~~MVP~~Merger ~~project and in May 2023~~Agreement, ~~the~~a ~~U.S.~~copy ~~Forest Service and Bureau~~ of ~~Land~~which ~~Management~~is ~~issuing~~attached ~~authorizations~~as ~~related~~Exhibit ~~to MVP’s segment in the Jefferson National Forest (JNF)~~2.1 Into ~~conjunction with~~ the ~~pursuit of outstanding authorizations, the~~ Company’s ~~urged~~Current ~~the~~Report ~~United~~on ~~States~~Form ~~Congress to expeditiously pass~~8-K, ~~and~~filed ~~for~~March ~~there to be enacted~~11, ~~federal energy infrastructure permitting reform legislation that specifically requires the completion of the MVP project~~2024.

OnSee ~~June~~Note 3,2 ~~2023,~~to the ~~President~~consolidated offinancial ~~the~~statements ~~United States signed into law the Fiscal Responsibility Act of 2023 that, among other things, ratified and approved all permits and authorizations necessary~~ for ~~the~~additional ~~construction~~information. ~~and initial operation of the MVP~~Also, ~~directed~~see the ~~applicable~~risk ~~federal~~factors ~~officials~~ and ~~agencies~~other tocautionary ~~maintain such authorizations~~statements, ~~required the Secretary of the Army to issue not later than June 24~~specifically, ~~2023~~Risks ~~all~~Related ~~permits or verifications necessary~~ to ~~complete construction of~~ the ~~MVP~~EQT ~~and~~Transaction ~~allow~~under ~~for~~ the ~~MVP’s~~heading ~~operation~~“Risk ~~and~~Factors” ~~maintenance,~~in ~~and~~Item ~~divested~~1A ~~courts~~ of ~~jurisdiction~~this toQuarterly ~~review~~Report ~~agency actions~~ on ~~approvals~~Form ~~necessary for MVP construction and initial operation~~10-Q.

~~Thereafter,~~Standalone onStrategy. ~~June~~Until 8,the ~~2023,~~First Merger occurs (or in the ~~West~~event ~~Virginia~~that ~~Department~~the ofMerger ~~Environmental~~Agreement ~~Protection~~is ~~issued~~terminated), athe ~~new~~Company ~~Section~~will ~~401~~continue ~~water~~its ~~quality~~standalone ~~certification~~strategy ~~for~~of ~~the~~pursuing ~~MVP~~organic ~~project~~growth projects, onincluding ~~June~~completing ~~23,~~and ~~2023,~~placing in-service the ~~Huntington~~MVP, ~~Pittsburgh~~focusing ~~and~~on ~~Norfolk~~identifying ~~Districts~~opportunities ofto ~~the~~use ~~U.S.~~its ~~Army~~existing ~~Corps~~assets ofto ~~Engineers~~deepen ~~issued~~and ~~the~~grow ~~MVP~~its ~~Joint~~customer ~~Venture~~relationships anat ~~Individual~~optimized ~~Permit~~levels toof ~~effect~~capital ~~approximately~~spending ~~300~~and ~~water~~taking ~~crossings~~into ~~utilizing~~account ~~open~~the ~~cut~~Company’s ~~techniques~~leverage, and, oncontinuing ~~June~~to ~~28,~~prudently ~~2023,~~invest ~~the~~resources ~~FERC~~in ~~authorized~~its ~~the~~sustainability-oriented ~~MVP~~initiatives. ~~Joint~~The ~~Venture~~Company’s tostandalone ~~resume~~strategy ~~all~~also ~~construction~~reflects ~~activities~~its incontinued ~~all~~focus ~~MVP~~on ~~project~~achieving ~~locations~~a strong balance sheet and de-levering, ~~including~~and given the ~~remaining~~Company’s ~~portion~~size, ofoperating ~~the~~footprint ~~Exclusion~~and ~~Zone~~other ~~discussed~~factors inconsidering ~~Part~~inorganic IIopportunities, ~~"Item~~such 1.as ~~Legal~~to ~~Proceedings"~~extend ofthe ~~this~~Company’s ~~Quarterly~~operations ~~Report~~into onthe ~~Form~~southeast ~~10-Q,~~United States and ~~the~~new, ~~MVP~~key ~~Joint~~demand ~~Venture~~markets, ~~recommenced~~such ~~forward~~as ~~construction~~the ~~activity~~Gulf of Mexico LNG export market.

AsThe ~~further~~Company ~~discussed~~expects inthat ~~Part~~the IIMVP, ~~"Item~~together 1.with ~~Legal~~the ~~Proceedings"~~Hammerhead ofpipeline ~~this~~and ~~Quarterly~~Equitrans, ~~Report~~L.P. onExpansion ~~Form~~Project ~~10-Q~~(EEP), ~~project~~will ~~opponents~~primarily ~~continue~~drive tothe ~~challenge MVP project~~near-~~related~~term ~~authorizations.~~organic Ingrowth ~~connection with certain~~ of ~~such challenges,~~ the ~~Fourth~~Company's ~~Circuit~~business, ~~issued~~as adiscussed ~~stay~~in ~~halting~~further ~~MVP~~detail ~~project~~below. ~~construction~~In inparticular, the ~~JNF~~Company ~~and~~believes athat ~~stay~~the ofMVP, ~~the~~among ~~2023~~other ~~BiOp~~benefits, ~~effectively~~will ~~halting~~allow ~~forward~~for ~~construction~~greater ~~for~~natural ~~the~~gas ~~entirety~~production ofin the ~~MVP~~southwestern ~~project,~~Appalachian onBasin ~~July 10, 2023~~ (and/or ~~July~~result ~~11,~~in ~~2023,~~increased ~~respectively.~~volumes ~~The~~flowing ~~MVP Joint Venture subsequently filed an emergency application~~ to ~~vacate~~ the ~~stays~~Company's ~~with~~gathering ~~the~~and ~~U.S.~~transmission ~~Supreme~~system ~~Court~~given ~~and~~ the ~~U.S.~~Company's ~~Supreme~~belief ~~Court~~in ~~vacated~~ the ~~stays~~system's oncurrent ~~July~~unique ~~27,~~positioning ~~2023.~~to ~~Accordingly,~~provide the ~~MVP~~supply ~~Joint~~path ~~Venture~~to ~~recommenced forward construction activity~~MVP).

On•Mountain ~~October~~Valley ~~18,~~Pipeline. ~~2023,~~The ~~the~~MVP ~~Company~~is ~~announced~~a ~~that~~303-mile, ~~following~~42-inch ~~the~~diameter ~~MVP~~natural ~~Joint~~gas ~~Venture's~~interstate ~~comprehensive~~pipeline ~~review~~with a targeted capacity of ~~progress~~2.0 ~~achieved~~Bcf ~~since~~per ~~the~~day ~~resumption~~that ofis ~~forward~~designed ~~construction~~to inspan ~~August~~from ~~2023~~the Company's existing transmission and ~~construction~~storage ~~activity~~system ~~remaining~~in ~~for~~Wetzel ~~completion~~County, ofWest ~~the~~Virginia ~~MVP~~to ~~project~~Pittsylvania County, ~~the~~Virginia, ~~MVP~~which ~~Joint~~will ~~Venture~~provide ~~refined~~access to the ~~targeted~~growing ~~timing~~southeast ~~for~~demand ~~completing~~markets ~~construction~~once ofit ~~the~~is ~~project~~placed ~~from year~~in-~~end~~service. ~~2023~~As toof March 31, 2024, the ~~first~~Company ~~quarter~~owned ofan ~~2024,~~approximate ~~with~~48.9% interest in the ~~total~~MVP project, ~~cost~~and ~~anticipated~~once toplaced beinto ~~approximately~~service, $7the Company will also operate the MVP.~~2 billion~~ ~~(excluding~~The ~~AFUDC),~~MVP ~~which~~Joint ~~includes~~Venture ~~approximately~~has ~~$120 million~~secured a total of ~~contingency~~2.0 ~~Based~~Bcf onper ~~such~~day ~~targeted~~of ~~completion~~firm ~~timing~~capacity ~~and~~commitments ~~following~~at in20-~~service~~year ~~authorization~~terms. ~~from~~Additional shippers have expressed interest in the ~~FERC,~~MVP ~~contractual~~project ~~obligations~~and ~~accordingly~~the ~~would~~MVP ~~commence~~Joint onVenture oris ~~before~~evaluating ~~April~~an 1,expansion ~~2024~~opportunity that could add approximately 0.5 Bcf per day of capacity through the installation of incremental compression.

~~Certain~~As ~~unforeseen factors have substantially affected the pace~~ of ~~construction~~April ~~and account for more than half of the increase in estimated project costs. The ramp up of MVP’s contractor workforce has been slower and more challenging than expected~~28, ~~due to multiple crews electing not to work on the project based on the history of court-related construction stops~~2024, ~~and~~ the inability to recruit crews with required and sufficient experience. Additionally, productivity and cost have been adversely affected in areas of challenging terrain and geology, in part because of the MVP Joint Venture’s ~~commitment~~has ~~to,~~made ~~and~~substantial ~~application~~progress ~~of,~~on ~~heightened~~the ~~environmental protocols. The~~ MVP ~~Joint~~project ~~Venture will continue to prioritize the safety of its workforce~~including, ~~communities,~~among ~~and~~other ~~assets~~things, ~~and the project’s compliance with applicable environmental standards and regulations.~~completing:

~~The~~•approximately ~~remaining~~303 ~~increase~~miles ~~in total project cost is attributable to a number~~ of ~~other~~pipeline ~~factors,~~installed ~~including~~(less ~~certain~~than ~~financial~~1 ~~settlements~~mile ~~with contractors, labor and fuel inflation, and enhanced safety and security measures. While the~~ remaining ~~construction is subject~~ to certain factors, including, among others, the physical construction conditions, crew availability, and productivity during the winter season, the MVP Joint Venture has made meaningful forward construction progress and construction will continue into the winter months, with the goal of responsibly completing the remaining construction activity and realizing the benefits of the MVP project for a diverse mix of stakeholders as promptly as practicable. Further adverse developments however, whatever the cause, affecting the MVP project could further increase project costs and/or further delay completion of the project, and adversely affect the Company. See install);

30•all waterbody and wetland crossing work;

•the hydrotesting of approximately 269 miles (approximately 35 miles remain to be tested, inclusive of interconnect piping);

•the purging and packing of the pipeline through to the second compressor station (total of approximately 77 miles);

•the commissioning of two of three MVP compressor stations; and

•restoration of a substantial portion of the pipeline right-of-way, with the majority of remaining pipeline restoration to occur following MVP in-service.

Remaining forward construction includes the tying in of a completed bore to the adjacent installed pipeline, completing the installation of pipe on a steep slope, and the tying together of the final pipeline segments after completing testing and commissioning activities.

In April 2024, the MVP Joint Venture filed its in-service authorization request for the MVP project with the FERC. Construction, together with commissioning activity and certain pre-MVP in-service restoration, is ongoing as of the date of this Quarterly Report on Form 10-Q and the Company expects to complete construction and final

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~~also~~commissioning "Expanding our business by constructing new midstream assets subjects us to construction, regulatory, environmental, political and legal uncertainties that are beyond our control." included in Part I, "Item 1A. Risk Factors" of the ~~Company's~~pipeline ~~Annual Report~~ on ~~Form~~or ~~10-K~~about ~~for~~May ~~the year ended December~~ 31, ~~2022~~2024. ~~See~~The ~~also~~majority ~~Part~~of ~~II,~~the ~~"Item~~remaining 1.restoration ~~Legal~~is ~~Proceedings"~~to ofoccur ~~this~~following ~~Quarterly~~MVP ~~Report on Form 10~~in-Qservice.

OnMVP ~~November~~and ~~4, 2019, Con Edison exercised an option to cap its investment in the construction of the~~ MVP-related ~~project~~long-term atfirm ~~approximately~~capacity ~~$530 million~~will ~~(excluding~~begin ~~AFUDC).~~on ~~On May 4, 2023, RGC exercised an option for~~ the ~~Company~~first today ~~fund RGC’s portion~~ of ~~future capital contributions with respect to~~ the ~~MVP~~month ~~project,~~immediately ~~which~~following ~~funding~~ the ~~Company commenced in June 2023 and will continue through the full in-service~~ date ~~of the~~ MVP. ~~The~~receives ~~Company~~FERC ~~and~~authorization ~~NEE~~to ~~are~~commence ~~obligated,~~service and ~~RGC~~is ~~prior~~able to ~~the~~provide ~~exercise of its option described above had opted, to fund~~ the ~~shortfall~~applicable inservice ~~Con~~level ~~Edison's~~(with ~~capital~~certain ~~contributions~~MVC onstep aups ~~pro~~and ~~rata~~more ~~basis.~~significant ~~Following~~gathering ~~RGC’s~~MVC ~~exercise~~fee ofdeclines ~~its~~under ~~option,~~ the ~~Company~~EQT isGlobal ~~also~~GGA ~~funding~~commencing ~~RGC’s~~effective ~~portion of Con Edison’s shortfall. Such funding by~~ the ~~Company~~first inday ~~respect~~ of the ~~Con~~calendar ~~Edison~~quarter ~~shortfall~~in ~~and~~which ~~RGC’s portion of capital contributions has and will correspondingly increase~~ the ~~Company's interests in the~~ MVP ~~project~~long-term ~~and~~firm ~~decrease~~capacity ~~Con~~obligations ~~Edison's~~commence). ~~and~~Should ~~RGC’s respective interest, as applicable, in the~~ MVP ~~project.~~be Ifauthorized ~~the~~and ~~project~~able ~~were~~ to beprovide ~~completed~~service, inhowever ~~the~~its ~~first~~long-term ~~quarter~~firm ofcapacity ~~2024~~obligations ~~and~~are atnot ayet ~~total~~effective ~~project~~due ~~cost~~to ~~of approximately $7.2 billion (excluding AFUDC)~~timing, ~~the~~MVP ~~Company~~would ~~expects~~be ~~its~~available ~~equity~~for ~~ownership~~interruptible inor ~~the~~short-term ~~MVP~~firm ~~project~~service ~~would~~until ~~progressively~~long-term ~~increase~~firm ~~from~~capacity ~~approximately~~obligations 47commence.7% ~~to approximately 48.8%.~~

~~Through~~While ~~September 30,~~the ~~2023~~MVP project has made substantial progress toward completion, ~~the~~total ~~Company~~estimated ~~had~~project ~~funded~~cost ~~approximately~~was ~~$3.0 billion~~adversely toaffected ~~the~~by ~~MVP~~a ~~Joint~~number ~~Venture~~of ~~for~~factors, including that the ~~MVP~~pace ~~project.~~of Ifforward ~~the~~construction ~~MVP~~and ~~project~~workforce draw down realized through April 28, 2024 were toslower bethan ~~completed~~anticipated resulting in ~~the~~additional ~~first~~labor, ~~quarter~~equipment ofand ~~2024~~support costs in April and atMay a2024. ~~total~~Project ~~project~~costs ~~cost~~were ofaffected ~~approximately~~by ~~$7.2~~challenges ~~billion~~with ~~(excluding~~physical ~~AFUDC)~~construction conditions, ~~the~~certain ~~Company~~equipment ~~expects~~and itother ~~would~~issues ~~make~~experienced ~~total~~in ~~capital~~now-completed ~~contributions~~boring tooperations, ~~the~~unexpected ~~MVP~~challenges ~~Joint~~experienced ~~Venture~~with incertain ~~2023~~pipeline ofcleaning ~~approximately~~procedures, ~~$725 million~~and toweather. ~~$745 million~~Additionally, ~~primarily~~the ~~related~~Company toupdated ~~forward~~its ~~construction~~assumptions regarding completing certain restoration efforts, including associated scope, permit-related activities, and ~~expects~~labor, ~~that~~as itwell ~~would~~as ~~incur~~taking ainto ~~total~~account ofrefreshed ~~approximately~~bids $3from contractors.~~7 billion~~ ~~over~~Given these and certain other factors which may have potential impacts on completing the project's, ~~construction~~such as weather in the pre- or post-MVP in-service periods, ~~inclusive~~the Company is targeting a total project cost of approximately $~~220~~7.85 ~~million~~billion in(including ~~excess~~contingency ofand ~~the~~excluding ~~Company's~~allowance ~~ownership~~for ~~interest~~funds used during construction (AFUDC)).

~~•Wellhead~~As ~~Gathering Expansion Projects and Hammerhead Pipeline. During~~ the ~~nine~~MVP ~~months~~Joint ~~ended~~Venture ~~September~~continues ~~30, 2023, the Company invested approximately $199.2 million in gathering projects (inclusive of capital expenditures related~~ to ~~the~~diligently ~~noncontrolling~~work ~~interest~~towards inresponsibly ~~Eureka~~completing ~~Midstream). For 2023,~~ the ~~Company~~MVP ~~expects~~project to invest approximately $255 million to $275 million in gathering projects (inclusive of expected capital expenditures of approximately $15 million related to the noncontrolling interest in Eureka Midstream). The primary projects include infrastructure expansion and ~~optimization~~restoring ~~in core development areas in~~ the ~~Marcellus~~pipeline ~~and~~right ~~Utica~~of ~~Shales in southwestern Pennsylvania~~way, ~~southeastern Ohio and northern West Virginia for EQT, Range Resources Corporation (Range Resources) and other producers. The Company has seen and expects that~~ it ~~will~~continues ~~continue~~ to ~~see~~prioritize the ~~benefits~~safety of ~~return-to-pad~~its ~~drilling~~workforce, ~~and system integrations in 2023~~communities, and ~~accordingly~~assets, ~~continues~~and tothe ~~estimate~~project's ~~gathering~~compliance ~~capital~~with ~~expenditures~~applicable ~~required~~environmental tostandards ~~maintain~~and ~~flat gathered volumes in a given year would be approximately $200 million for 2023~~regulations.

The ~~Hammerhead~~targeted ~~pipeline~~completion istiming, ~~a 1.6 Bcf per day gathering header pipeline that is primarily designed to connect natural gas produced in Pennsylvania~~ and ~~West~~accordingly ~~Virginia~~the tocommencement ~~the~~of MVP, ~~Texas Eastern Transmission~~ and ~~Eastern Gas Transmission, is supported by a 20~~MVP-~~year~~related long-term, ~~1.2 Bcf per day,~~ firm capacity ~~commitment~~contractual ~~from EQT~~obligations, ~~and~~as ~~costs~~well ~~approximately~~as ~~$540 million.~~the ~~The~~estimated ~~Company~~total ~~expects~~project ~~Hammerhead~~cost, ~~pipeline~~are ~~full~~subject ~~commercial in-service~~ to ~~commence~~many inongoing ~~conjunction~~factors, ~~with~~including ~~full~~those ~~MVP~~outlined in~~-service~~ ~~and~~the is"Cautionary ~~focused~~Statements" onsection ~~obtaining~~of ~~additional~~this ~~firm~~Quarterly ~~capacity~~Report ~~commitments~~on ~~for~~Form ~~the pipeline~~10-Q.

~~The~~Through March 31, 2024, the Company ~~also~~had ~~has~~funded anapproximately ~~agreement~~$3.8 billion ~~with~~to athe ~~producer~~MVP ~~customer~~Joint toVenture ~~install~~for ~~approximately~~the ~~32,000~~MVP ~~horsepower~~project. ~~booster~~Given ~~compression~~the Company's expectation to ~~existing~~complete ~~facilities.~~construction ~~The~~and ~~project~~final iscommissioning ~~backed~~of bythe apipeline ~~long-term~~on ~~firm~~or ~~commitment~~about May 31, 2024 and isits ~~targeted~~estimate toof betotal ~~in-service~~project incost ~~early~~of ~~2024~~approximately $7.85 billion ~~The~~(including contingency and excluding AFUDC), the Company expects it would make total capital contributions to ~~invest~~the MVP Joint Venture in 2024 of approximately $60700 million, ~~with~~and expects that it would incur a ~~majority~~total of approximately $4.1 billion over the ~~capital~~project's ~~spend~~construction and restoration, inclusive of approximately $255 million in ~~2023~~excess of the Company's ownership interest, ~~which~~and isanticipates ~~reflected~~its ~~within~~equity ownership in the ~~range~~MVP ofproject ~~2023~~would ~~investments~~progressively ~~for~~increase ~~gathering~~from ~~projects~~approximately ~~noted~~48.9% ~~above,~~to ~~and~~approximately ~~2024~~49.2%.

•~~Transmission~~Wellhead Gathering Expansion Projects and ~~Equitrans~~Hammerhead ~~Expansion Project~~Pipeline. During the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, the Company invested approximately $54.93 million in ~~transmission~~gathering projects. ~~For~~(inclusive ~~2023, the Company expects to invest approximately $80 million to $90 million in transmission projects. This includes an estimate~~ of ~~$5 million to $10 million of~~ capital expenditures related to the ~~Rager~~noncontrolling ~~Mountain~~interest ~~natural~~in ~~gas~~Eureka ~~storage~~Midstream). ~~field~~For ~~incident~~2024, ~~based~~the onCompany ~~current~~expects ~~information.~~to ~~The~~invest approximately $80235 million to $90285 million ~~of expected investment~~ in ~~transmission~~gathering projects ~~also~~(inclusive ~~includes~~of expected capital expenditures ~~expected~~of ~~for~~approximately ~~2023~~$15 million ~~associated~~related ~~with~~to the ~~Company's~~noncontrolling ~~Ohio~~interest ~~Valley~~in ~~Connector~~Eureka ~~expansion project (OVCX~~Midstream). The ~~Company~~primary ~~expects~~projects ~~OVCX~~include ~~will~~infrastructure ~~increase~~expansion ~~deliverability~~and onoptimization ~~the~~in ~~Company's~~core ~~existing~~development ~~Ohio~~areas ~~Valley~~in ~~Connector~~the ~~pipeline~~Marcellus ~~(OVC)~~and byUtica ~~approximately~~Shales ~~350~~in ~~MMcf~~southwestern ~~per day~~Pennsylvania, ~~create~~southeastern ~~new~~Ohio ~~receipt~~ and ~~delivery~~northern ~~transportation~~West ~~paths,~~Virginia ~~and~~for ~~enhance~~EQT, ~~long-term~~Range ~~reliability.~~Resources ~~The~~Corporation ~~project~~(Range isResources) ~~supported~~and byother ~~new~~producers. ~~long-term~~The ~~firm~~Company ~~capacity~~has ~~commitments~~seen ofand ~~330~~expects ~~MMcf~~that ~~per~~it ~~day,~~will ascontinue ~~well~~to assee anthe ~~extension~~benefits of ~~approximately 1.0 Bcf per day of existing contracted mainline capacity for EQT. OVCX is designed~~ return-to-pad ~~meet~~drilling ~~growing~~and ~~demand~~system inintegrations ~~key markets~~ in ~~the~~2024, ~~mid-continent~~ and ~~gulf~~estimates ~~coast~~gathering ~~through~~capital ~~existing~~expenditures ~~interconnects~~required ~~with~~to ~~long-haul~~maintain ~~pipelines~~flat ingathered ~~Clarington,~~volumes ~~Ohio.~~in Ona ~~January~~given ~~20,~~year ~~2023,~~would ~~the~~be ~~FERC~~between ~~issued~~approximately ~~the~~$200 million ~~Final~~and ~~Environmental~~$250 million ~~Impact~~for ~~Statement~~ 2024.

31The 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 Eastern Gas 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 expects EQT's Hammerhead pipeline long-term firm capacity commitments to commence in conjunction with full MVP in-service (specifically on the first day of the month immediately following the date MVP receives FERC authorization to commence service and is able to provide the applicable service level) and the Company is focused on obtaining additional firm capacity commitments and/or additional interruptible volumes for the Hammerhead pipeline. During the first quarter of 2024, the Company provided firm and interruptible gathered volumes on Hammerhead of approximately $6.0 million. The Company expects

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~~for~~interruptible ~~the~~volumes ~~project.~~from ~~On June 15, 2023,~~ the ~~FERC~~Company's ~~issued~~Hammerhead ~~the~~Gathering ~~Certificate~~agreement ofwith ~~Public~~EQT ~~Convenience~~to ~~and~~continue ~~Necessity~~up ~~for OVCX. On July 31, 2023, the FERC issued the Notice~~ to ~~Proceed and~~ the ~~Company~~full ~~commenced~~commercial ~~construction during the third quarter. The Company is targeting the incremental capacity to be~~ in-service ~~during~~date ~~the first half~~ of ~~2024. The Company expects to invest approximately $160 million in~~ the ~~project,~~Hammerhead ~~including~~pipeline ~~approximately~~when ~~$60 million in 2023. The OVCX project, as well as the Company~~EQT's ~~recent~~firm ~~successful~~commitments ~~open~~will season for the available transmission capacity that was the subject of the one-time transmission customer's contract buyout during the first quarter of 2023, is consistent with the Company's ongoing efforts to optimize existing assets and achieve capital efficiencycommence.

The ~~EEP~~Company isalso ~~one~~has ofan ~~the~~agreement ~~Company's~~with ~~transmission~~a ~~projects~~producer ~~and~~customer ~~is designed~~ to ~~provide~~install ~~north-to-south~~approximately ~~capacity on the mainline Equitrans~~32,000 ~~L.P.~~horsepower ~~system,~~booster ~~including~~compression ~~primarily for deliveries~~ to ~~the~~existing ~~MVP~~facilities. ~~A portion of the EEP commenced operations with interruptible service in the third quarter of 2019.~~ The ~~EEP~~project ~~provides~~is ~~capacity~~backed ofby ~~approximately~~a ~~600~~long-term ~~MMcf~~firm ~~per~~commitment ~~day~~ and ~~offers~~was ~~access~~placed ~~to several markets through interconnects with Texas Eastern Transmission, Eastern Gas Transmission and Columbia Gas Transmission. In connection with MVP full~~ in -service, ~~firm~~in ~~transportation~~late ~~agreements~~February ~~for 550 MMcf per day of capacity will commence under 20-year terms~~2024.

•~~MVP~~Transmission ~~Southgate Project~~Projects. InDuring ~~April~~the ~~2018~~three months ended March 31, 2024, the ~~MVP~~Company ~~Joint~~invested ~~Venture~~approximately ~~announced~~$17.7 million in transmission projects. For 2024, the ~~MVP~~Company ~~Southgate~~expects ~~project~~to invest approximately $70 million to $80 million in transmission projects, ~~which~~including isapproximately a$40 million ~~contemplated~~for ~~interstate~~the ~~pipeline~~Company's ~~that~~Ohio ~~was~~Valley ~~approved~~Connector byexpansion project (OVCX). The Company expects OVCX will increase deliverability on the ~~FERC~~Company's toexisting ~~extend~~Ohio Valley Connector pipeline (OVC) by approximately 75350 ~~miles~~MMcf ~~from~~per ~~the~~day, ~~MVP~~create atnew ~~Pittsylvania~~receipt ~~County~~and delivery transportation paths, ~~Virginia~~and toenhance long-term reliability. The project is primarily supported by new ~~delivery~~long-term ~~points~~firm incapacity ~~Rockingham~~commitments ~~and~~of ~~Alamance~~330 ~~Counties~~MMcf per day, ~~North~~as ~~Carolina~~well as an extension of approximately 1.0 ~~The~~Bcf ~~Company~~per day of existing contracted mainline capacity for EQT. OVCX is ~~expected~~designed to ~~operate~~meet ~~the~~growing ~~MVP~~demand ~~Southgate~~in ~~project~~key markets in the mid-continent and ~~owned~~gulf acoast ~~47.2%~~through ~~interest~~existing interconnects with long-haul pipelines in Clarington, Ohio. On January 20, 2023, the ~~MVP~~FERC ~~Southgate~~issued the Final Environmental Impact Statement for the project. asOn June 15, 2023, the FERC issued the Certificate of ~~September 30~~Public Convenience and Necessity for OVCX. On July 31, 2023, the FERC issued the Notice to Proceed and the Company commenced construction during the third quarter of 2023. ~~The~~OVCX ~~MVP~~began ~~Southgate~~providing ~~project~~interim service to shippers on April 1, as2024, ~~originally~~and ~~designed~~the Company expects full in-service to occur on May 1, ~~was~~2024. ~~estimated~~The Company expects to ~~cost~~invest a total of approximately $~~450~~160 million in the project, with the majority of the total investment for the project expected to ~~$500 million~~be completed in 2024. The OVCX project, aas ~~portion~~well as the Company's successful open season in 2023 for the available transmission capacity that was subject of ~~which~~the one-time transmission customer's contract buyout during the first quarter of 2023, is consistent with the Company's ~~expected~~ongoing efforts to ~~fund~~optimize existing assets and achieve capital efficiency.

The ~~MVP~~Company's ~~Joint~~EEP ~~Venture~~project ~~submitted~~is ~~the~~designed ~~MVP~~to ~~Southgate~~provide ~~certificate~~north-to-south ~~application~~capacity toon the ~~FERC~~mainline inEquitrans, ~~November 2018~~L.P. ~~In June 2020~~system, ~~the~~including ~~FERC~~primarily ~~issued~~for ~~the~~deliveries ~~Certificate~~to ~~of Public Convenience and Necessity (MVP Southgate Certificate) for~~ the MVP. ~~Southgate;~~A ~~however,~~portion ~~the~~of ~~FERC, while authorizing~~ the ~~project,~~EEP ~~directed~~commenced ~~the~~operations ~~Office of Energy Projects not to issue a notice to proceed~~ with ~~construction~~interruptible ~~until~~service ~~necessary~~in ~~federal permits are received for~~ the ~~MVP~~third ~~project~~quarter ~~and~~of ~~the~~2019. ~~Director~~The ofEEP ~~the~~provides ~~Office~~capacity of ~~Energy~~approximately ~~Projects~~600 ~~lifts~~MMcf ~~the~~per ~~stop~~day ~~work order~~ and ~~authorizes~~offers ~~the~~access ~~MVP Joint Venture~~ to ~~continue~~several ~~constructing~~markets ~~the~~through ~~MVP~~interconnects ~~project.~~with ~~The~~Texas ~~FERC~~Eastern ~~conditioned~~Transmission, ~~its~~Eastern ~~authorization~~Gas onTransmission ~~the MVP Southgate project being built~~ and ~~made~~Columbia ~~available~~Gas ~~for service by June 18, 2023~~Transmission. OnThe ~~June~~Company ~~15,~~expects ~~2023,~~ the ~~MVP~~20-year ~~Joint~~term ~~Venture~~firm ~~filed~~transportation aagreements ~~request~~for ~~with~~550 ~~the~~MMcf ~~FERC~~per ~~for~~day ~~an extension~~ of ~~time~~capacity to ~~June~~commence ~~18, 2026 to complete the MVP Southgate. The public comment period~~ in ~~respect~~connection ~~of such request ended July 24, 2023,~~ with ~~various~~MVP ~~parties~~full ~~commenting on the request, and the request is pending. In addition, there have been certain other litigation and regulatory~~in-~~related~~service ~~delays~~(specifically ~~affecting completion of the MVP Southgate project, including~~ on ~~August 11, 2020,~~ the ~~North~~first ~~Carolina~~day ~~Department~~ of ~~Environmental Quality denied~~ the ~~MVP~~month ~~Southgate~~immediately ~~project's~~following ~~application~~both ~~for~~EEP ~~a Clean Water Act Section 401 Individual Water Quality Certification~~ and ~~Jordan~~MVP ~~Lake~~receiving ~~Riparian~~FERC ~~Buffer~~authorization ~~Authorization due~~ to ~~then~~commence ~~existing~~service ~~legal~~ and ~~regulatory~~are ~~uncertainty~~able ~~surrounding~~to ~~the~~provide ~~completion of~~ the ~~MVP~~applicable ~~project,~~service ~~which denial was reissued in April 2021 following an appellate proceeding~~levels). On December 3, 2021, the Virginia State Air Pollution Control Board denied the permit for the MVP Southgate project’s Lambert compressor station, which decision the MVP Joint Venture initially appealed before withdrawing its request to review the denial.

~~The~~ •MVP ~~Joint~~Southgate ~~Venture~~Project. ~~continues~~In toDecember ~~engage~~2023, ~~with~~the ~~Dominion~~MVP ~~Energy~~Joint ~~North~~Venture ~~Carolina~~announced ~~and~~an aamended ~~prospective~~MVP ~~customer~~Southgate ~~regarding~~project ~~refining~~in lieu of the ~~MVP~~original ~~Southgate~~project. The amended project’s ~~design,~~would ~~scope~~extend ~~and/or~~approximately ~~timing~~31 ~~for~~miles from the ~~benefit~~terminus of ~~such~~the ~~customers~~MVP in ~~lieu~~Pittsylvania ofCounty, ~~pursuing~~Virginia ~~the~~to ~~project~~planned asnew ~~originally~~delivery ~~contemplated.~~points ~~Dominion~~in ~~Energy~~Rockingham County, North Carolina’s ~~obligations~~using ~~under~~30-inch ~~the~~diameter pipe. The MVP Joint Venture has entered into precedent ~~agreement~~agreements inwith ~~support~~each of ~~the~~Public ~~original~~Service ~~project~~Company ~~are~~of ~~subject~~North toCarolina, ~~certain~~Inc. ~~conditions~~and Duke Energy Carolinas, ~~including~~LLC, ~~among~~which ~~others,~~precedent ~~that~~agreements contemplate the ~~MVP~~amended ~~Joint~~project ~~Venture~~and, ~~will~~among ~~have~~other ~~completed~~things, ~~construction~~describe ofcertain conditions precedent to the ~~project~~parties' ~~facilities~~respective byobligations ~~December~~regarding ~~31,~~MVP ~~2023~~Southgate. The Company is ~~unable~~expected to ~~ensure~~operate the ~~results~~MVP ofSouthgate ~~the~~project ~~continued~~and ~~engagement~~owned ~~between~~a 47.2% interest in the MVP Southgate project as of March 31, 2024. The MVP Joint Venture ~~and~~completed ~~Dominion~~an ~~Energy~~open ~~North~~season ~~Carolina~~for ~~and~~ the ~~other~~MVP ~~prospective~~Southgate ~~customer~~project in February 2024, ~~including~~and ~~the~~believes ~~ultimate~~it ~~design,~~has substantially finalized the project scope, ~~timing,~~as ~~undertaking~~described orabove. The targeted completion oftiming for the project is June 2028.

~~•Water~~The ~~Operations.~~FERC ~~During~~previously ~~the~~conditioned ~~nine~~its ~~months~~authorization ~~ended~~on ~~September~~MVP ~~30,~~Southgate ~~2023,~~being ~~the~~built ~~Company~~and ~~invested~~made ~~approximately~~available ~~$31.8 million~~for inservice ~~its~~by ~~water~~June ~~infrastructure~~18, ~~primarily~~2023. toOn ~~continue~~June to15, ~~construct~~2023, the ~~initial~~MVP ~~mixed-use~~Joint ~~water~~Venture ~~system~~filed ~~buildout.~~a ~~The~~request ~~Company~~with ~~placed portions of~~ the ~~initial~~FERC ~~mixed-use~~for ~~water~~an ~~system~~extension inof ~~service~~time ~~during~~to ~~2022~~June ~~and~~18, ~~its~~2026, ~~second~~to ~~above~~complete ~~ground~~MVP ~~water storage facility into service in July 2023~~Southgate, which ~~brings~~the ~~its~~FERC ~~total~~granted ~~water~~on ~~storage~~December ~~capacity to 350~~19,~~000~~ ~~barrels~~2023. ~~The~~Project ~~backbone~~opponents offiled ~~the~~a ~~mixed-use~~request ~~water~~for ~~system~~rehearing isof ~~expected~~the toFERC's beDecember ~~substantially~~19, ~~completed in~~ 2023 order. InOn ~~May~~February ~~2023~~20, 2024, the ~~Company~~FERC ~~executed~~denied anthe ~~agreement~~rehearing ~~with~~request, aand ~~producer~~on ~~customer~~April to25, ~~provide~~2024, ~~fresh~~the ~~and~~FERC ~~mixed~~issued ~~use~~an ~~water~~additional ~~delivery~~order ~~service.~~addressing ~~The~~the ~~Company~~arguments ~~expects~~raised toon ~~invest~~rehearing. ~~approximately~~On ~~$30 million~~April 22, ~~primarily~~2024, ~~across~~project ~~2023~~opponents ~~and~~filed ~~2024,~~a topetition ~~complete~~with the ~~project~~U.S. ~~build~~Court ~~out.~~of ~~The~~Appeals ~~10-year~~for ~~agreement~~the isD.C. ~~backed~~Circuit bychallenging athe ~~minimum~~FERC's ~~volume~~December ~~commitment~~19, 2023 order. ~~For~~The ~~2023,~~MVP ~~the~~Joint ~~Company~~Venture ~~expects~~is toevaluating ~~invest~~the ~~approximately~~permitting ~~$45 million,~~and ~~primarily~~regulatory ~~related~~roadmap tofor the ~~continued~~project, ~~construction~~including ofrequesting ~~its~~an ~~mixed-use~~updated ~~water~~completion ~~system~~due ~~buildout~~date.

~~See~~•Water ~~further~~Operations. ~~discussion~~During ofthe ~~capital~~three ~~expenditures~~months ended March 31, 2024, the Company invested approximately $10.0 million in its water infrastructure, primarily to continue to construct the ~~"Capital~~initial ~~Requirements"~~mixed-use ~~section~~water ~~below~~system buildout. During 2023, the Company completed the majority of the main trunkline pipelines on the mixed water system, including a pipeline that connects its two mixed water storage facilities. In May 2023, the Company executed a 10-year agreement backed by a minimum volume commitment with a producer customer to provide fresh and mixed-use

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~~EQT~~water ~~Global~~delivery ~~GGA.~~service ~~On February 26, 2020 (the EQT Global GGA Effective Date), the Company entered into a Gas Gathering~~ and ~~Compression~~during ~~Agreement (as subsequently amended,~~ the ~~EQT~~first ~~Global~~quarter ~~GGA) with EQT and certain affiliates~~ of ~~EQT~~2024, ~~for~~ the ~~provision by the~~ Company ofcompleted ~~certain gas gathering services to EQT in the Marcellus~~ and ~~Utica~~placed ~~Shales~~into of Pennsylvania and West Virginia. The EQT Global GGA is intended to, among other things, incentivize combo and return-to-pad drilling by EQT. Pursuant to the EQT Global GGA, EQT is subject to an initial annual MVC of 3.0 Bcf per day that gradually steps up to 4.0 Bcf per day through December 2031 following the full in-service ~~date of the MVP (should it be placed in-service) and the dedication of~~ a ~~substantial~~permanent ~~majority~~mixed ofwater ~~EQT's~~pipeline ~~core~~extending ~~acreage in southwestern Pennsylvania and West Virginia. The EQT Global GGA runs~~ from ~~the~~its ~~EQT~~mixed-use ~~Global~~water ~~GGA~~system ~~Effective Date through December 31, 2035, and will renew annually thereafter unless terminated by EQT or the Company pursuant~~ to ~~its~~such ~~terms~~producer customer. ~~Pursuant~~For ~~to the EQT Global GGA~~2024, the Company ~~has~~expects ~~certain obligations~~ to ~~build~~invest ~~connections~~approximately to$25 million ~~connect EQT wells~~ to ~~its~~$35 million ~~gathering system, which are subject to limitations, including geographical~~ in ~~relation~~its towater ~~the dedicated area~~operations, asprimarily ~~well as the distance of such connections to the Company's then-existing gathering system, which have provided and could further provide capital efficiencies to EQM. In addition to the fees~~ related to ~~gathering services,~~ the ~~EQT~~continued ~~Global~~construction ~~GGA provides for potential cash bonus payments payable by EQT to the Company during the period beginning on the first day~~ of ~~the~~its ~~calendar quarter in which the MVP full in~~mixed-~~service~~use ~~date~~water ~~occurs~~system ~~through the calendar quarter ending December 31, 2024 (the Henry Hub cash bonus payment provision)~~buildout. ~~The potential cash bonus payments are conditioned upon the quarterly average of certain Henry Hub natural gas prices exceeding certain price thresholds.~~

~~Under~~See ~~the~~further ~~EQT~~discussion ~~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~~capital ~~contract.~~expenditures ~~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~~"Capital ~~obligation~~Requirements" ~~has~~section ~~been satisfied~~below. 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. 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 have been in the past, and in the future could be, affected by changes in the potential timing of the full in-service date of the MVP.

~~Under the~~ EQT Global GGA,. ~~the~~On ~~gathering~~February ~~MVC~~26, ~~fees periodically decline through January 1~~2020, ~~2028 (with~~ the ~~fees~~Company ~~then~~entered ~~remaining~~into ~~fixed~~a ~~throughout~~Gas ~~the~~Gathering ~~remaining~~and ~~term),~~Compression ~~including~~Agreement if(as ~~MVP~~subsequently ~~would not achieve full in-service. Before January 1~~amended, ~~2026, beginning~~ the ~~first~~EQT ~~day~~Global ofGGA) ~~the~~with ~~quarter~~EQT inand ~~which~~certain ~~the~~affiliates ~~full in-service date~~ of ~~the MVP occurs under the~~ EQT ~~Global~~for ~~GGA,~~ the ~~gathering~~provision ~~MVC fees payable~~ by ~~EQT to~~ the Company ~~are~~of ~~subject to more significant potential declines for~~ certain ~~contract~~gas ~~years~~gathering asservices ~~set forth in the EQT Global GGA, which, prior~~ to EQT's. ~~exercise~~Certain ofMVC ~~the~~step ~~EQT Cash Option (defined below)~~ups, ~~provided~~more ~~for~~significant ~~estimated~~gathering ~~aggregate~~MVC fee ~~relief of up to approximately $270 million in the first twelve-month period~~declines, ~~up to approximately $230 million in the second twelve-month period~~ and uppotential toHenry ~~approximately~~Hub ~~$35 million~~cash inbonus ~~the~~payments ~~third twelve-month period. Given that the MVP full in-service date did not occur by January 1, 2022, on July 8, 2022, EQT irrevocably elected~~ under the EQT Global GGA toare ~~forgo up~~ to ~~approximately~~commence ~~$145 million~~beginning ofon the ~~potential gathering MVC fee relief in such~~ first ~~twelve-month~~day ~~period and up to approximately $90 million~~ of the ~~potential~~calendar ~~gathering~~quarter ~~MVC fee relief~~ in ~~such~~which ~~second~~MVP ~~twelve~~long-~~month~~term ~~period~~firm incapacity ~~exchange~~obligations ~~for~~become ~~a cash payment from the Company to EQT in the amount of approximately $195~~effective.~~8 million~~ ~~(the EQT Cash Option).~~ As aMVP ~~result~~long-term offirm ~~EQT~~capacity ~~exercising~~obligations ~~the~~are ~~EQT~~to ~~Cash~~begin ~~Option~~on ~~(and payment by~~ the ~~Company~~first ~~thereof),~~day ~~the~~of ~~maximum aggregate potential fee relief applicable under~~ the ~~EQT Global GGA in such first twelve-~~month ~~period~~immediately ~~and~~following ~~such~~the ~~second~~date ~~twelve-month~~MVP ~~period~~receives ~~was~~FERC ~~reduced~~authorization to becommence upservice ~~to approximately $125 million~~ and ~~$140 million,~~is ~~respectively.~~able ~~The gathering MVC fees and potential declines are subject~~ to ~~certain~~provide ~~provisions~~the ~~related~~applicable toservice ~~inflation~~level, ~~adjustment in accordance with~~ the ~~terms~~MVC ofstep ~~the~~ups, ~~EQT~~fee ~~Global GGA~~declines, ~~including~~and ifHenry ~~MVP~~Hub ~~would~~payments ~~not~~under ~~achieve full in-service. Additionally,~~ the EQT Global GGA ~~provides~~may ~~for~~take aeffect ~~fee~~retroactively ~~credit~~ to the ~~gathering~~beginning ~~rate~~of ~~for~~a ~~certain~~calendar ~~gathered~~quarter ~~volumes~~or ~~that~~at ~~also~~the ~~receive~~beginning ~~separate~~of ~~transmission~~the ~~services~~following ~~under certain transmission contracts~~quarter.

Based on the Henry Hub natural gas forward strip prices as of October 27, 2023 and the terms of the Henry Hub cash bonus payment provision, any further delays in the full in-service date for the MVP project and, if applicable, corresponding changes to probability-weighted assumptions regarding the project completion could decrease the estimated fair value of the derivative asset attributable to the Henry Hub cash bonus payment provision, and such decrease may be substantial and ultimately be reduced to zero. For a discussion of the potential effect of hypothetical changes to the NYMEX Henry Hub natural gas future prices on the estimated fair value of the derivative asset attributable to the Henry Hub cash bonus payment provision, see "Commodity Price Risk" in Part I, "Item 3. Quantitative and Qualitative Disclosures About Market Risk" of this Quarterly Report on Form 10-Q. Changes in estimated fair value are recognized in other income, net, on the Company’s statements of consolidated comprehensive income.

2021 Water Services Agreement. On October 22, 2021, the Company and EQT entered into a new 10-year, mixed-use water services agreement covering operations within a dedicated area in southwestern Pennsylvania. The 2021 Water Services

Agreement became effective on March 1, 2022. Pursuant to the 2021 Water Services Agreement, EQT has agreed to pay the Company a minimum ARC for water services equal to $40 million in each of the first five years of the 10-year contract term and equal to $35 million per year for the remaining five years of the contract term.

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For a discussion of the Company's commercial relationship with EQT and related considerations, including risk factors, see Part I, "Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2022. For further discussion of the MVP project, see "Outlook" above and Part II, "Item 1. Legal Proceedings" of this Quarterly Report on Form 10-Q.

Potential Future Impairments. 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 investment (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 (or recommencement, as applicable) of operations and timing thereof (if at all), 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 its equity method investment, that such investment has 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 method investment's fair values are reasonable and appropriate as of September 30, 2023; however, assumptions and estimates are inherently subject to significant business, economic, competitive, regulatory, judicial, construction 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. When estimating the fair value of its equity method investment, the Company utilizes an income approach under which significant judgments and assumptions, including the discount rate and probability-weighted scenarios, are sensitive to change. The Company also continues to monitor the progress of the MVP project and to monitor the MVP Southgate project. Future adverse developments, as well as potential macroeconomic factors, including other than temporary market fluctuations, changes in interest rates, cost increases and other unanticipated events, could require that the Company further 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 value of its equity method investment in the MVP Joint Venture, which could result in an other-than-temporary decline in value, resulting in an incremental impairment of that investment. While macroeconomic factors in and of themselves may not be a direct indicator of impairment, should an impairment indicator be identified in the future, macroeconomic factors such as changes in interest rates could ultimately impact the size and scope of any potential impairment. The Company cannot predict the likelihood or magnitude of any future impairment. See “Impairments of our assets, including property, plant, and equipment, intangible assets, goodwill and our equity method investment in the MVP Joint Venture, previously have significantly reduced our earnings, and additional impairments could further reduce our earnings.” included in Part I, “Item 1A. Risk Factors" and the Company's discussion of "Critical Accounting Estimates" included in "Outlook" in Part II, "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," each in the Company's Annual Report on Form 10-K for the year ended December 31, 2022.

For a discussion of capital expenditures, see "Capital Requirements" under "Capital Resources and Liquidity" 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 distributions, when declared, and to satisfy any indebtedness obligations. Additionally, the Company or its affiliates may, at any time and from time to time, seek to retire or purchase outstanding debt through cash purchases and/or exchanges for equity or debt, in open-market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will be upon such terms and at such prices as the Company may determine, and will depend on prevailing market conditions, the Company's other liquidity requirements, contractual restrictions and other factors and the amounts involved may be material. The Company's ability to meet these liquidity requirements depends on the Company's cash flow from operations, the continued ability of the Company to borrow under its subsidiaries' credit facilities and the Company's ability to raise capital in banking and capital markets. We believe that our cash on hand, future cash generated from operations and future cash received from potential distributions from the MVP Joint Venture, together with available borrowing capacity under our subsidiaries' credit facilities and our access to banking and capital markets, will provide adequate resources to fund our short-term and long-term capital, operating and financing needs. However, cash flow, available borrowing capacity and capital raising activities may be affected by prevailing economic conditions in the natural gas industry and other financial and business factors, including factors discussed in Part I, "“Item 1A. Risk Factors"” in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023 (~~such~~for asexample, ~~those~~see ~~market~~“If ~~forces~~we, ~~discussed~~our insubsidiaries ~~“Our~~or ~~business~~our isjoint ~~subject~~ventures are unable to ~~climate~~obtain ~~change-related~~needed ~~transitional~~capital ~~risks~~or ~~(including~~financing ~~evolving~~on ~~climate-focused~~satisfactory ~~regulation~~terms, our ability to execute our business strategy and ~~climate~~pay ~~change-driven~~dividends ~~trends~~to ~~emphasizing~~our shareholders may be diminished. Additionally, financing ~~non-fossil~~transactions ~~fuel~~may ~~businesses~~increase our financial leverage or could cause dilution to our shareholders.”) and ~~prompting~~factors ~~pursuit~~discussed ofin ~~emissions~~Part ~~reductions~~II, ~~lower~~“Item 1A. Risk Factors” in this Quarterly Report on Form 10-~~carbon~~Q, ~~technologies~~some ~~and~~of ~~alternative~~which ~~forms~~are beyond the Company's control. The Company's available sources of ~~energy)~~liquidity include cash from operations, cash on hand, borrowings under its subsidiaries' revolving credit facilities, issuances of additional debt and ~~physical~~issuances ~~risks~~of additional equity securities. Taking into account the maximum Consolidated Leverage Ratio applicable under the Amended EQM Credit Facility that, as of March 31, 2024, could not exceed 6.00 to 1.00, EQM had the ability to borrow approximately $0.2 billion under the Amended EQM Credit Facility as of March 31, 2024. See Note 6 to the consolidated financial statements for further information regarding the Amended EQM Credit Facility. See also "Our subsidiaries’ significant indebtedness, and any future indebtedness, as well as the restrictions under our subsidiaries’ debt agreements, could adversely affect our operating flexibility, business, financial condition, results of operations, liquidity and ability to pay dividends to our shareholders." included in Part I, "Item 1A. Risk Factors" of the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

34See “Security Ratings” below for a discussion of EQM’s credit ratings during 2024. Based on EQM's credit rating levels, EQM has delivered credit support to the MVP Joint Venture in the form of a letter of credit, which is for MVP project, and was in the amount of approximately $104.7 million as of March 31, 2024. The letter of credit with respect to the MVP project is expected to be further reduced as the Company contributes capital to fund MVP Holdco's remaining proportionate share of the construction budget, subject to a minimum-required level to be maintained through in-service of the MVP project. See "A further downgrade of EQM’s credit ratings could impact our liquidity, access to capital, and costs of doing business." included in Part I, "Item 1A. Risk Factors" in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

The following table is a summary of the cash flows by activity for the three months ended March 31, 2024 and 2023, respectively.

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significantly increase our operating expenses and capital costs, adversely affect our customers’ development plans, and reduce demand for our products and services."), 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. The amount the Company is able to borrow under the Amended EQM Credit Facility is bounded by a maximum Consolidated Leverage Ratio. Effective as of the MVP Mobilization Effective Date, as defined in the Amended EQM Credit Facility, the maximum Consolidated Leverage Ratio permitted with respect to the fiscal quarter ending December 31, 2023 and the end of each of EQM’s three consecutive fiscal quarters thereafter is 5.85 to 1.00, with the then-applicable ratio being tested as of the end of each fiscal quarter. As of the MVP Mobilization Effective Date, as defined in the Amended EQM Credit Facility, EQM expects to have the ability to borrow approximately $0.6 billion under the Amended EQM Credit Facility. See Note 6 for further information regarding the Amended EQM Credit Facility. See also "Our subsidiaries’ significant indebtedness, and any future indebtedness, as well as the restrictions under our subsidiaries’ debt agreements, could adversely affect our operating flexibility, business, financial condition, results of operations, liquidity and ability to pay dividends to our shareholders." included in Part I, "Item 1A. Risk Factors" of the Company's Annual Report on Form 10-K for the year ended December 31, 2022.


	Three Months Ended March 31,
	2024		2023
	(Thousands)
Cash flows
Net cash provided by operating activities	$	177,491	$	224,720
Net cash used in investing activities	(506,400)		(108,724)
Net cash provided by (used in) financing activities	121,319		(131,398)
Net decrease in cash and cash equivalents	$	(207,590)	$	(15,402)

See “Security Ratings” below for a discussion of EQM’s credit ratings during 2023. Based on EQM's credit rating levels, EQM has delivered credit support to the MVP Joint Venture in the form of a letter of credit, which is for the MVP project, and was in the amount of approximately $219.7 million as of September 30, 2023, which is subject to adjustment based on the applicable construction budget. See Note 4 for further information. See "A further downgrade of EQM’s credit ratings, which are determined by independent third parties, could impact our liquidity, access to capital, and costs of doing business." included in Part I, "Item 1A. Risk Factors" in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

The following table is a summary of the cash flows by activity for the nine months ended September 30, 2023 and 2022, respectively.

	Nine Months Ended September 30,
	2023		2022
	(Thousands)
Cash flows
Net cash provided by operating activities	$	724,860	$	746,539
Net cash used in investing activities	(555,587)		(427,177)
Net cash used in financing activities	(56,562)		(405,956)
Net increase (decrease) in cash and cash equivalents	$	112,711	$	(86,594)

Operating Activities

Net cash flows provided by operating activities decreased approximately $2147.72 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 as compared to the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023. The decrease was primarily ~~driven~~due byto ~~higher interest payments and~~ the timing of ~~other~~ working capital ~~receipts~~payments and ~~payments~~receipts.

Investing Activities

Net cash flows used in investing activities increased by approximately $~~128~~397.47 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 as compared to the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023. The increase was primarily due to an increase in capital contributions to the MVP Joint Venture. As construction of the MVP project continues, through completion of the project, the Company expects higher investing cash outflows as a result of higher capital contributions to the MVP Joint Venture. See “Capital Requirements” below for a discussion of forecasted ~~2023~~2024 capital expenditures and capital contributions to the MVP Joint Venture.

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Financing Activities

Net cash flows provided by (used in) financing activities ~~decreased~~increased by $~~349~~252.47 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 as compared to the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023. For the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, the primary ~~uses~~sources of financing cash flows were ~~repayments~~proceeds onfrom ~~borrowings under~~ the ~~revolving~~issuance ~~credit facilities, the payments~~ of ~~dividends to shareholders,~~ the ~~redemption~~2024 ofSenior ~~the 2023~~ Notes and ~~distributions~~borrowings ~~paid~~under tothe ~~noncontrolling~~revolving ~~interest~~credit facilities, while the primary ~~source~~uses of financing cash flows were repayments on borrowings under the revolving credit facilities, the payments of dividends to shareholders and distributions paid to noncontrolling interest. For the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, the primary uses of financing cash flows were ~~the purchase of certain tranches of EQM's outstanding long-term indebtedness pursuant to the 2022 Tender Offers and an open market purchase,~~ repayments on borrowings under the revolving credit facilities, ~~and~~ the payments of dividends to shareholders and distributions paid to noncontrolling interest, while the primary source of financing cash flows ~~were~~was ~~the issuance of the 2022 Senior Notes and~~ borrowings under the revolving credit facilities. As construction of the MVP project continues, through the completion of the project, the Company expects higher financing cash flows as a result of higher borrowings under its 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.

Capital expenditures in ~~2023~~2024 are expected to be approximately $~~380~~330 million to $~~410~~400 million (including approximately $15 million attributable to the noncontrolling interest in Eureka Midstream). ~~The~~Given the Company's ~~expects~~expectation to ~~make~~complete ~~total~~construction ~~capital~~and ~~contributions~~final tocommissioning of the ~~MVP~~pipeline ~~Joint~~on ~~Venture~~or inabout ~~2023~~May 31, 2024 and its estimate of total project cost of approximately $~~725~~7.85 ~~million~~billion to(including ~~$745 million~~contingency ~~primarily~~and ~~related~~excluding AFUDC), the Company expects to ~~forward~~make ~~construction~~total ofcapital contributions to the MVP ~~project~~Joint Venture in 2024 of approximately $700 million. Capital contributions payable to the MVP Joint Venture are accrued upon the issuance of a capital call by the MVP Joint Venture. The Company's short-term and long-term capital investments may vary significantly from period to period based on the available investment opportunities, the timing of the construction of the MVP and other projects, and maintenance needs. The Company expects to fund short-term and long-term capital expenditures and capital contributions primarily through cash on hand, cash generated from operations, available borrowings under its subsidiaries' credit facilities and its access to banking and capital markets.

Credit Facility Borrowings

See Note 6 for a discussion of the Amended EQM Credit Facility and the 2021 Eureka Credit Facility.

Security Ratings

EQM Senior Notes

Rating Service

Rating

Outlook

Moody's

Ba3

Stable

S&P

BB-

Negative

Fitch

N/A

On August 29, 2023, Fitch affirmed EQM's credit rating on Rating Watch Positive. EQM's credit ratings are subject to revision or withdrawal at any time by the assigning rating organization, and each rating should be evaluated independently of any other rating. The Company cannot ensure that a rating will remain in effect for any given period of time or that a rating will not be lowered or withdrawn entirely by a credit rating agency if, in its judgment, circumstances so warrant. If any credit rating agency downgrades or withdraws EQM's ratings, including for reasons relating to the MVP project (such as delays affecting the MVP project or increases in such project’s targeted 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, depending on contractual provisions in effect at such time, be required to provide additional credit assurances (the amount of which may be substantial) and the potential pool of investors and funding sources may decrease. In order to be considered investment grade, a company must be rated Baa3 or higher by Moody's, BBB- or higher by S&P, or BBB- or higher by Fitch. All of EQM's credit ratings are considered non-investment grade.

Commitments and Contingencies

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The table below sets forth the credit ratings for EQM's debt instruments at March 31, 2024.

incurred. The Company establishes reserves whenever it believes it to be appropriate for pending matters. Furthermore, after consultation with counsel and considering the availability, if any, of insurance, the Company believes, although no assurance can be given, that the ultimate outcome of any matter currently pending against it or any of its consolidated subsidiaries will not materially adversely affect its business, financial condition, results of operations, liquidity or ability to pay dividends to its shareholders.

EQM Senior Notes

Rating Service

Rating

Outlook

Moody's

Ba3

N/A

S&P

BB-

N/A

Fitch

N/A

~~See~~In ~~"The~~light ~~regulatory~~of ~~approval~~the ~~process~~proposed ~~for~~EQT ~~the~~Transaction, ~~construction~~on ofMarch ~~new~~11, ~~midstream~~2024, ~~assets~~Moody's isplaced ~~very~~EQM's ~~challenging,~~credit ~~has~~rating ~~significantly~~on ~~increased~~Review ~~costs~~for Upgrade and ~~delayed~~on ~~then-targeted~~March ~~in-service~~12, ~~dates~~2024, ~~and~~S&P ~~decisions~~placed byEQM’s ~~regulatory~~credit ~~and~~rating ~~judicial~~on ~~authorities~~Credit inWatch ~~pending~~Developing. orOn ~~potential~~February ~~proceedings~~21, ~~particularly~~2024, ~~with~~Fitch ~~respect~~removed tothe ~~litigation~~Rating inWatch ~~the~~Positive ~~Fourth~~and ~~Circuit~~assigned ~~regarding~~a ~~MVP,~~Stable ~~are~~Outlook ~~likely~~for toEQM ~~impact~~as ~~our~~a orresult of the ~~MVP~~then-proposed ~~Joint~~2024 ~~Venture's~~Senior ~~ability~~Notes tooffering ~~obtain~~and orsubsequently, ~~maintain~~on March 13, 2024, in ~~effect~~light ~~all~~of ~~approvals~~the ~~and~~proposed ~~authorizations~~EQT ~~necessary~~Transaction, toFitch ~~complete~~placed ~~certain~~EQM's ~~projects~~credit inrating aon ~~timely~~Rating ~~manner~~Watch orPositive. atEQM's ~~all~~credit orratings ~~our~~are ~~ability~~subject to ~~achieve~~revision ~~the~~or ~~expected~~withdrawal ~~investment~~at ~~returns~~any ontime by the ~~projects."~~assigning ~~and~~rating ~~"The~~organization, ~~November~~and ~~2022~~each ~~incident~~rating ~~involving~~should ~~the~~be ~~venting~~evaluated independently of ~~natural~~any ~~gas~~other ~~from~~rating. The Company cannot ensure that a ~~well~~rating atwill ~~Equitrans,~~remain ~~L.P.'s~~in ~~Rager~~effect ~~Mountain~~for ~~natural~~any ~~gas~~given ~~storage~~period ~~facility~~of ~~required~~time or that wea ~~incur~~rating ~~costs~~will ~~and~~not ~~expenses~~be tolowered ~~halt~~or ~~such~~withdrawn ~~venting,~~entirely ~~and~~by ~~investigate~~a ~~and~~credit ~~respond~~rating toagency ~~the~~if, ~~incident~~in its judgment, ~~including~~circumstances ~~undertaking~~so ~~ongoing~~warrant. ~~reviews~~If ofany ~~other~~credit ~~storage~~rating ~~assets.~~agency ~~Activities~~downgrades ~~and~~or ~~investigations~~withdraws ~~responsive~~EQM's toratings, ~~the~~including ~~incident~~for ~~are~~reasons ~~ongoing,~~relating ~~and,~~to ~~consequently,~~the weMVP ~~are~~project ~~incurring~~(such ~~and~~as indelays affecting the ~~future~~MVP weproject ~~expect~~or toincreases ~~incur~~in ~~further~~such ~~costs~~project’s ~~and~~targeted ~~expenses~~costs), ~~whether~~EQM’s ~~resulting~~leverage ~~from~~ or ~~arising~~credit ~~out~~ratings of the ~~incident,~~Company's ~~which could~~customers, ~~depending~~the onCompany's ~~their~~access ~~scope~~to ~~and~~the ~~timing,~~capital ~~materially~~markets ~~adversely~~could ~~affect~~become ~~our~~more ~~business~~challenging, ~~financial~~borrowing ~~condition,~~costs ~~results~~will oflikely ~~operations~~increase, ~~liquidity~~the ~~and~~Company ~~ability~~may, todepending ~~pay~~on ~~dividends~~contractual toprovisions ~~our~~in ~~shareholders."~~effect ~~included~~at insuch ~~Part I~~time, ~~"Item~~be ~~1A.~~required ~~Risk~~to ~~Factors"~~provide ofadditional credit assurances (the ~~Company's~~amount ~~Annual~~of ~~Report~~which onmay ~~Form~~be ~~10-K~~substantial) ~~for~~and the ~~year~~potential ~~ended~~pool ~~December~~of ~~31,~~investors ~~2022.~~and ~~See~~funding ~~also~~sources ~~Part~~may ~~II,~~decrease. ~~"Item~~In 1.order ~~Legal~~to ~~Proceedings"~~be ofconsidered ~~this~~investment ~~Quarterly~~grade, ~~Report~~a oncompany ~~Form~~must ~~10-Q~~be ~~for~~rated aBaa3 ~~discussion~~or ofhigher ~~certain~~by ~~litigation~~Moody's, ~~and~~BBB- ~~regulatory~~or ~~proceedings~~higher by S&P, ~~including~~or ~~related~~BBB- toor ~~the~~higher ~~MVP~~by ~~project~~Fitch. ~~and~~All ~~the~~of ~~Rager~~EQM's ~~Mountain~~credit ~~natural~~ratings ~~gas~~are ~~storage~~considered ~~field~~non-investment ~~incident~~grade.

~~See~~Commitments ~~Note 15 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 for further discussion of the Company's commitments~~ and ~~contingencies.~~Contingencies

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

See Part II, "Item 1. Legal Proceedings" of this Quarterly Report on Form 10-Q for discussion of litigation and regulatory proceedings, including related to the Rager Mountain natural gas storage field incident, and, further relating to that incident, "We have incurred and expect to continue to incur costs and expenses as a result of or arising in relation to the Rager Mountain natural gas storage field incident in November 2022, which has included and may include potential additional regulatory penalties or other sanctions, which could, depending on their scope and timing, materially adversely affect our business, financial condition, results of operations, liquidity and ability to pay dividends to our shareholders." under Part I, "Item 1A. Risk Factors" of the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

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

Dividends

On ~~October 25~~April 22, ~~2023~~2024, the Company's Board of Directors declared cash dividends for the ~~third~~first quarter of ~~2023~~2024 of $0.15 per common share and $0.4873 per Equitrans Midstream Preferred Share to shareholders of record at the close of business on ~~November 3~~May 7, ~~2023~~2024.

Critical Accounting Estimates

The Company's critical accounting policies are described in Part II, "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023. Any new accounting policies or updates to existing accounting policies as a result of new accounting pronouncements have been included in the notes to the Company's consolidated financial statements in Part I, "Item 1. Financial Statements" of this Quarterly Report on Form 10-Q. Preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts in the Company's consolidated financial statements and accompanying notes. The Company's critical accounting policies are considered critical due to the significant judgments and estimates used in the preparation of the Company's consolidated financial statements and the material impact on the results of operations or financial condition. Actual results could differ from those judgments and estimates.

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estimates used in the preparation of the Company's consolidated financial statements and the material impact on the results of operations or financial condition. Actual results could differ from those judgments and estimates.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Except for Commodity Price Risk ~~and Credit Risk~~ described below, information about market risks for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, does not differ materially from that discussed under Part II, "Item 7A." of the Company's Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023, as updated for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024.

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

AsLower ofnatural ~~October~~gas 27prices, ~~2023~~particularly in the Appalachian region, have caused, and may in the ~~natural~~future ~~gas~~cause, ~~forward~~producers ~~price~~such ~~strip~~as ~~reflected~~EQT ~~significantly~~to ~~lower~~determine ~~Henry~~to ~~Hub~~take actions to slow production growth and/or ~~Appalachian~~maintain ~~Basin~~flat ~~natural~~or ~~gas~~reduce ~~prices~~production, ~~for~~which ~~the~~when ~~remainder~~effected ofby ~~2023~~our ~~relative~~producer tocustomers ~~prices~~limits growth in and reduces the ~~fourth~~demand ~~quarter~~for, and usage of, ~~2022~~our services. ~~Lower~~For ~~natural~~instance, ~~gas~~on ~~prices~~March 4, ~~particularly~~2024, EQT in response to the ~~Appalachian~~low ~~region~~natural gas price environment announced its curtailment of approximately one Bcf per day of its gross production, ~~have~~a insignificant portion of which curtailment was realized on the ~~past~~Company's ~~caused~~systems beginning in late February 2024. On April 23, ~~and~~2024, ~~may~~EQT inannounced it assumes curtailments of approximately one Bcf per day of its operated production to continue through May 2024 and acknowledged the potential for future ~~cause,~~curtailments ~~producers~~depending ~~such~~on market conditions. Based on the forward price strip as of April 26, 2024, the curtailments realized on the Company's systems in the first quarter 2024 and EQT's toannouncement, ~~determine~~the toCompany ~~take~~expects ~~actions~~that EQT will continue to ~~slow~~curtail production ~~growth~~on the Company's systems through May 2024 and that EQT and/or ~~maintain~~other ~~flat~~producers orcould ~~reduce~~curtail production further in 2024 or maintain at flat levels, which, ~~when~~depending ~~effected~~on bythe ~~our~~nature ~~producer~~and ~~customers~~duration ~~limits~~of ~~growth~~any insuch orcurtailment ~~may~~and ~~reduce~~systems affected thereby, could have a significant negative effect on the demand for our services, our volumetric-based fee revenue, and ~~usage~~therefore our results of operations, and any such maintenance may limit growth associated with our ~~services~~assets. ~~For~~See ~~instance,~~also “Decreases or a lack of growth in ~~certain~~production ~~periods~~of natural gas in our areas of ~~low~~operation, whether as a result of regional takeaway constraints, producer corporate capital allocation strategies, lower regional natural gas prices, ~~prior~~natural towell ~~2023~~decline, ~~temporary~~and/or ~~production~~other ~~curtailments~~factors, ~~resulted~~have adversely affected, and in the future could adversely affect, our business and operating results and reduce our cash available to pay cash dividends to our shareholders.”, "The lack of diversification of our assets and geographic locations could adversely affect us." and “We generate a substantial majority of our revenues from EQT. Therefore, we are subject to the business and liquidity risks of EQT, and any decrease in EQT's drilling or completion activity (or significant production curtailments) or a shift in such activity away from our ~~volumetric~~assets could adversely affect our business and operating results.”, each included in Part I, "Item 1A. Risk Factors" in the Company's Annual Report on Form 10-~~based~~K for the year ended December 31, 2023.

37Price declines and sustained periods of low natural gas and NGL prices could have an adverse effect on the creditworthiness of the Company's customers and related ability to pay firm reservation fees under long-term contracts and/or affect, as discussed above, activity levels and, accordingly, volumetric-based fees, which could affect the Company’s results of operations, liquidity or financial position. Credit risk and related management is further discussed under “Credit Risk” in Part II, “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

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gathering fee revenues. Based on such forward price strip, the Company perceives continued risk that EQT and/or other producers could curtail production in 2023, which, depending on the nature and duration of any such curtailment, could have a significant negative effect on the demand for our services, our volumetric-based fee revenue, and therefore our results of operations. See also “Decreases or a lack of growth in production of natural gas in our areas of operation, whether as a result of regional takeaway constraints, producer corporate capital allocation strategies, lower regional natural gas prices, natural well decline, and/or other factors, have adversely affected, and in the future could adversely affect, our business and operating results and reduce our cash available to pay cash dividends to our shareholders.”, "The lack of diversification of our assets and geographic locations could adversely affect us." and “We generate a substantial majority of our revenues from EQT. Therefore, we are subject to the business and liquidity risks of EQT, and any decrease in EQT's drilling or completion activity (or significant production curtailments) or a shift in such activity away from our assets could adversely affect our business and operating results. Various factors have affected and may further affect our ability to realize the benefits associated with the EQT Global GGA at the time of its execution.”, each included in Part I, "Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2022.

Price declines and sustained periods of low natural gas and NGL prices could have an adverse effect on the creditworthiness of the Company's customers and related ability to pay firm reservation fees under long-term contracts and/or affect, as discussed above, activity levels and, accordingly, volumetric-based fees, which could affect the Company’s results of operations, liquidity or financial position. Credit risk and related management is further discussed under “Credit Risk” in Part I, “Item 3. Quantitative and Qualitative Disclosures About Market Risk” of this Quarterly Report on Form 10-Q.

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

Additionally, lower natural gas prices (including regionally), corporate capital allocation strategies or regional takeaway constraints, could cause producers to determine in the future that drilling activities in areas outside of the Company's current areas of operation are strategically more attractive to them.

Many of the Company’s customers, including EQT, have entered into long-term firm reservation gathering, transmission and water services contracts or contracts with MVCs or ARCs, as applicable, on the Company's systems and approximately 7067% of the Company's operating revenues for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 was generated by firm reservation fee revenues. The Company believes that such contract structure is advantageous to its overall business, although significant declines in gas production, including through curtailments, in the Company's areas of operations would likely adversely affect the Company's results of operations, financial condition and liquidity as approximately 30% of the Company’s operating revenues for the nine months ended September 30, 2023 was generated by volumetric-based fee revenues. See "Our exposure to direct commodity price risk may increase in the future and NYMEX Henry Hub futures prices affect the fair value, and may affect the realizability, of potential cash payments to us by EQT pursuant to the EQT Global GGA." and “We generate a substantial majority of our revenues from EQT. Therefore, we are subject to business and liquidity risks of EQT, and any decrease in EQT’s drilling or completion activity (or significant production curtailments) or a shift in such activity away from our assets could adversely affect our business and operating results. Various factors have affected and may further affect our ability to realize the benefits associated with the EQT Global GGA at the time of its execution." included in Part I, "Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2022.

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 above MVC levels will be dependent on receiving consistent or increasing commitments and production from its existing customers, which may be impacted by regional takeaway capacity limitations, commodity prices, including regional commodity prices and/or other factors, including corporate capital allocation strategies. While EQT has dedicated a substantial portion of its core acreage in southwestern Pennsylvania and West Virginia to the Company and has entered into long-term firm gathering and transmission contracts and contracts with MVCs on certain of the Company's systems, EQT may determine in the future that drilling or continuing to produce gas from existing wells in the Company's areas of operations is not economical above the amount to fulfill its required MVCs or otherwise strategically determine to curtail volumes on the Company's systems. Other than with respect to its MVCs and other firm commitments under existing contracts, EQT is under no contractual obligation to continue to develop its acreage dedicated to the Company. See also "Outlook" in Part I, "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Quarterly Report on Form 10-Q for a discussion of the EQT Global GGA and the 2021 Water Services Agreement.31

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~~The~~results ~~fair~~of ~~value~~operations, financial condition and liquidity as approximately 33% of the Company’s ~~derivative~~operating ~~instruments~~revenues ~~is,~~for inthe ~~part,~~three ~~determined~~months byended ~~estimates~~March of31, ~~the~~2024 ~~NYMEX~~was ~~Henry~~generated ~~Hub~~by ~~natural~~volumetric-based ~~gas~~fee ~~forward~~revenues. ~~price~~See ~~curve.~~“Our Aexposure ~~hypothetical~~to ~~10%~~commodity price risk may increase in the future and NYMEX Henry Hub ~~natural gas~~ futures prices ~~would~~affect ~~increase~~the fair value, and may affect the ~~valuation~~realizability, of ~~the~~potential ~~Company’s~~cash ~~derivative~~payments ~~instruments~~to us by ~~approximately~~EQT $4pursuant to the EQT Global GGA.2” ~~million,~~and ~~while~~“We generate a ~~hypothetical~~substantial ~~10%~~majority ~~decrease~~of inour ~~NYMEX~~revenues ~~Henry~~from ~~Hub~~EQT. ~~natural~~Therefore, ~~gas~~we ~~futures~~are ~~prices~~subject ~~would~~to ~~decrease~~ the ~~valuation~~business and liquidity risks of ~~the~~EQT, ~~Company~~and any decrease in EQT’s ~~derivative~~drilling ~~instruments~~or bycompletion ~~approximately~~activity ~~$4.8~~(or ~~million.~~significant ~~This~~production ~~fair~~curtailments) ~~value~~or ~~change~~a ~~assumes~~shift ~~volatility~~in ~~based~~such onactivity ~~prevailing~~away ~~market~~from ~~parameters~~our atassets ~~September 30,~~could ~~2023.~~adversely ~~See~~affect ~~Note~~our 7business and ~~"Outlook"~~operating results.” included in Part I, "“Item 21A. ~~Management's~~Risk ~~Discussion~~Factors” ~~and~~in ~~Analysis~~the ofCompany's ~~Financial~~Annual ~~Condition and Results of Operations" of this Quarterly~~ Report on Form 10-QK for ~~a discussion of~~ the ~~Henry~~year ~~Hub~~ended ~~cash~~December 31, ~~bonus payment provision~~2023.

~~Credit~~While ~~Risk.~~EQT ~~The~~has ~~Company~~dedicated isa ~~exposed~~substantial toportion ~~credit~~of ~~risk,~~its ~~which~~core isacreage ~~the~~in ~~risk~~southwestern ~~that~~Pennsylvania itand ~~may~~West ~~incur~~Virginia ~~a loss if a counterparty fails~~ to ~~perform~~the ~~under~~Company aand ~~contract.~~has ~~The~~entered ~~Company~~into ~~actively~~long-term ~~manages~~firm ~~its~~gathering ~~exposure~~and totransmission ~~credit~~contracts ~~risk~~and ~~associated~~contracts with ~~customers~~MVCs ~~through~~on ~~credit~~certain ~~analysis,~~of ~~credit~~the ~~approval~~Company's ~~and~~systems, ~~monitoring~~EQT ~~procedures.~~may ~~For~~determine ~~certain~~in ~~transactions,~~ the ~~Company~~future ~~requests~~that ~~letters~~drilling ofor ~~credit,~~continuing ~~cash~~to ~~collateral,~~produce ~~prepayments~~gas orfrom ~~guarantees~~existing aswells ~~forms~~in ofthe ~~credit~~Company's ~~support.~~areas ~~Equitrans,~~of ~~L.P.'s~~operations ~~FERC~~is ~~tariffs~~not ~~require~~economical ~~tariff~~above ~~customers~~the ~~that~~amount doto ~~not~~fulfill ~~meet~~its ~~specified~~required ~~credit~~MVCs ~~standards~~or tootherwise ~~provide~~further ~~three~~strategically ~~months~~determine ofto ~~credit~~curtail ~~support;~~volumes ~~however,~~on the Company's issystems. ~~exposed~~Other than with respect to ~~credit~~its ~~risk~~MVCs ~~beyond~~and ~~this~~other ~~three-month~~firm ~~period~~commitments ~~when~~under ~~its~~existing ~~tariffs~~contracts, doEQT ~~not~~is ~~require~~under ~~its~~no ~~customers~~contractual obligation to ~~provide~~continue ~~additional~~to ~~credit~~develop ~~support.~~its ~~For~~acreage ~~some~~dedicated ofto the Company's. ~~long-term~~See ~~contracts~~also ~~associated~~"EQT ~~with~~Global ~~system~~GGA" ~~expansions,~~in itthis ~~has~~Quarterly ~~entered~~Report ~~into~~on ~~negotiated~~Form ~~credit~~10-Q ~~agreements~~and ~~that~~Part ~~provide~~I, ~~for~~“Item ~~other~~1. ~~credit~~Business” ~~support~~in ifthe ~~certain~~Company's ~~credit~~Annual ~~standards~~Report ~~are~~on ~~not~~Form ~~met.~~10-K ~~The~~for ~~Company~~the ~~has~~year ~~historically~~ended ~~experienced~~December ~~only~~31, ~~minimal~~2023 ~~credit~~for ~~losses~~discussion inof ~~connection~~the ~~with~~EQT ~~its~~Global ~~receivables~~GGA.

The ~~Company~~fair isvalue ~~exposed~~of to the ~~credit~~Company’s ~~risk~~derivative ofinstruments ~~its customers~~is, ~~including~~in ~~its largest customer~~part, ~~EQT,~~determined ~~including~~by asestimates ~~a result~~ of ~~changes~~the inNYMEX ~~customer~~Henry ~~credit~~Hub ~~ratings,~~natural ~~liquidity~~gas ~~and~~forward ~~access~~price ~~to capital markets~~curve. InA ~~August~~hypothetical ~~2023,~~10% ~~Moody's~~increase ~~upgraded~~in ~~EQT's~~NYMEX ~~public~~Henry ~~senior~~Hub ~~debt~~natural togas anfutures ~~investment~~prices ~~grade~~would ~~credit~~increase ~~rating~~the ~~and~~valuation as of ~~September~~the ~~30, 2023, EQT'~~Company’s ~~public~~derivative ~~debt~~instruments ~~has~~by ~~investment~~approximately ~~grade credit ratings from S&P, Fitch and Moody's~~$6.6 ~~See "Credit Letter Agreement" included in Part I~~million, ~~"Item~~while 1.a ~~Business"~~hypothetical ~~of the Company's Annual Report on Form~~ 10-K% ~~for~~decrease ~~the~~in ~~year~~NYMEX ~~ended~~Henry ~~December~~Hub ~~31,~~natural ~~2022,~~gas ~~for~~futures ~~information~~prices ~~regarding~~would ~~the~~decrease ~~Credit Letter Agreement and associated EQT credit rating requirements. In addition, EQT has guaranteed~~ the ~~payment~~valuation ~~obligations~~ of ~~certain~~the ofCompany’s ~~its~~derivative ~~subsidiaries,~~instruments upby toapproximately ~~a maximum amount of~~ $~~115~~6.3 million,. ~~$131~~This ~~million~~fair ~~and~~value ~~$30~~change ~~million~~assumes ~~related~~volatility tobased ~~gathering,~~on ~~transmission~~prevailing ~~and~~market ~~water~~parameters ~~services,~~at ~~respectively~~March 31, ~~across all applicable contracts, for the benefit of the subsidiaries of the Company providing such services~~2024. See Note 147 toof ~~the~~this ~~consolidated~~Quarterly ~~financial statements in the in the Company's Annual~~ Report on Form 10-KQ for ~~the~~a ~~year ended December 31, 2022, for further~~ discussion of the ~~Company's~~Henry ~~exposure~~Hub tocash ~~certain~~bonus ~~credit~~payment ~~risks~~provision.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. Under the supervision and with the participation of management, including the Company’'s Principal Executive Officer and Principal Financial Officer, an evaluation of the Company’'s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)), was conducted as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that the Company’'s disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting. There were no changes in ~~the Company's~~ internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the ~~third~~first quarter of ~~2023~~2024 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

Environmental Proceedings

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

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

Rager Mountain Storage Field. On November 6, 2022, the Company became aware of natural gas venting from one of the storage wells, well 2244, at Equitrans, L.P.’s Rager Mountain natural gas storage facility (Rager Mountain facility), located in Jackson Township, a remote section of Cambria County, Pennsylvania., ~~The~~which venting ~~of natural gas from well 2244~~ was halted on November 19, 2022. ~~The~~Since ~~PADEP~~the time of the incident, the PADEP has concluded its investigation and PHMSA and other investigators are continuing to conduct civil and criminal investigations of the incident and the Company is cooperating in such investigations. On December 7, 2022, the Company and its subsidiary Equitrans, L.P. each separately received an order from the PADEP alleging, in connection with earth disturbance activities undertaken to halt the venting of natural gas from well 2244, (i) in the case of the order received by the Company, violations of Pennsylvania’s Clean Streams Law and requiring certain remedial actions and (ii) in the case of the order received by Equitrans, L.P., violations of Pennsylvania’s 2012 Oil and Gas Act, Clean Streams Law and Solid Waste Management Act and requiring certain remedial actions. On December 8, 2022, the PADEP submitted a compliance order to Equitrans, L.P. relating to certain alleged violations of law in respect of wells at the Rager Mountain natural gas storage field and the venting of natural gas, including from well 2244. The December 8, 2022 order also prohibited Equitrans, L.P. from injecting natural gas into the storage wells at the Rager Mountain facility. The Company and Equitrans, L.P. disputed aspects of the applicable orders, and on January 5, 2023, the Company and Equitrans, L.P., as applicable, appealed each of the orders to the Commonwealth of Pennsylvania Environmental Hearing Board. Additionally, the Company and Equitrans, L.P., as applicable, ~~have~~ received, ~~and may continue to receive,~~ notices of violation (NOVs) related to the incident ~~which~~that ~~allege~~alleged violations of various Pennsylvania statutes and regulations. The Company engaged in discussions with the PADEP to address the outstanding NOVs. Equitrans, L.P. and the PADEP entered into a Stipulation of Settlement on April 12, 2023 that, among other things, resulted in the PADEP rescinding its December 8, 2022 order and Equitrans, L.P. withdrawing its appeal of such order. Equitrans, L.P.’s and the Company's appeals of the December 7, 2022 orders remain pending and negotiations regarding a potential consent order with respect to such NOVs remain ongoing. On December 29, 2022, the PHMSA issued the Company a Notice of Proposed Safety Order that included proposed remedial requirements related to the Rager Mountain natural gas storage field incident, including, but not limited to, completing a root cause analysis. The Company addressed certain proposals in advance of an order from the agency. These efforts included conducting testing, evaluating other wells at the Rager field and hiring a third-party specialist firm to undertake a root cause analysis, and subsequently on May 26, 2023, the PHMSA issued a consent order to the Company incorporating the terms of a consent agreement between the parties, which, among other things, required the completion of a root cause analysis and a remedial

40On April 4, 2024, Equitrans, L.P. and the PADEP entered into a Stipulation of Settlement, that, among other things, resulted in the PADEP deeming the December 7, 2022 orders to the Company and Equitrans, L.P. Administratively Closed. On April 4, 2024, the PADEP issued a Civil Penalty Assessment (CPA) in the amount of $764,000, of which $549,500 is reimbursement of PADEP’s expenses. This CPA closes the outstanding NOVs issued by the PADEP’s Office of Oil and Gas Management. On October 5, 2023, Equitrans, L.P. received a NOV from the PADEP’s Bureau of Air Quality Management for the release of

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~~work~~uncontrolled ~~plan,~~hydrocarbons ~~and~~to ~~specified that~~ the ~~Company~~atmosphere ~~may~~during ~~not resume injection operations at~~ the Rager Mountain ~~facility~~natural ~~until~~gas ~~authorized~~storage byfield ~~the PHMSA~~incident. AsOn ~~discussed~~April in8, ~~“Transmission Results of Operation” in Part I~~2024, ~~"Item~~the ~~2. Management'~~PADEP’s ~~Discussion~~Bureau ~~and Analysis~~ of ~~Financial~~Air ~~Condition~~Quality ~~and~~Management ~~Results~~executed ~~of Operations" of this Quarterly Report on Form 10-Q, in August 2023, the Company submitted~~ a ~~root~~Consent ~~cause~~Assessment ~~analysis~~of toCivil ~~the~~Penalty ~~PHMSA~~(CACP) inthat ~~accordance~~settled ~~with~~ the ~~consent~~associated ~~order~~NOV and ~~later~~included ~~submitted~~an aagreed ~~remedial~~upon ~~work~~civil ~~plan~~penalty ~~and, following completion~~ of ~~all actions in its remedial work plan~~$350, ~~an injection plan to the PHMSA seeking authority to resume injections at Rager Mountain using all wells except three, which remain disconnected~~000. On ~~October~~Payment 2,of ~~2023,~~this ~~the~~civil ~~PHMSA~~penalty ~~approved~~settled the ~~Company’s~~applicable ~~injection~~matters ~~plan.~~within ~~The~~the ~~Company began injections at Rager Mountain on~~ October 5, 2023. ~~On October 5, 2023, Equitrans, L.P. received a~~ NOV ~~from the PADEP related to the release of uncontrolled hydrocarbons to the atmosphere during the Rager Mountain natural gas storage field incident~~.

IfOn ~~penalties~~December ~~are~~29, ~~pursued~~2022, ~~and~~the ~~ultimately~~PHMSA ~~imposed~~issued the Company a Notice of Proposed Safety Order that included proposed remedial requirements related to the Rager Mountain natural gas storage field incident, ~~the~~including, ~~penalties~~but ~~are~~not ~~expected~~limited to, ~~result~~completing ina ~~monetary~~root ~~sanctions~~cause analysis. The Company addressed certain proposals in ~~excess~~advance of ~~$300,000.~~an ~~While~~order from the ~~Company~~agency. ~~does~~These ~~not~~efforts ~~believe~~included ~~that~~conducting ~~penalties~~testing, ifevaluating ~~imposed,~~other ~~would~~wells ~~have~~at the Rager field and hiring a ~~material~~third-party ~~adverse~~specialist ~~impact~~firm to undertake a root cause analysis, and subsequently on May 26, 2023, the PHMSA issued a consent order to the Company's ~~financial~~incorporating ~~condition~~the terms of a consent agreement between the parties, ~~results~~which, among other things, required the completion of a root cause analysis and a remedial work plan, and specified that the Company may not resume injection operations orat ~~liquidity~~the Rager Mountain facility until authorized by the PHMSA. In August 2023, ~~there~~the ~~can~~Company besubmitted noa ~~assurance~~root ascause ofanalysis to the ~~filing~~PHMSA in accordance with the consent order and later submitted a remedial work plan and, following completion of ~~this~~all ~~Quarterly~~actions ~~Report~~in onits ~~Form~~remedial ~~10-Q~~work ~~regarding~~plan, an injection plan to the ~~scope~~PHMSA ofseeking ~~potential~~authority ~~(or~~to ~~ultimately~~resume ~~actual)~~injections ~~financial~~at orRager ~~other~~Mountain ~~impacts~~using all wells except three, which remain disconnected. On October 2, 2023, the PHMSA approved the Company’s injection plan. The Company began injections at Rager Mountain on October 5, 2023, subject to certain pressure restrictions and other requirements specified in the consent agreement between the PHMSA and the Company. asOn November 16, 2023, the PHMSA issued a ~~result~~letter ofto the Company approving the Company’s request to remove all pressure restrictions at the Rager Mountain ~~natural~~facility. ~~gas~~The ~~storage~~Company ~~field~~plans ~~incident~~to continue working with the PHMSA, pursuant to the consent order, regarding the remaining three wells.

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

MVP Matters

There remain certain legal and regulatory matters relevant to the MVP project, the outcome of which could have adverse effects with respect to the project and consequently the Company, including ~~certain~~ matters pending with the U.S. Court of Appeals for the District of Columbia (D.C. Circuit) ~~and the PHMSA~~ described below:

•~~Jefferson~~Challenges ~~National~~to ~~Forest~~FERC ~~(JNF) Crossing and Associated Authorizations. In Sierra Club~~Certificate, ~~et al~~D. vC. UCircuit.S. ~~Forest~~Multiple ~~Service,~~parties ethave ~~al.,~~sought ~~consolidated~~judicial ~~under~~review ~~Case~~of ~~No. 17-2399, Fourth Circuit, filed in December 2017,~~ the ~~Sierra~~FERC’s ~~Club~~order ~~challenged~~issuing a ~~U.S.~~certificate ~~Department~~ of ~~Interior,~~public ~~Bureau~~convenience ofand ~~Land~~necessity ~~Management (BLM) decision~~ to ~~grant a right-of-way to~~ the MVP Joint Venture and/or athe ~~U.S.~~exercise ~~Forest~~by ~~Service~~the ~~(USFS)~~MVP ~~decision~~Joint toVenture ~~amend~~of ~~its~~eminent ~~management~~domain ~~plan~~authority. toOn ~~accommodate~~February ~~the~~19, ~~MVP~~2019, ~~both of which affected~~ the ~~MVP's~~D.C. ~~approximate~~Circuit ~~3.5-mile~~issued ~~segment~~an inorder ~~the~~rejecting ~~JNF~~multiple inconsolidated ~~Virginia.~~petitions Onseeking ~~July~~direct ~~27,~~review ~~2018,~~of ~~agreeing~~the inFERC ~~part~~order ~~with~~under the ~~Sierra~~Natural ~~Club,~~Gas ~~the~~Act ~~Fourth~~of ~~Circuit~~1938, ~~vacated~~as ~~the~~amended ~~BLM~~(NGA) and ~~USFS~~certain ~~decisions.~~challenges Onto ~~January~~the ~~11,~~exercise ~~2021,~~by the MVP Joint Venture ~~received final approval~~ of ~~the~~eminent ~~Record~~domain ofauthority ~~Decision~~in ~~from~~Appalachian ~~the USFS and~~Voices, onet ~~January~~al. ~~15,~~v. ~~2021~~FERC, ~~the~~et ~~BLM~~al., ~~issued~~consolidated aunder ~~new~~Case ~~required~~No. ~~right~~17-~~of-way~~1271. ~~permit~~No petitions for ~~the~~rehearing ~~MVP’s~~or ~~3.5-mile~~petitions ~~segment~~for inrehearing ~~the~~en ~~JNF~~banc inwere ~~Virginia~~filed ~~(2021~~by ~~JNF~~the ~~Right-of-Way).~~April ~~On January 11~~5, ~~2021,~~2019 ~~Sierra~~deadline. ~~Club,~~The etmandate ~~al.~~was ~~filed~~issued aon ~~petition~~April ~~with~~17, ~~the~~2019. ~~Fourth~~Another ~~Circuit~~group toof ~~reverse~~parties ~~the~~filed ~~USFS~~a ~~approval~~complaint ofin the ~~Record~~U.S. ofDistrict ~~Decision~~Court ~~and,~~for onthe ~~January~~District ~~15,~~of ~~2021,~~Columbia ~~filed~~asserting athat ~~petition with~~ the ~~Fourth~~FERC’s ~~Circuit~~order ~~challenging~~issuing ~~BLM’s~~certificates ~~grant~~is ofunlawful ~~the~~on ~~2021~~constitutional ~~JNF~~and ~~Right-of-Way.~~other ~~See~~grounds ~~Wild~~in ~~Virginia~~Bold Alliance, et al. v. ~~United States Forest Service~~FERC, et al., Case No. 2117-~~1039(L)~~1822. OnThe ~~January~~district ~~25,~~court ~~2022,~~plaintiffs ~~the~~sought ~~Fourth~~declaratory ~~Circuit,~~relief ~~agreeing~~as inwell ~~part~~as ~~with~~an ~~the~~injunction ~~petitioners,~~preventing ~~vacated~~the ~~and~~MVP ~~remanded~~Joint ~~the~~Venture ~~Record~~from ofdeveloping ~~Decision~~its ~~and~~project ~~the~~or ~~2021~~exercising ~~JNF~~eminent ~~Right-of-Way~~domain authority. In ~~May~~December ~~2023~~2017 and January 2018, the FERC and the MVP Joint Venture, ~~received~~respectively, amoved ~~new~~to ~~Record~~dismiss ofthe ~~Decision~~petitions ~~from~~for ~~the~~lack ~~USFS~~of ~~and~~subject ~~was~~matter ~~issued~~jurisdiction. aThe ~~new~~court ~~right-of-way~~granted ~~permit~~the bymotion ~~the~~and ~~BLM~~dismissed ~~(2023~~plaintiffs’ ~~JNF~~complaint ~~Right-of-Way)~~on September 28, 2018. On ~~June~~October 226, ~~2023~~2018, ~~The~~plaintiffs ~~Wilderness~~appealed ~~Society~~the ~~filed~~decision ain ~~petition~~Case ~~with~~No. 17-1822 to the ~~Fourth~~D.C. Circuit toin ~~reverse~~Bold ~~the~~Alliance, ~~USFS’~~et ~~approval~~al. ofv. ~~the~~FERC, ~~new~~et ~~Record~~al., ofCase ~~Decision (~~No. 2318-~~1592)~~5322. ~~and~~On ~~the~~December ~~BLM’s~~3, ~~grant~~2018, of the ~~2023~~FERC, ~~JNF~~as ~~Right-of-Way~~appellee, ~~(No.~~filed ~~23-1594).~~a ~~See~~joint ~~The~~motion ~~Wilderness~~with ~~Society~~the v.appellants ~~U.S.~~to ~~Forest~~hold ~~Service, et al., consolidated under~~ Case No. 2318-~~1592,~~5322 ~~Fourth~~in ~~Circuit.~~abeyance ~~Given~~pending ~~provisions~~completion inof the ~~Fiscal~~appeals ~~Responsibility Act~~ of ~~2023~~the ~~discussed~~final inagency ~~“Mountain~~orders ~~Valley~~related ~~Pipeline”~~to inthe ~~"Outlook"~~MVP certificate in ~~Part~~consolidated I,Case ~~"Item 2~~No. ~~Management's~~17-1271 ~~Discussion~~ and ~~Analysis~~Atlantic ofCoast ~~Financial~~Pipeline’s ~~Condition~~(ACP) ~~and~~certificate. ~~Results~~The ofMVP ~~Operations"~~Joint ofVenture ~~this~~filed ~~Quarterly~~a ~~Report~~motion onto ~~Form~~dismiss ~~10-Q~~the ~~divesting~~case ~~courts~~as ofto ~~jurisdiction~~some toof ~~review~~the ~~agency~~plaintiffs. ~~actions~~On onFebruary ~~approvals~~15, ~~necessary~~2019, ~~for~~the ~~MVP’s~~D.C. ~~construction~~Circuit ~~and~~entered ~~initial~~an ~~operation,~~order ~~the~~holding ~~MVP~~this ~~Joint~~appeal ~~Venture~~in ~~and~~abeyance ~~the~~pending ~~U.S.~~rulings ~~Department~~on ofthe ~~Justice~~appeals ~~filed~~from ~~motions~~the toACP ~~dismiss~~and ~~the~~MVP ~~proceeding~~FERC onproceedings. ~~June~~The 5,ACP ~~2023~~petitioners ~~and~~on ~~June~~November 1516, ~~2023~~2022, ~~respectively.~~filed ~~The~~a ~~Wilderness~~joint ~~Society~~motion ~~subsequently moved~~ for avoluntary ~~stay~~dismissal of ~~the~~all ~~authorizations~~petitions ~~pending~~for review ~~and~~pertaining ato ~~temporary~~ACP, ~~administrative~~except ~~stay~~for of the ~~authorizations~~Bold onAlliance ~~July~~proceeding. 3,The ~~2023~~court ~~and~~granted ~~July~~the 6,motion ~~2023~~on November 17, ~~respectively~~2022. On ~~July~~January 105, 2023, the ~~Fourth~~D.C. Circuit ~~granted~~entered an order holding the ~~stay~~Bold ~~pending~~Alliance ~~review~~proceeding in aabeyance ~~summary~~pending further order. ~~The~~of ~~MVP~~the ~~Joint~~court ~~Venture~~and ~~subsequently~~requiring ~~filed~~the onparties ~~July~~to ~~14,~~file ~~2023,~~motions anto ~~emergency~~govern ~~application~~future toproceedings ~~vacate~~within ~~the~~60 ~~stay~~days ~~with~~of the U.S. Supreme Court ~~which~~disposition ~~was~~of ~~granted~~the onpetition ~~July~~for ~~27,~~writ ~~2023.~~of Oncertiorari ~~August~~in ~~11,~~Bohon ~~2023,~~et ~~the~~al. ~~MVP~~v. ~~Joint~~FERC ~~Venture’s~~et ~~and~~al., ~~the~~discussed Ubelow.S. ~~Department~~On ofApril ~~Justice’s~~19, ~~motions~~2024, ~~to dismiss were granted by~~ the ~~Fourth~~appellants ~~Circuit.~~filed Noa ~~party~~motion ~~sought~~to ~~rehearing.~~voluntarily ~~The~~dismiss ~~Fourth~~their ~~Circuit subsequently issued its mandate closing the proceeding~~appeal.

On August 3, 2018, citing the court’s vacatur and remand in Sierra Club, et al. v. U.S. Forest Service, et al., consolidated under Case No. 17-2399, the FERC issued a stop work order for the entire pipeline pending the agency actions on remand. The FERC modified its stop work order on August 29, 2018 to allow work to continue on all but approximately 25 miles of the project (the Exclusion Zone) and made certain other limited modifications of the stop work order. On October 9, 2020, the FERC authorized construction to resume project-wide (as it had been stopped by the FERC on October 15, 2019 in relation to a separate matter), other than with respect to the Exclusion Zone, which required additional authorization. On December 17, 2020, the FERC again modified the stop work order and authorized construction to resume in 17 miles of the Exclusion Zone. The FERC’s October 9, 2020 and December 17, 2020 actions are the subject of challenges filed by the Sierra Club in Sierra Club, et al. v. FERC, Case No. 20-1512 34

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~~(consolidated~~Similarly, ~~with~~another ~~No.~~group ~~21-1040),~~of ~~D.C.~~parties ~~Circuit~~filed ~~Court~~a ofcomplaint ~~Appeals~~in onthe ~~December~~U.S. ~~22,~~District ~~2020~~Court ~~and~~for ~~January~~the ~~25,~~District ~~2021,~~of ~~respectively.~~Columbia ~~Briefing~~ in ~~Sierra~~Bohon ~~Club,~~ et al. v. FERC et al., Case No. 20-~~1512~~00006, ~~(consolidated~~asserting ~~with~~that ~~No.~~the 21delegation of authority to the FERC under the NGA violates the nondelegation doctrine and separation-~~1040),~~of-powers Dprinciple of the U.CS. ~~Circuit~~Constitution. ~~Court~~The ofMVP ~~Appeals~~Joint ~~resulted~~Venture inand the FERC filed motions to dismiss which were granted by the court. On July 6, 2020, the landowners filed a notice of appeal to the D.C. Circuit ~~issuing~~in aCase ~~decision~~No. on20-5203. ~~May~~On 26November 30, ~~2023~~2020, ~~rejecting~~appellants ~~all~~asked the D.C. Circuit to overturn the decision of the ~~petitioners’~~lower ~~challenges~~court. ~~except~~The ~~one~~D.C. ~~and~~Circuit ~~remanding~~issued ~~without~~an ~~vacatur~~order ~~the~~on ~~October~~September ~~and~~15, ~~December~~2021 ~~2020~~denying ~~FERC~~appellants’ ~~orders~~motion onfor ~~the~~summary ~~basis~~reversal of the ~~FERC~~decision ~~inadequately~~of ~~having~~the ~~explained~~lower ~~whether~~court aand supplemental ~~environmental~~briefing ~~impact~~was ~~statement~~completed ~~under~~as ~~National~~of ~~Environmental~~October ~~Policy~~6, ~~Act~~2021. ~~(NEPA)~~On ~~was~~June ~~necessary~~21, ~~before~~2022, ~~allowing~~the ~~construction~~D.C. toCircuit ~~resume~~upheld ~~pursuant~~the lower court’s decision to dismiss the ~~orders~~lawsuit. On ~~June~~September 2815, ~~2023~~2022, the petitioners filed a petition for writ of certiorari with the U.S. Supreme Court. The FERC ~~authorized~~and the MVP Joint Venture tofiled ~~resume~~responses ~~all~~to ~~construction~~the ~~activities~~petition in ~~all~~November ~~MVP~~2022. ~~project~~On ~~locations~~April 24, ~~including~~2023, the ~~remaining~~U.S. ~~portion~~Supreme ofCourt granted the ~~Exclusion~~petition ~~Zone~~for certiorari, vacated the judgment, and remanded the case to the D. NoC. ~~party~~Circuit ~~sought~~for ~~rehearing~~further consideration in light of the ~~FERC~~U.S. Supreme Court’s ~~June~~April 2814, 2023 ~~authorization~~opinion in Axon Enterprises, Inc. ~~Given~~v. ~~provisions~~FTC. The D.C. Circuit subsequently issued an order authorizing, among other things, the parties to address in their supplemental briefing the implications of Section 324 of the Fiscal Responsibility Act of 2023 ~~discussed~~ in ~~"Mountain~~addition ~~Valley~~to ~~Pipeline"~~Axon. inOn ~~"Outlook"~~October in24, ~~Part I~~2023, ~~"Item~~the 2D.C. ~~Management's~~Circuit ~~Discussion~~denied ~~and~~a ~~Analysis~~stay ofmotion ~~Financial~~filed ~~Condition~~by ~~and~~the ~~Results~~petitioners. ofThe ~~Operations"~~parties offiled ~~this~~their ~~Quarterly~~respective ~~Report~~supplemental briefs on ~~Form~~November ~~10-Q~~13, on2023. ~~July~~On 31November 26, 2023, the ~~FERC~~petitioners filed ain the U.S. Supreme Court an “emergency” motion for an injunction requesting a judicial injunction on, or access to, ~~dismiss~~the ~~Case~~petitioners’ ~~No.~~three ~~20-1512~~properties ~~(consolidated~~pending ~~with~~resolution Noof their underlying claims in the Bohon matter. ~~21-1040)~~On December 5, ~~and~~2023, onChief ~~August~~Justice 25John Roberts denied the application, ~~2023~~without calling for a response from the MVP Joint Venture or the federal government. On February 13, 2024, the D.C. Circuit ~~granted~~affirmed ~~the~~and ~~motion~~reinstated toits ~~dismiss~~June ~~and~~21, ~~further~~2022 ~~ordered~~judgment ~~that~~upholding the ~~petitions~~lower ~~for~~court's ~~review~~decision beto ~~dismissed~~dismiss ~~as moot and~~ the ~~decision~~lawsuit. ofOn ~~May~~March 2622, ~~2023~~2024, bethe ~~vacated.~~petitioners Nofiled ~~party~~a ~~sought~~petition ~~rehearing.~~for ~~The~~writ Dof certiorari with the U.CS. ~~Circuit~~Supreme ~~subsequently~~Court ~~issued~~requesting ~~its~~a ~~mandate~~review ~~closing~~of the ~~proceeding~~D.C. Circuit’s decision.

~~Challenges~~If ~~to FERC Certificate, D.C. Circuit. Multiple parties have sought judicial review of~~ the ~~FERC’s~~appeal ~~order issuing a certificate of public convenience and necessity~~ to the MVP Joint Venture and/or the exercise by the MVP Joint Venture of eminent domain authority. On February 19, 2019, the D.C. Circuit issued an order rejecting multiple consolidated petitions seeking direct review of the FERC order under the Natural Gas Act of 1938, as amended (NGA) and certain challenges to the exercise by the MVP Joint Venture of eminent domain authority in Appalachian Voices, et al. v. FERC, et al., consolidated under Case No. 17-1271. No petitions for rehearing or petitions for rehearing en banc were filed by the April 5, 2019 deadline. The mandate was issued on April 17, 2019. Another group of parties filed a complaint in the U.S. ~~District~~Supreme Court ~~for~~were ~~the~~successful ~~District of Columbia asserting that the FERC’s order issuing certificates is unlawful~~ on ~~constitutional~~its ~~and other grounds in Bold Alliance~~merits, etit ~~al.~~could v.result ~~FERC,~~in ~~et al., Case No. 17-1822. The district court plaintiffs sought declaratory relief as well as an injunction preventing~~ the MVP Joint Venture’s ~~from~~certificate ~~developing~~of ~~its~~public ~~project~~convenience orand ~~exercising~~necessity ~~eminent~~being ~~domain~~vacated ~~authority. In December 2017~~ and/or ~~January~~additional ~~2018,~~proceedings ~~the~~before ~~FERC and~~ the ~~MVP Joint Venture~~FERC, ~~respectively, moved to dismiss~~ the ~~petitions~~outcome ~~for lack~~ of ~~subject~~which ~~matter jurisdiction. The court granted~~ the ~~motion~~Company ~~and~~cannot ~~dismissed plaintiffs’ complaint on September 28~~ensure, ~~2018.~~and Oncause ~~October~~a ~~26,~~delay ~~2018,~~or ~~plaintiffs~~further ~~appealed~~delay ~~the decision~~ in ~~Case No. 17-1822 to~~ the ~~D.C.~~full ~~Circuit~~ in ~~Bold Alliance, et al. v. FERC, et al., Case No. 18~~-~~5322.~~service Ondate ~~December~~for ~~3, 2018,~~ the ~~FERC, as appellee, filed a joint motion with the appellants to hold Case No. 18-5322 in abeyance pending completion of the appeals of the final agency orders related to the~~ MVP ~~certificate~~project ~~in consolidated Case No. 17-1271 and Atlantic Coast Pipeline’s~~ (ACP) certificate. The MVP Joint Venture filed a motion to dismiss the case as to some of the plaintiffs. On February 15, 2019, the D.C. Circuit entered an order holding this appeal in abeyance pending rulings on the appeals from the ACP and ~~MVP~~consequent ~~FERC~~impacts ~~proceedings.~~related ~~The ACP petitioners on November 16, 2022, filed a joint motion for voluntary dismissal of all petitions for review pertaining~~ to ~~ACP,~~such ~~except for the Bold Alliance proceeding. The court granted the motion on November 17~~delay), ~~2022.~~or Onotherwise ~~January~~have 5,adverse ~~2023, the D~~effects.C. Circuit entered an order holding the Bold Alliance proceeding in abeyance pending further order of the court and requiring the parties to file motions to govern future proceedings within 60 days of the U.S. Supreme Court disposition of the petition for writ of certiorari in Bohon et al. v. FERC et al., discussed below. On June 26, 2023, the court entered an order continuing the abeyance of Bold Alliance until 30 days after the disposition of Case No. 20-5203, discussed below.

~~Similarly,~~Item ~~another group of parties filed a complaint in the U~~1A.S. ~~District~~Risk Court for the District of Columbia in Bohon et al. v. FERC et al., Case No. 20-00006, asserting that the delegation of authority to the FERC under the NGA violates the nondelegation doctrine and separation-of-powers principle of the U.S. Constitution. The MVP Joint Venture and the FERC filed motions to dismiss which were granted by the court. On July 6, 2020, the landowners filed a notice of appeal to the D.C. Circuit in Case No. 20-5203. On November 30, 2020, appellants asked the D.C. Circuit to overturn the decision of the lower court. The D.C. Circuit issued an order on September 15, 2021 denying appellants’ motion for summary reversal of the decision of the lower court and supplemental briefing was completed as of October 6, 2021. On June 21, 2022, the D.C. Circuit upheld the lower court’s decision to dismiss the lawsuit. On September 15, 2022, the petitioners filed a petition for writ of certiorari with the U.S. Supreme Court. The FERC and the MVP Joint Venture filed responses to the petition in November 2022. On April 24, 2023, the U.S. Supreme Court granted the petition for certiorari, vacated the judgment, and remanded the case to the D.C. Circuit for further consideration in light of the U.S. Supreme Court's April 14, 2023 opinion in Axon Enterprises, Inc. v. FTC. The D.C. Circuit subsequently issued an order authorizing, among other things, the parties to address in their supplemental briefing the implications of Section 324 of the Fiscal Responsibility Act of 2023 in addition to Axon. Supplemental briefing in the Bohon matter is scheduled to conclude on November 13, 2023. On October 24, 2023, the D.C. Circuit denied a stay motion filed by the petitioners. If any of these challenges were successful, it could result in the MVP Joint Venture’s certificate of public convenience and necessity being vacated and/or additional proceedings before the FERC, the Factors

42The Company is subject to a variety of significant risks in addition to the matters set forth under the forward-looking statements section in Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," of this Quarterly Report on Form 10-Q. The Company has identified a number of these risk factors in Part I, Item 1A, "Risk Factors," in its Annual Report on Form 10-K for the year ended December 31, 2023, which risk factors, as modified by this Quarterly Report on Form 10-Q, are incorporated herein by reference. These risk factors should be considered carefully in evaluating the Company’s risk profile.

There have been no material changes from the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 other than the risks described below.

Risks Related to the EQT Transaction

Because the market price of EQT Shares will fluctuate prior to the consummation of the EQT Transaction, Equitrans Midstream shareholders cannot be sure of the market value of EQT Shares that they will receive in the Mergers.

At the time the EQT Transaction is completed, each share of Equitrans Midstream common stock issued and outstanding immediately prior to the Effective Time (excluding any excluded shares) shall be converted automatically at the Effective Time into the right to receive that number of EQT Shares equal to the Exchange Ratio. The Exchange Ratio is fixed (subject to adjustments in accordance with the terms of the Merger Agreement), which means that it will not change between now and the Effective Time, regardless of whether the market price of either EQT Shares or Equitrans Midstream common stock changes. Therefore, the value of the equity consideration will depend on the market price of EQT Shares at the Effective Time. The respective market prices of both EQT Shares and Equitrans Midstream common stock have fluctuated since the date of the announcement of the parties’ entry into the Merger Agreement and will continue to fluctuate. The market price of EQT Shares, when received by Equitrans Midstream shareholders after the EQT Transaction is completed, could be greater than, less than or the same as the market price of EQT Shares on the date of this Quarterly Report on Form 10-Q or at the time of our special meeting relating to the Mergers.

The EQT Transaction is subject to various closing conditions, and any delay in completing the EQT Transaction may reduce or eliminate the benefits expected and delay the payment of merger consideration to Equitrans Midstream shareholders.

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~~outcome~~The EQT Transaction is subject to the satisfaction or waiver of ~~which~~a number of conditions beyond the ~~Company~~parties’ ~~cannot~~control ~~ensure~~that may prevent, delay or otherwise materially adversely affect the completion of the EQT Transaction. These conditions include, among other things, (i) approval of the Merger Agreement and ~~cause~~the Mergers by holders of a ~~delay~~majority of the outstanding shares of Equitrans Midstream common stock and Equitrans Midstream Preferred Shares, with such Equitrans Midstream Preferred Shares treated as Equitrans Midstream common stock on an as-converted basis, voting together as a single class, (ii) approval of the issuance of EQT Shares in connection with the Mergers by a majority of votes cast at a special meeting of holders of EQT Shares, (iii) expiration or ~~further~~termination of (a) all waiting periods under the HSR Act and (b) any commitment to, or agreement with, any governmental entity to delay inthe consummation of, or not to consummate the ~~full~~transactions contemplated by the Merger Agreement, and (iv) the MVP Joint Venture receiving authorization of the FERC to place the MVP in-service. ~~date~~EQT ~~for~~and Equitrans Midstream cannot predict with certainty whether or when any of these conditions will be satisfied. Any delay in completing the ~~MVP~~EQT ~~project~~Transaction ~~(and~~could ~~consequent~~cause ~~impacts~~the ~~related~~combined company not to ~~such~~realize, or delay) the realization of, some or ~~otherwise~~all ~~have~~of ~~adverse~~the ~~effects~~benefits that the companies expect to achieve from the Mergers. In such context, when or if Equitrans Midstream shareholders will receive the merger consideration is also uncertain.

~~Due~~The toMerger ~~the~~Agreement ~~uncertainty~~subjects ~~regarding~~us ~~the~~to ~~timing~~restrictions ~~of permitting and the outcome of legal challenges facing the MVP project,~~ on ~~August~~our ~~25,~~business ~~2020,~~activities ~~the~~prior ~~MVP Joint Venture filed a request with the FERC for and, on October 9, 2020, the FERC granted, an extension of time~~ to ~~complete~~closing the ~~MVP~~EQT ~~project for an additional two years through October 13~~Transaction, ~~2022.~~limits Onour ~~December~~ability ~~22, 2020, a challenge~~ to ~~the~~pursue ~~FERC’s~~alternatives ~~action~~ to ~~grant an extension of time to complete~~ the ~~MVP~~EQT ~~project~~Transaction was filed in the D.C. Circuit in Sierra Club, et al. v. FERC, Case No. 20-1512 (consolidated with No. 21-1040, D.C. Circuit). Briefing in Sierra Club, et al. v. FERC, Case No. 20-1512 (consolidated with No. 21-1040, D.C. Circuit), was completed in January 2022 and ~~oral~~may ~~argument~~discourage ~~occurred~~other oncompanies ~~April~~from 7,trying ~~2022. On May 26, 2023, the D.C. Circuit held that the petitioners’ challenge~~ to ~~the~~acquire ~~October~~us 9,for ~~2020~~greater ~~extension~~consideration ~~order~~than ~~was~~what ~~moot.~~EQT ~~Separately,~~has onagreed ~~June 24, 2022, citing litigation and regulatory matters, the MVP Joint Venture filed a request with the FERC for an extension of time~~ to ~~complete~~pay ~~the~~pursuant MVP project through October 13, 2026, which was granted on August 23, 2022. Parties filed timely requests for rehearing with the FERC regarding such approval, which were denied by the FERC on October 24, 2022 and February 17, 2023. Parties also filed petitions for review of such approval with the D.C. Circuit (Case Nos. 22-1330 and 23-1117, which were consolidated). On June 21, 2023, the MVP Joint Venture filed a motion to ~~dismiss for lack of jurisdiction or, in~~ the ~~alternative,~~Merger ~~for summary denials of the consolidated petitions~~Agreement. Petitioners on June 22, 2023 moved for voluntary dismissal of the consolidated petitions, which the MVP Joint Venture opposed. On September 7, 2023, the D.C. Circuit issued an order granting the petitioners’ motion for voluntary dismissal with prejudice and dismissing as moot the MVP Joint Venture’s cross-motions based on Section 324 of the Fiscal Responsibility Act of 2023. That same day, the D.C. Circuit issued its mandate closing the proceeding.

~~•Appalachian~~The ~~Voices,~~Merger etAgreement ~~al.~~obligates v.Equitrans ~~U.S.~~Midstream ~~Dep’t~~to ofuse ~~Interior,~~its etcommercially ~~al.,~~reasonable ~~Fourth~~efforts ~~Circuit~~to ~~Court~~(i) ofconduct ~~Appeals,~~its ~~Case~~businesses ~~No. 20-2159. In August 2019, Wild Virginia and certain other petitioners filed a petition~~ in ~~the~~all ~~Fourth~~material ~~Circuit~~respects in ~~Wild Virginia et al. v. United States Department of~~ the ~~Interior;~~ordinary ~~Case No. 19-1866~~course, ~~to challenge the MVP Joint Venture’s Biological Opinion and Incidental Take Statement issued by FWS which was approved in November 2017~~ (~~the Original BiOp~~ii). On October 11, 2019, the Fourth Circuit issued an order approving the petitioners’ requested stay of the Original BiOp and holding the litigation in abeyance until January 11, 2020. On October 15, 2019, the FERC issued an order requiring the MVP Joint Venture to ~~cease all forward-construction progress (~~the ~~FERC~~extent ~~modified~~within ~~this~~its ~~order on October 9~~power, ~~2020~~cause ~~and December 17, 2020 and on June 28, 2023,~~ the ~~FERC issued an order authorizing all construction activities). On September 4, 2020, the FWS issued the~~ MVP Joint Venture ~~a new Biological Opinion~~ and ~~Incidental~~Eureka ~~Take~~Midstream ~~Statement~~to ~~(the~~conduct ~~2020~~their ~~BiOp)~~respective ~~for~~businesses ~~the~~in ~~MVP~~accordance ~~project and the Fourth Circuit subsequently dismissed the litigation regarding the Original BiOp. On October 27, 2020, Appalachian Voices et al. filed a petition~~ with the ~~Fourth~~organizational ~~Circuit~~documents ~~challenging~~of ~~the~~such ~~2020~~joint ~~BiOp. On February 2~~venture, ~~2022, the Fourth Circuit vacated and remanded the 2020 BiOp. On February 28, 2023, the FWS issued a new Biological Opinion and Incidental Take Statement for the MVP project~~ (~~the 2023 BiOp~~iii). ~~The~~preserve ~~petitioners~~substantially ~~appealed~~intact ~~the~~its ~~2023~~present ~~BiOp~~lines ~~to the Fourth Circuit on April 10, 2023. See Appalachian Voices, et al. v. U.S. Dep’t~~ of ~~Interior,~~business et al., Fourth Circuit Court of Appeals Case No. 23-1384. On April 24, 2023, the petitioners filed an administrative stay with the FWS, which stay request was denied on April 27, 2023. The petitioners filed a motion to stay the 2023 BiOp in the Fourth Circuit on April 27, 2023. On June 5, 2023, given provisions in the Fiscal Responsibility Act of 2023 discussed in “Mountain Valley Pipeline” in "Outlook" in Part I, "Item 2. Management's Discussion and ~~Analysis~~maintain ofits ~~Financial~~material ~~Condition~~rights and ~~Results~~permits ~~of Operations" of this Quarterly Report on Form 10-Q divesting courts of jurisdiction to review agency actions on approvals necessary for MVP’s construction~~ and ~~initial~~(iv) ~~operation,~~preserve ~~the~~its ~~MVP~~relationships Joint Venture and the U.S. Department of Justice filed motions to dismiss the proceeding on June 5, 2023 and June 15, 2023, respectively. On July 11, 2023, in a summary order, the Fourth Circuit granted the petitioners’ request for stay of the 2023 BiOp pending review. The MVP Joint Venture subsequently filed on July 14, 2023, an emergency application to vacate the stay with ~~the~~significant ~~U.S.~~customers ~~Supreme Court which was granted on July 27, 2023. On August 11, 2023, the MVP Joint Venture’s~~ and ~~the U~~suppliers.S. ~~Department of Justice’s motions to dismiss were granted by the Fourth Circuit. No party sought rehearing. The Fourth Court subsequently issued its mandate closing the proceeding.~~

~~•Mountain~~The ~~Valley~~Merger ~~Pipeline~~Agreement ~~PHMSA~~also ~~Consent~~subjects ~~Order.~~Equitrans OnMidstream, ~~October~~its 3subsidiaries, ~~2023,~~ the ~~PHMSA~~MVP ~~issued~~Joint aVenture ~~consent order incorporating the terms of a consent agreement entered into by the PHMSA~~ and ~~the~~Eureka ~~Company~~Midstream, as ~~the~~applicable, ~~operator~~to ofrestrictions ~~the~~on ~~MVP~~certain ~~project. The consent agreement resolves the Notice~~ of ~~Proposed~~their ~~Safety~~respective ~~Order~~business ~~(NOPSO)~~activities ~~that~~prior ~~the PHMSA issued~~ to the ~~Company~~closing ~~on August 11, 2023, for the MVP project, without admission or denial~~ of ~~any of~~ the ~~allegations~~First inMerger. ~~the~~These ~~NOPSO. The~~restrictions ~~consent~~could ~~agreement~~prevent ~~outlines~~or ~~the~~delay ~~steps~~Equitrans ~~being~~Midstream, ~~taken~~its bysubsidiaries, the MVP Joint Venture toand ~~responsibly~~Eureka ~~complete construction~~Midstream, ~~including,~~as ~~among other things~~applicable, ~~enhancing~~from ~~MVP’s~~pursuing ~~existing~~certain ~~coating,~~business ~~remediation~~opportunities ~~and inspection processes, mandating~~ or ~~accelerating~~limit ~~certain~~their ~~previously~~ability ~~planned~~to ~~MVP~~respond ~~inline~~to ~~inspections,~~competitive ~~accelerating~~or ~~the~~other ~~regulatory~~developments ~~timeline~~that ~~for~~arise ~~conducting~~prior ~~cathodic~~to ~~protection~~the ~~surveys,~~closing and ~~implementing~~are ~~additional~~outside ~~measures~~the toordinary ~~assess~~course ~~cathodic~~of ~~protection following~~ business.

43The Merger Agreement contains certain provisions that restrict our ability to directly or indirectly solicit competing acquisition proposals or to enter into discussions concerning, or provide confidential information in connection with, any proposal or offer that constitutes, or would reasonably be expected to lead to, an acquisition proposal, and we have agreed to certain terms and conditions relating to our ability to engage in, continue or otherwise participate in any discussions with respect to, provide a third party confidential information with respect to or enter into any acquisition agreement with respect to certain unsolicited proposals that constitute or are reasonably likely to lead to a competing proposal. Further, even if our board of directors changes, withdraws, modifies or qualifies its recommendation with respect to the EQT Transaction, unless the Merger Agreement has been terminated in accordance with its terms, we will still be required to submit the EQT Transaction proposal to a vote at our special meeting. The Merger Agreement further provides that, under specified circumstances, upon termination of the Merger Agreement, we will be required to pay a termination fee of $191 million to EQT, which in each case could make it more difficult for us to sell our business to a party other than EQT. While both Equitrans Midstream and EQT believe these provisions and agreements are reasonable and customary and are not preclusive of other offers, these restrictions, including the added expense of the termination fee that may become payable by us to EQT in certain circumstances, might discourage a third party that has an interest in acquiring all or a significant part of Equitrans Midstream from considering or proposing that acquisition, even if that party were prepared to pay consideration with a higher per share value than the total value proposed to be paid or received in the EQT Transaction. These provisions might also result in a potential third-party acquirer proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances.

The market price for EQT Shares following the closing may be affected by factors different from those that historically have affected or currently affect EQT Shares and Equitrans Midstream common stock.

Upon completion of the EQT Transaction, Equitrans Midstream shareholders who receive EQT Shares will own interests in a combined company operating an expanded business with more assets and a different mix of liabilities. EQT’s financial position may differ from its financial position before the completion of the EQT Transaction, and the results of operations of the combined company may be affected by factors that are different from those currently affecting the results of operations of EQT and those currently affecting the results of operations of Equitrans Midstream. Accordingly, the market price and performance of EQT Shares is likely to be different from the performance of Equitrans Midstream common stock or EQT Shares in the absence of the EQT Transaction which may adversely affect the value of your investment following closing.

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~~MVP~~Current ~~full~~Equitrans ~~in-service. Failure~~Midstream toshareholders ~~comply~~will ~~with~~have ~~the~~reduced ~~terms~~ownership ofand ~~the~~voting ~~consent~~interest ~~agreement~~in ~~could have adverse effects on~~ the ~~project,~~combined ~~including~~company ~~affecting~~and ~~project~~will ~~timing~~exercise ~~(and~~less ~~consequent~~influence ~~impacts~~over ~~related~~the tocombined ~~any~~company’s ~~delay)~~management.

~~Item~~As 1Aof March 11, 2024, based on the Exchange Ratio, the number of outstanding shares of Equitrans Midstream common stock and the number of outstanding EQT Shares, it is expected that immediately following the EQT Transaction, Equitrans Midstream shareholders would own approximately 26% of the issued and outstanding shares of the combined company on a fully diluted basis. ~~Risk~~As ~~Factors~~a result, Equitrans Midstream’s current shareholders will have less influence on the policies of the combined company than they currently have on the policies of Equitrans Midstream.

~~The~~We ~~Company~~are isexpected ~~subject~~ to aincur ~~variety of~~ significant ~~risks~~transaction incosts ~~addition to the matters set forth under the forward-looking statements section~~ in ~~Part~~connection I,with Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," of this Quarterly Report on Form 10-Q. The Company has identified a number of these risk factors in Part I, Item 1A, "Risk Factors," in its Annual Report on Form 10-K for the ~~year~~EQT ~~ended December 31~~Transaction, ~~2022,~~ which ~~risk~~may ~~factors, as modified by this Quarterly Report on Form 10-Q, are incorporated herein by reference. These risk factors should~~ be ~~considered carefully~~ in ~~evaluating~~excess ~~the~~of ~~Company’s~~those ~~risk~~anticipated ~~profile.~~by us.

~~There~~We have ~~been~~incurred noand ~~material~~are ~~changes~~expected ~~from~~to continue to incur a number of non-recurring costs associated with negotiating and completing the ~~risk~~EQT ~~factors~~Transaction, ~~previously~~combining ~~disclosed~~the operations of the two companies and achieving potential synergies. These costs have been, and are expected to continue to be, substantial and, in many cases, will be borne by us whether or not the ~~Company's~~EQT ~~Annual~~Transaction ~~Report~~is oncompleted. ~~Form~~A 10substantial majority of non-Krecurring ~~for~~expenses will consist of transaction costs and include, among others, fees paid to financial, legal, accounting and other advisors, employee retention, severance and benefit costs, and filing fees. We will continue to assess the ~~year~~magnitude ~~ended~~of ~~December 31~~these costs, ~~2022~~and additional unanticipated costs may be incurred in connection with the EQT Transaction and the integration of the two companies’ businesses. While we have assumed that a certain level of expenses would be incurred, there are many factors beyond our control that could affect the total amount or the timing of the expenses. The elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may not offset integration-related costs and achieve a net benefit in the near term, or at all.

The failure to successfully combine the businesses of EQT and Equitrans Midstream may adversely affect EQT’s future results, which may adversely affect the value of the EQT Shares that Equitrans Midstream shareholders would receive in the EQT Transaction.

The success of the EQT Transaction will depend, in part, on the ability of EQT to realize the anticipated benefits from combining the businesses of EQT and Equitrans Midstream. To realize these anticipated benefits, EQT’s and Equitrans Midstream’s businesses must be successfully combined. If the combined company is not able to achieve these objectives, the anticipated benefits of the EQT Transaction may not be realized fully or at all or may take longer to realize than expected. In addition, the actual integration may result in additional and unforeseen expenses, which could reduce the anticipated benefits of the Mergers.

EQT and Equitrans Midstream, including their respective subsidiaries, have operated and, until the completion of the EQT Transaction, will continue to operate independently. It is possible that the pendency of the transaction, as well as the integration process, could result in the loss of key personnel, as well as the disruption of each company’s ongoing businesses. Any or all of those occurrences could adversely affect the combined company’s ability to maintain relationships with customers and employees prior to, or after, the EQT Transaction or to achieve the anticipated benefits of the EQT Transaction. Integration efforts between the two companies will also divert management attention and resources from other aspects of the business.

Uncertainties associated with the EQT Transaction may cause a loss of management and other key personnel of Equitrans Midstream, which could adversely affect the future business and operations of the combined company following the Mergers or the business of Equitrans Midstream should the Mergers not be completed.

Equitrans Midstream is dependent on the experience and industry knowledge of its officers and other key management, technical and professional personnel to execute its business plans. The combined company’s success after the EQT Transaction will depend in part upon its ability to retain key management and other key personnel of Equitrans Midstream. Current and prospective employees of EQT and Equitrans Midstream may experience uncertainty about their roles within the combined company following the EQT Transaction or other concerns regarding the timing and completion of the EQT Transaction or the operations of the combined company following the EQT Transaction, any of which may have an adverse effect on the ability of EQT and Equitrans Midstream to retain or attract key management and other key personnel. If EQT and Equitrans Midstream are unable to retain personnel, including key management, who are critical to the future operations of the companies, EQT and Equitrans Midstream could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment and training costs. In addition, the loss of key personnel could diminish the anticipated benefits of the EQT Transaction.

The EQT Transaction may not be completed, and the Merger Agreement may be terminated in accordance with its terms, and failure to complete the EQT Transaction could negatively impact Equitrans Midstream’s common stock price and have other adverse effects.

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EQT or Equitrans Midstream may elect to terminate the Merger Agreement in accordance with its terms in certain circumstances. If the EQT Transaction is not completed for any reason, including if the EQT shareholders or Equitrans Midstream shareholders fail to approve the applicable proposals, the ongoing businesses of Equitrans Midstream may be materially adversely affected and, without realizing any of the benefits of having completed the EQT Transaction, we would be subject to a number of risks, including the following:

•Equitrans Midstream may experience negative reactions from the financial markets, including negative impacts on our share price;

•Equitrans Midstream, our subsidiaries and/or our joint ventures may experience negative reactions from our respective customers, suppliers, vendors, landlords, joint venture co-members and other business relationships;

•We will still be required to pay certain significant costs relating to the EQT Transaction, such as legal, accounting, financial advisor and printing fees;

•We may be required to pay a termination fee as required by the Merger Agreement;

•The Merger Agreement places certain restrictions on the conduct of the business pursuant to the terms of the Merger Agreement, which could delay or prevent us from pursuing certain business opportunities or responding to competitive or other developments that, absent the Merger Agreement, may have been pursued or responded to;

•Matters relating to the EQT Transaction (including integration planning) require substantial commitments of time and resources by our management, which may have resulted in the distraction of our management from ongoing business operations; and

•Litigation related to any failure to complete the EQT Transaction or related to any enforcement proceeding commenced against Equitrans Midstream to perform our obligations pursuant to the Merger Agreement.

Our directors and executive officers have interests in the EQT Transaction that may be different from, or in addition to, the interests of the Equitrans Midstream shareholders generally.

In considering the recommendation of our board of directors that Equitrans Midstream shareholders vote in favor of the EQT Transaction proposal, Equitrans Midstream shareholders should be aware of the fact that, aside from their interests as Equitrans Midstream shareholders, certain Equitrans Midstream directors and executive officers have interests in the EQT Transaction that may be different from, or in addition to, the interests of Equitrans Midstream shareholders generally. These interests include, among others:

•rights to continuing indemnification and directors’ and officers’ liability insurance;

•certain officers (including certain of our named executive officers, other than our Executive Chairman and President and Chief Executive Officer) and other personnel of Equitrans Midstream will receive certain cash or stock bonuses from Equitrans Midstream upon completion of the EQT Transaction;

•certain members of our board of directors are expected to be named to the board of directors of EQT following consummation of the EQT Transaction; and

•in the event an officer’s or director’s employment or service with Equitrans Midstream is terminated upon or following the closing of the EQT Transaction, vesting and payout of outstanding awards previously granted under the Equitrans Midstream Corporation 2018 Long-Term Incentive Plan may be accelerated in accordance with the terms of the applicable award agreements.

Our board of directors was aware of and considered these potential interests, among other matters, in evaluating and negotiating the Merger Agreement and the transactions contemplated therein, in approving the EQT Transaction and in recommending that Equitrans Midstream shareholders approve the EQT Transaction proposal.

Litigation relating to the EQT Transaction could result in an injunction preventing completion of the EQT Transaction, substantial costs to EQT and Equitrans Midstream and may adversely affect the combined company’s business, financial condition or results of operations following the Mergers.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on EQT’s and Equitrans Midstream’s respective liquidity and financial condition.

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Lawsuits that may be brought against EQT, Equitrans Midstream and their respective directors and/or officers could seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the Merger Agreement even if already implemented and to otherwise enjoin the parties from consummating the EQT Transaction. One of the conditions to the closing of the EQT Transaction is that no injunction by any court or other tribunal of competent jurisdiction has been entered and continues to be in effect and no law has been adopted or is effective, in either case that prohibits or makes illegal the closing of the EQT Transaction. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the EQT Transaction, that injunction may delay or prevent the EQT Transaction from being completed within the expected timeframe or at all.

Equitrans Midstream and EQT must obtain certain regulatory approvals and clearances to consummate the EQT Transaction, which, if delayed, not granted or granted with unacceptable conditions, could prevent, substantially delay or impair consummation of the Mergers, result in additional expenditures of money and resources or reduce the anticipated benefits of the Mergers.

At any time before or after consummation of the EQT Transaction, the U.S. Department of Justice or the Federal Trade Commission, or any state attorney general, could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including but not limited to seeking to enjoin the completion of the Mergers, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying or impeding consummation of the Mergers or of imposing additional costs or limitations on Equitrans Midstream or EQT following completion of the Mergers, any of which might have an adverse effect on Equitrans Midstream or EQT following completion of the Mergers and may diminish the anticipated benefits of the Mergers.

Completion of the EQT Transaction may trigger change in control or other provisions in certain agreements to which Equitrans Midstream or any of its subsidiaries or joint ventures is a party.

The completion of the EQT Transaction may trigger change in control or other provisions in certain agreements to which Equitrans Midstream or any of its subsidiaries or joint ventures is a party. If Equitrans Midstream, its subsidiaries or its joint ventures, as applicable, are unable to negotiate modifications, consents or waivers of those provisions, the counterparties may exercise their rights and remedies under such agreements, potentially terminate such agreements, or seek monetary damages. Even if Equitrans Midstream, its subsidiaries or its joint ventures, as applicable, are able to negotiate modifications, consents or waivers, the counterparties may require a fee for such modifications, consents or waivers or seek to renegotiate such agreements on terms less favorable to Equitrans Midstream or the applicable subsidiary or joint venture.

The synergies attributable to the EQT Transaction may vary from expectations.

The combined company may fail to realize the anticipated benefits and synergies expected from the EQT Transaction, which could adversely affect the combined company’s business, financial condition and operating results. The success of the Mergers will depend, in significant part, on the combined company’s ability to successfully integrate the acquired business and realize the anticipated strategic and financial performance benefits and synergies from the combination. However, achieving these benefits requires, among other things, realization of the targeted cost and operational synergies expected from the Mergers, which may not be realized fully or at all, may take longer to realize than expected or may be less significant than expected. If the combined company is not able to achieve these objectives and realize the anticipated benefits and synergies expected from the EQT Transaction within the anticipated timing or at all, the combined company’s business, financial condition and operating results may be adversely affected, the combined company’s earnings per share may be diluted, the anticipated accretive effect of the Mergers may decrease or be delayed and the share price of the combined company may be negatively impacted.

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

Purchases of Equity Securities

The following table sets forth the Company's repurchases of equity securities registered under Section 12 of the Exchange Act that occurred during the three months ended ~~September~~March 3031, ~~2023~~2024:

Period

Total number of shares purchased (a)

Average price paid per share

Total number of shares purchased as part of publicly announced plans or programs

Approximate dollar value of shares that may yet be purchased under the plans or programs

July 2023 (July 1 - July 31)

—

August 2023 (August 1 - August 31)

—

September 2023 (September 1 - September 30)

—

Total

—

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Period	Total number of shares purchased (a)	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Approximate dollar value of shares that may yet be purchased under the plans or programs
January 2024 (January 1 - January 31)	78,327	$	10.18	—	$	—
February 2024 (February 1 - February 29)	—	—		—	—
March 2024 (March 1 - March 31)	—	—		—	—
Total	78,327	$	10.18	—	$	—

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

Item 5. Other Information

During the three months ended ~~September~~March 3031, ~~2023~~2024, no director or officer of the Company subject to Section 16 of the Exchange Act adopted, terminated or modified a ‘Rule 10b5-1 trading arrangement’ or ‘non-Rule 10b5-1 trading arrangement,’ as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits

Exhibit No.

Document Description

Method of Filing

10.1*

Form of Equitrans Midstream Corporation Senior Executive 2021 MVP Performance Share Units Award Agreement Notice.

Incorporated herein by reference to Exhibit 10.02 to Form 10-Q (#001-38629) filed on August 1, 2023.

2.1*

Agreement and Plan of Merger, dated as of March 10, 2024, by and among EQT Corporation, Humpty Merger Sub Inc., Humpty Merger Sub LLC and Equitrans Midstream Corporation.

Incorporated herein by reference to Exhibit 2.1 to Form 8-K (#001-38629) filed on March 11, 2024.

10.02*

Transition Agreement between Equitrans Midstream Corporation and Thomas F. Karam.

Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-38629) filed on September 7, 2023.

3.1

Sixth Amended and Restated Bylaws of Equitrans Midstream Corporation.

Incorporated herein by reference to Exhibit 3.1 to Form 8-K (#001-38629) filed on April 24, 2024.

10.3*

Second Amendment to Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of January 15, 2019, by and between Equitrans Midstream Corporation and Diana M. Charletta.

Incorporated herein by reference to Exhibit 10.2 to Form 8-K (#001-38629) filed on September 7, 2023.

4.1

Indenture, dated as of February 26, 2024, by and between EQM Midstream Partners, LP and U.S. Bank Trust Company, National Association, as trustee.

Incorporated herein by reference to Exhibit 4.1 to Form 8-K (#001-38629) filed on February 26, 2024.

10.4*

Second Amendment to Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of November 13, 2018, by and between Equitrans Midstream Corporation and Thomas F. Karam.

Incorporated herein by reference to Exhibit 10.3 to Form 8-K (#001-38629) filed on September 7, 2023.

10.1**

Form of Key Talent Award Notice, dated March 11, 2024.

Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-38629) filed on March 11, 2024.

10.5*

Incorporated herein by reference to Exhibit 10.4 to Form 8-K (#001-38629) filed on September 7, 2023.

10.2

Purchase Agreement, dated February 21, 2024, by and among EQM Midstream Partners, LP, Equitrans Midstream Corporation (for certain limited purposes) and Wells Fargo Securities, LLC, as representative of the several initial purchasers named on Schedule 1 thereto.

Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-38629) filed on February 22, 2024.

10.6*

Second Amendment to Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of April 15, 2019, by and between Equitrans Midstream Corporation and Stephen M. Moore.

Incorporated herein by reference to Exhibit 10.5 to Form 8-K (#001-38629) filed on September 7, 2023.

10.3

Fifth Amendment to Third Amended and Restated Credit Agreement, dated as of February 15, 2024, by and among EQM Midstream Partners, LP, the lender parties thereto and Wells Fargo Bank, National Association, as administrative agent

Incorporated herein by reference to Exhibit 10.1(f) to Form 10-K (#001-38629) for the year ended December 31, 2023.

10.7*

First Amendment to Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of February 20, 2023, by and between Equitrans Midstream Corporation and Brian P. Pietrandrea.

Incorporated herein by reference to Exhibit 10.6 to Form 8-K (#001-38629) filed on September 7, 2023.

10.4**

First Amendment to Confidentiality, Non-Solicitation and Non-Competition Agreement, effective as of January 1, 2024, by and between Equitrans Midstream Corporation and Nathan P. Tetlow.

Incorporated herein by reference to Exhibit 10.16(b) to Form 10-K (#001-38629) for the year ended December 31, 2023.

10.8*

Fourth Amendment to Third Amended and Restated Credit Agreement, dated as of October 6, 2023, by and among EQM Midstream Partners, LP, the lender parties thereto and Wells Fargo Bank, National Association, as administrative agent.

Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-38629) filed on October 10, 2023.

10.5**

First Amendment to Confidentiality, Non-Solicitation and Non-Competition Agreement, effective as of January 1, 2024, by and between Equitrans Midstream Corporation and Justin S. Macken.

Incorporated herein by reference to Exhibit 10.17(b) to Form 10-K (#001-38629) for the year ended December 31, 2023.

10.9#

Letter Agreement, dated as of October 3, 2023, by and among EQM Gathering Opco, LLC, EQT Corporation, EQT Production Company, Rice Drilling B LLC, and EQT Energy, LLC.

Filed herewith as Exhibit 10.9.

10.6**

Equitrans Midstream Corporation 2024 Performance Share Unit Program.

Incorporated herein by reference to Exhibit 10.45 to Form 10-K (#001-38629) for the year ended December 31, 2023.

10.10#

Fifth Amendment to Gas Gathering and Compression Agreement, dated as of October 4, 2023, by and among EQT Corporation, EQT Production Company, Rice Drilling B LLC, EQT Energy, LLC and EQM Gathering Opco, LLC.

Filed herewith as Exhibit 10.10.

10.7**

Form of Participant Award Agreement under 2024 Performance Share Unit Program.

Incorporated herein by reference to Exhibit 10.46 to Form 10-K (#001-38629) for the year ended December 31, 2023.

10.11#

Letter Agreement, dated as of October 5, 2023, by and among EQM Gathering Opco, LLC, Equitrans, L.P., EQT Corporation, EQT Production Company, Rice Drilling B LLC, and EQT Energy, LLC.

Filed herewith as Exhibit 10.11.

10.8**

Form of Equitrans Midstream Corporation Restricted Stock Award Agreement (2024 Awards).

Incorporated herein by reference to Exhibit 10.47 to Form 10-K (#001-38629) for the year ended December 31, 2023.

10.12#

Amended and Restated Letter Agreement, dated as of October 12, 2023, by and among EQM Gathering Opco, LLC, EQT Corporation, EQT Production Company, Rice Drilling B LLC, and EQT Energy, LLC

Filed herewith as Exhibit 10.12.

10.9**

Equitrans Midstream Corporation 2024 Long-Term Incentive Plan

Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-38629) filed on April 24, 2024.

31.1

Rule 13(a)-14(a) Certification of Principal Executive Officer.

Filed herewith as Exhibit 31.1.

10.10#

Letter Agreement, dated as of December 5, 2023, by and among EQM Gathering Opco, LLC, EQT Corporation, EQT Production Company, Rice Drilling B LLC, and EQT Energy, LLC.

Filed herewith as Exhibit 10.10.

31.2

Rule 13(a)-14(a) Certification of Principal Financial Officer.

Filed herewith as Exhibit 31.2.

10.11#

Letter Agreement, dated as of April 9, 2024, by and among EQM Gathering Opco, LLC, EQT Corporation, EQT Production Company, Rice Drilling B LLC, and EQT Energy, LLC.

Filed herewith as Exhibit 10.11.

Section 1350 Certification of Principal Executive Officer and Principal Financial Officer.

Furnished herewith as Exhibit 32.

10.12#

Letter Agreement, dated as of April 9, 2024, by and among EQM Gathering Opco, LLC, EQT Corporation, EQT Production Company, Rice Drilling B LLC, and EQT Energy, LLC.

Filed herewith as Exhibit 10.12.

101

Inline Interactive Data File.

Filed herewith as Exhibit 101.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Filed herewith as Exhibit 104.

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19.1

Equitrans Midstream Corporation Corporate Stock Trading Policy, effective February 7, 2024, and related Addendum for Section 16 Reporting Officers and Directors.

Incorporated herein by reference to Exhibit 19.1 to Form 10-K (#001-38629) for the year ended December 31, 2023.

31.1

Rule 13(a)-14(a) Certification of Principal Executive Officer.

Filed herewith as Exhibit 31.1.

31.2

Rule 13(a)-14(a) Certification of Principal Financial Officer.

Filed herewith as Exhibit 31.2.

Section 1350 Certification of Principal Executive Officer and Principal Financial Officer.

Furnished herewith as Exhibit 32.

101

Inline Interactive Data File.

Filed herewith as Exhibit 101.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Filed herewith as Exhibit 104.

* Annexes, schedules and certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted annexes, schedules and exhibits upon request by the SEC.

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

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

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Equitrans Midstream Corporation (Registrant) By: /s/ Kirk R. Oliver Kirk R. Oliver ~~Senior~~Executive Vice President and Chief Financial Officer

Date: ~~October~~April 3130, ~~2023~~2024

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