8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 1, 2013

EQT Midstream Partners, LP

(Exact name of registrant as specified in its charters)

DELAWARE
(State or other jurisdiction of
incorporation or organization) 1-35574
(Commission File Number) 37-1661577
(IRS Employer Identification
No.)

625 Liberty Avenue, Suite 1700, Pittsburgh,
Pennsylvania
(Address of principal executive offices) 15222
(Zip Code)

Registrant’s telephone number, including area code: (412) 553-5700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

EQT Midstream Partners, LP (the “Partnership”) anticipates filing a registration statement on Form S-3, which incorporates by reference the contents of this Current Report on Form 8-K. The subsidiaries of the Partnership (the “Subsidiaries”) will be co-registrants with the Partnership, and the registration statement will register guarantees of debt securities by the Subsidiaries (other than EQT Midstream Finance Corporation, a 100 percent owned subsidiary of the Partnership which may act as co-issuer of any such debt securities).

The Subsidiaries are 100 percent owned by the Partnership and any guarantees by the Subsidiaries, if any, will be full and unconditional. Pursuant to Rule 3-10 of Regulation S-X, the Partnership, in Exhibit 99.1 to this Current Report on Form 8-K, is adding Note 16 to the Notes to Consolidated Financial Statements at December 31, 2012 and 2011 and for each of the three years in the period ended December 31, 2012 in Item 8 of the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2012. In addition, the Partnership, in Exhibit 99.2 to this Current Report, is adding Note J to the Notes to Consolidated Financial Statements (Unaudited) at March 31, 2013 and for the three months ended March 31, 2013 and 2012 in Part I, Item 1 of the Partnership’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.

This report should be read in conjunction with the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2012 and its Quarterly Report on Form 10-Q for the three months ended March 31, 2013, as well as its other filings with the Securities and Exchange Commission.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

23.1 —Consent of Ernst & Young LLP.

99.1 —“Item 8. Financial Statements and Supplementary Data” of the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2012.

99.2 —“Part I, Item 1. Financial Statements” of the Partnership’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.

101 —Interactive Data File.

SIGNATURES

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 hereunto duly authorized.

EQT Midstream Partners, LP
(Registrant)
By: EQT Midstream Services, LLC, its General Partner
By:	/s/ Philip P. Conti
	Philip P. Conti
	Senior Vice President and Chief Financial Officer

Date: July 1, 2013

EXHIBIT INDEX

Exhibit No.	Description
23.1	Consent of Ernst & Young LLP.
99.1	“Item 8. Financial Statements and Supplementary Data” of the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2012.
99.2	“Part I, Item 1. Financial Statements” of the Partnership’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.
101	Interactive Data File.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) (Registration Number 333-182460) pertaining to the EQT Midstream Services, LLC 2012 Long-Term Incentive Plan, of our report dated February 21, 2013 (except for Note 16, as to which the date is July 1, 2013), with respect to the consolidated financial statements of EQT Midstream Partners, LP, which appear in this Current Report (Form 8-K), filed with the Securities Exchange Commission.

/s/ Ernst & Young LLP

Pittsburgh, Pennsylvania

July 1, 2013

EX-99.1

Exhibit 99.1

Item 8.       Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

EQT Midstream Partners, LP

	Page Reference
Report of Independent Registered Public Accounting Firm	2
Consolidated Financial Statements:
Statements of Consolidated Operations for each of the three years in the period ended December 31, 2012	3
Statements of Consolidated Cash Flows for each of the three years in the period ended December 31, 2012	4
Consolidated Balance Sheets as of December 31, 2012 and 2011	5
Consolidated Statements of Partners’ Capital for each of the three years in the period ended December 31, 2012	6
Notes to Consolidated Financial Statements	7

1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors of EQT Midstream Services, LLC and Unitholders of

EQT Midstream Partners, LP

We have audited the accompanying consolidated balance sheets of EQT Midstream Partners, LP (including its Predecessor as defined in Note 1 and collectively, the Company) as of December 31, 2012 and 2011, and the related statements of consolidated operations, cash flows and partners’ capital for each of the three years in the period ended December 31, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of EQT Midstream Partners, LP at December 31, 2012 and 2011, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2012 in conformity with U.S. generally accepted accounting principles.

Pittsburgh, Pennsylvania

February 21, 2013, except for Note 16 as to which the date is July 1, 2013

2

EQT MIDSTREAM PARTNERS, LP

STATEMENTS OF CONSOLIDATED OPERATIONS

YEARS ENDED DECEMBER 31,

		2012		2011		2010
		(Thousands, except per unit amounts)
Revenues:
Operating revenues - affiliate	$	106,180	$	86,556	$	74,028
Operating revenues – third party		30,730		23,057		17,572
Total operating revenues		136,910		109,613		91,600
Operating expenses:
Operating and maintenance		29,405		26,221		24,300
Selling, general and administrative		16,575		17,302		18,477
Depreciation and amortization		20,239		11,470		10,886
Total operating expenses		66,219		54,993		53,663
Operating income		70,691		54,620		37,937
Other income, net		7,701		3,826		498
Interest expense, net		9,955		5,050		5,164
Income before income taxes		68,437		53,396		33,271
Income tax expense		13,131		20,807		14,030
Net income	$	55,306	$	32,589	$	19,241
Calculation of Limited Partner Interest in Net Income:
Net income (a)	$	32,060		N/A (b)		N/A
Less general partner interest in net income		(640)		N/A		N/A
Limited partner interest in net income	$	31,420		N/A		N/A
Net income per limited partner unit – basic	$	0.91		N/A		N/A
Net income per limited partner unit – diluted	$	0.90		N/A		N/A
Limited partner units outstanding – basic		34,679		N/A		N/A
Limited partner units outstanding – diluted		34,734		N/A		N/A

(a) Presented for the post-initial public offering (IPO) period only. Reflects general and limited partner interest in net income from and after the closing of the Company’s IPO on July 2, 2012. See Note 1 of Notes to the Consolidated Financial Statements.

(b) Not applicable.

See notes to consolidated financial statements.

3

EQT MIDSTREAM PARTNERS, LP

STATEMENTS OF CONSOLIDATED CASH FLOWS

YEARS ENDED DECEMBER 31,

		2012			2011			2010
		(Thousands)
Cash flows from operating activities:
Net income	$		55,306	$		32,589	$		19,241
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		20,239			11,470			10,886
Deferred income taxes		6,789			12,506			11,115
Other income		(7,701)			(3,826)			(498)
Non-cash long term compensation expense		2,282			2,249			1,292
Non-cash reserve adjustment		(2,508)			—			—
Changes in other assets and liabilities:
Accounts receivable		(10,825)			(492)			(1,885)
Accounts payable		(11,070)			14,470			(1,727)
Regulatory assets		1,793			(1,743)			1,929
Due (to)/from EQT affiliates		28,555			(16,846)			(10,509)
Other assets and other liabilities		(5,923)			(2,813)			(1,128)
Net cash provided by operating activities		76,937			47,564			28,716
Cash flows from investing activities:
Capital expenditures		(167,062)			(135,831)			(36,404)
Net cash used in investing activities		(167,062)			(135,831)			(36,404)
Cash flows from financing activities:
Proceeds from the issuance of common units, net of offering costs		276,780			—			—
Distribution of proceeds		(230,887)			—			—
Due (to)/ from EQT		(49,657)			58,405			(875)
Retirements of long-term debt		(135,235)			—			—
Partners’ investments		276,543			27,250			8,601
Capital contributions		1,863			—			—
Distributions paid to EQT		(10,193)			(11,729)			(4,975)
Distributions paid to unitholders		(12,386)			—			—
Payment of revolver fees		(1,864)			—			—
Capital lease principal payments		(2,889)			—			—
Net cash provided by financing activities		112,075			73,926			2,751
Net change in cash and cash equivalents		21,950			(14,341)			(4,937)
Cash and cash equivalents at beginning of year		—			14,341			19,278
Cash and cash equivalents at end of year	$		21,950	$		—	$		14,341
Cash paid during the year for:
Interest paid		11,996			5,663			5,199
Non-cash activity during the year for:
Capital lease obligation	$		215,731	$		—	$		—
Non-cash distributions	$		205,949	$		—	$		—
Elimination of net current and deferred tax liabilities	$		143,587	$		—	$		—

See notes to consolidated financial statements.

4

EQT MIDSTREAM PARTNERS, LP

CONSOLIDATED BALANCE SHEETS

YEARS ENDED DECEMBER 31,

		2012			2011
		(Thousands, except number of units)
Assets
Current assets:
Cash and cash equivalents	$		21,950	$		—
Accounts receivable (net of allowance for doubtful accounts of $64 in 2012 and $77 in 2011)		3,743			5,147
Accounts receivable - affiliate		11,911			9,283
Due from related party		2,382			40,369
Other current assets		645			1,661
Total current assets		40,631			56,460
Property, plant and equipment		795,498			608,231
Less: accumulated depreciation		(148,212)			(137,339)
Net property, plant and equipment		647,286			470,892
Regulatory assets		17,877			18,247
Other assets		1,810			843
Total assets	$		707,604	$		546,442
Liabilities and Partners’ Capital
Current liabilities:
Accounts payable	$		9,452	$		20,522
Due to related party		1,130			68,161
Income taxes payable		—			17,498
Lease obligation - current		9,537			—
Accrued liabilities		10,207			11,247
Total current liabilities		30,326			117,428
Notes payable – affiliate		—			135,235
Deferred income taxes and investment tax credits		—			112,218
Lease obligation		203,305			—
Other long-term liabilities		2,760			7,928
Total liabilities		236,391			372,809
Partners’ capital:
Common units (17,339,718 units issued and outstanding at December 31, 2012)		310,679			—
Subordinated units (17,339,718 units issued and outstanding at December 31, 2012)		148,397			—
General partner interest (707,744 units issued and outstanding at December 31, 2012)		12,137			—
Parent’s net investment		—			173,633
Total partners’ capital		471,213			173,633
Total liabilities and partners’ capital	$		707,604	$		546,442

See notes to consolidated financial statements.

5

EQT MIDSTREAM PARTNERS, LP

CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

YEARS ENDED DECEMBER 31, 2012, 2011 and 2010

					Partners’ Capital
		Parent Net			Limited Partners						General
		Investment			Common			Subordinated			Partner			Total
		(Thousands)
Balance at January 1, 2010	$		102,656	$		—	$		—	$		—	$		102,656
Investment by partners		8,601			—			—			—			8,601
Distributions paid		(4,975)			—			—			—			(4,975)
Net income		19,241			—			—			—			19,241
Balance at December 31, 2010		125,523			—			—			—			125,523
Investment by partners		27,250			—			—			—			27,250
Distributions paid		(11,729)			—			—			—			(11,729)
Net income		32,589			—			—			—			32,589
Balance at December 31, 2011		173,633			—			—			—			173,633
Net income attributable to the period January 1, 2012 through July 1, 2012		23,246			—			—			—			23,246
Investment by partners		276,543			—			—			—			276,543
Distributions paid		(10,193)			—			—			—			(10,193)
Non-cash distributions		(205,949)			—			—			—			(205,949)
Elimination of net current and deferred tax liabilities		143,587			—			—			—			143,587
Contribution of net assets to EQT Midstream Partners, LP		(400,867)			56,560			330,805			13,502			—
Issuance of common units to public, net of offering costs		—			276,780			—			—			276,780
Distribution of proceeds		—			(32,837)			(192,049)			(6,001)			(230,887)
Capital contribution		—			—			—			4,244			4,244
Equity-based compensation plans		—			535			—			—			535
Net income attributable to the period July 2, 2012 through December 31, 2012		—			15,710			15,710			640			32,060
Distributions to unitholders		—			(6,069)			(6,069)			(248)			(12,386)
Balance at December 31, 2012	$		—	$		310,679	$		148,397	$		12,137	$		471,213

See notes to consolidated financial statements.

6

EQT MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

1.Summary of Operations and Significant Accounting Policies

Organization

EQT Midstream Partners, LP (the Partnership, EQT Midstream Partners or the Company), which closed its initial public offering (IPO) to become publicly traded on July 2, 2012, is a growth-oriented Delaware limited partnership formed by EQT Corporation in January 2012.  Equitrans, L.P. (Equitrans) is a Pennsylvania limited partnership and the predecessor for accounting purposes (the Predecessor or EQT Midstream Partners Predecessor) of EQT Midstream Partners. EQT Midstream Services, LLC is the Company’s general partner. References in these consolidated financial statements to the “Company,” when used for periods prior to the IPO, refer to Equitrans.  References in these consolidated financial statements to the “Company,” when used for periods beginning at or following the IPO, refer collectively to the Partnership and its consolidated subsidiaries. References in these consolidated financial statements to ‘‘EQT’’ refer collectively to EQT Corporation and its consolidated subsidiaries.  For periods prior to the IPO, the accompanying consolidated financial statements and related notes include the assets, liabilities and results of operations of Equitrans presented on a carve-out basis, excluding the financial position and results of operations of the Big Sandy Pipeline (as described below), prior to the contribution by EQT of all of the partnership interests in Equitrans to EQT Midstream Partners, in connection with the Partnership’s IPO.

As of January 1, 2011, Equitrans was owned 97.25% by EQT Corporation and 2.75% by ET Blue Grass, LLC, a subsidiary of EQT Corporation.

The Company does not have any employees. Operational support for the Company is provided by EQT Gathering, LLC (EQT Gathering), one of EQT’s operating subsidiaries engaged in certain midstream business operations. EQT Gathering’s employees manage and conduct the Company’s daily business operations.

Prior to July 2011, Equitrans owned an approximately 70 mile FERC-regulated transmission pipeline located in eastern Kentucky (Big Sandy Pipeline). Construction on the Big Sandy Pipeline began in 2006 and was completed in 2008. Equitrans operated the pipeline until April 2011, when it was transferred to an affiliate. Such affiliate was subsequently sold in July 2011 to an unrelated third party pipeline operator. Equitrans has no continuing operations in Kentucky or any retained interest in the Big Sandy Pipeline.

On June 18, 2012, the Company transferred ownership of the Sunrise Pipeline, an approximately 40 mile, FERC-regulated transmission pipeline which was under construction, to EQT via a non-cash distribution of $193.7 million. Contemporaneously with this transfer, the Company entered into a capital lease obligation with EQT for the lease of the Sunrise Pipeline. Under the capital lease, the Company operates the pipeline as part of its transmission and storage system under the rates, terms and conditions of its FERC-approved tariff. The Sunrise Pipeline was placed into service on July 28, 2012. The Company makes monthly lease payments to EQT based on the lesser of a payment based on revenues collected less the actual cost to operate the pipeline and a payment based on depreciation expense and pre-tax return on invested capital for the Sunrise Pipeline.

Immediately prior to the closing of the IPO, EQT contributed all of the partnership interests in Equitrans to the Partnership and Equitrans distributed its accounts receivable to EQT via a non-cash distribution of approximately $12 million. The Company issued 14,375,000 common units in the IPO, which included the full exercise of the underwriters’ over-allotment option, and represented 40.6% of the Company’s outstanding equity. EQT retained a 59.4% equity interest in the Company, including 2,964,718 common units, 17,339,718 subordinated units, and a 2% general partner interest. The Company received net proceeds of approximately $277 million, after deducting the underwriters’ discount and a structuring fee of approximately $20 million, and estimated offering expenses of approximately $5 million. Approximately $231 million of the proceeds were distributed to EQT, $12 million was retained by the Company to replenish amounts distributed by Equitrans to EQT prior to the IPO, $32 million was retained by the Company to pre-fund certain maintenance capital expenditures, and $2 million was used by the Company to pay revolving credit facility origination fees associated with its $350 million revolving credit

7

EQT MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

agreement described in Note 6. In connection with the IPO, Equitrans’ net current and deferred taxes of approximately $144 million were eliminated.  See further discussion in Note 4.

Nature of Business

The Company is a growth-oriented limited partnership formed by EQT to own, operate, acquire and develop midstream assets in the Appalachian Basin. The Company provides midstream services to EQT and third parties in the Appalachian Basin across 22 counties in Pennsylvania and West Virginia through two primary assets: the transmission and storage system and the gathering system.

Transmission and Storage System: The Company’s transmission and storage system includes an approximately 700 mile FERC-regulated interstate pipeline that connects to five long-haul interstate pipelines and multiple distribution companies. The transmission and storage system is supported by 14 associated natural gas storage reservoirs with approximately 400 MMcf per day of peak withdrawal capability and 32 Bcf of working gas capacity. As of December 31, 2012, the transmission assets had total throughput capacity of approximately 1.4 TBtu per day. Revenues are primarily driven by the Company’s firm transmission and storage contracts.

Gathering System: The Company’s gathering system consists of approximately 2,000 miles of FERC-regulated low-pressure gathering lines. Substantially all of the revenues associated with the Company’s gathering system are generated under interruptible gathering service contracts.

Significant Accounting Policies

Principles of Consolidation: The Consolidated Financial Statements include the accounts of EQT Midstream Partners, LP and all subsidiaries and partnerships. Transactions between the Company and EQT have been identified in the Consolidated Financial Statements as transactions between affiliates in Note 3.

Segments: Operating segments are revenue-producing components of the enterprise for which separate financial information is produced internally and are subject to evaluation by the Company’s chief operating decision maker in deciding how to allocate resources.

The Company reports its operations in two segments, which reflect its lines of business.  Transmission and storage includes the Company’s FERC-regulated interstate pipeline and storage business. Gathering includes the FERC-regulated low pressure gathering system. The operating segments are evaluated on their contribution to the Company’s operating income.

All of the Company’s operating revenues, income from continuing operations and assets are generated or located in the United States.

Use of Estimates:  The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes.  Actual results could differ from those estimates.

Cash and Cash Equivalents:  The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.  Interest earned on cash equivalents is included as a reduction to interest expense, net in the accompanying statements of consolidated operations.

Trade and Other Receivables:  Trade and other receivables are stated at their historical carrying amount. Judgment is required to assess the ultimate realization of accounts receivable, including assessing the probability of collection and the creditworthiness of customers. Based upon management’s assessments, allowances for doubtful accounts of approximately $0.1 million were provided at December 31, 2012 and 2011. The Company also maintains certain receivables due from EQT. Refer to Note 3 for further discussion.

8

EQT MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

Property, Plant and Equipment: The Company’s property, plant and equipment are stated at amortized cost. Maintenance projects that do not increase the overall life of the related assets are expensed as incurred. Expenditures that extend the useful life of the underlying asset are capitalized.

		As of December 31,
		2012			2011
		(Thousands)
Transmission and storage assets	$		691,898	$		511,089
Accumulated depreciation		(125,129)			(114,485)
Net transmission and storage assets		566,769			396,604
Gathering assets		103,600			97,142
Accumulated depreciation		(23,083)			(22,854)
Net gathering assets		80,517			74,288
Net property, plant and equipment	$		647,286	$		470,892

Depreciation is recorded using composite rates on a straight-line basis. The overall rate of depreciation for the years ended December 31, 2012, 2011 and 2010 were approximately 2.6%, 1.9% and 2.1%, respectively. The Company estimates the pipelines have useful lives ranging from 37 years to 65 years and the compression equipment has a useful life of 45 years. The Sunrise Pipeline capital lease is depreciated over the 15 year life of the lease, as compared to the 40 year expected life of the pipeline and is included in the overall depreciation rate for the year ended December 31, 2012. Depreciation rates are re-evaluated each time the Company files with the FERC for a change in the Company’s transportation and storage rates.

Whenever events or changes in circumstances indicate that the carrying amount of long-lived assets may not be recoverable, the Company reviews its long-lived assets for impairment by first comparing the carrying value of the assets to the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the assets. The transmission, storage and gathering systems are evaluated as one asset group for impairment purposes because the cash flows are not independent of one another. If the carrying value exceeds the sum of the assets’ undiscounted cash flows, the Company estimates an impairment loss equal to the difference between the carrying value and fair value of the assets.

Natural Gas Imbalances: The Company experiences natural gas imbalances when the actual amount of natural gas delivered from a pipeline system or storage facility differs from the amount of natural gas scheduled to be delivered. The Company values these imbalances due to or from shippers and operators at current index prices. Imbalances are settled in-kind, subject to the terms of the FERC tariff.

Imbalances as of December 31, 2012 and 2011 were $1.8 million and $1.1 million, respectively, and are included in accrued liabilities in the accompanying consolidated balance sheets. In addition, the Company classifies all imbalances as current as it expects to settle them within a year.

Accrued Liabilities: Included in accrued liabilities in the Company’s consolidated balance sheets is approximately $5 million and $6 million of incentive compensation at December 31, 2012 and 2011, respectively.

Regulatory Accounting: The Company’s operations consist of interstate pipeline, intrastate gathering and storage operations subject to regulation by the FERC. Rate regulation provided by the FERC is designed to enable the Company to recover the costs of providing the regulated services plus an allowed return on invested capital. The application of regulatory accounting allows the Company to defer expenses and income in its balance sheets as regulatory assets and liabilities when it is probable that those expenses and income will be allowed in the rate setting process in a period different from the period in which they would have been reflected in the statements of operations

9

EQT MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

for a non-regulated company. The deferred regulatory assets and liabilities are then recognized in the statements of operations in the period in which the same amounts are reflected in rates. The amounts deferred are to be recovered over the regulated period. The amounts deferred in the balance sheets relate primarily to the accounting for income taxes, AFUDC and post-retirement benefit costs. The amounts established for accounting for income taxes and AFUDC were generated during the pre-IPO period when the Company was reported and included as part of EQT’s consolidated federal tax return. The Company believes that it will continue to be subject to rate regulation that will provide for the recovery of deferred costs.

On April 5, 2006, the FERC approved a settlement to Equitrans’ consolidated 2005 and 2004 rate case filings. The settlement became effective on June 1, 2006. This settlement (i) increased the Company’s base tariff rates, (ii) implemented an annual surcharge for the tracking and recovery of certain pipeline safety costs among other programs, which surcharge is currently subject to two customer protests for which the Company is seeking FERC approval of a proposed settlement which would replace the annual tracker with a fixed pipeline safety cost rate and (iii) implemented a mechanism for recovering migrated base gas. The Company previously established a storage reserve for the recovery of base storage gas from excess customer retention provided in the Company’s 2006 rate settlement.  At December 31, 2012, the majority of the gas has been recovered and the related reserve was reduced.

Revenue Recognition: Revenues relating to the transmission, storage and gathering of natural gas are recognized in the period service is provided. Reservation revenues on firm contracted capacity are recognized ratably over the contract period based on the contracted volume regardless of the amount of natural gas that is transported. Revenues associated with interruptible services are recognized as physical deliveries of natural gas are made. Revenue is recognized for gathering activities when deliveries of natural gas are made.

AFUDC: The Company capitalizes the carrying costs for the construction of certain regulated long-term assets and amortizes the costs over the life of the related assets. The calculated AFUDC includes capitalization of the cost of financing construction of assets subject to regulation by the FERC. A computed interest cost and a designated cost of equity for financing the construction of these regulated assets are recorded in the consolidated financial statements. AFUDC applicable to equity funds recorded in other income in the statements of consolidated operations for the years ended December 31, 2012, 2011 and 2010 were $6.2 million, $3.8 million and $0.1 million, respectively. AFUDC applicable to interest cost for the years ended December 31, 2012, 2011 and 2010 was $1.7 million, $0.8 million and $0.1 million, respectively, and is included as a reduction of interest expense, net in the statements of consolidated operations.

Asset Retirement Obligations: The Company operates and maintains its transmission and storage system and its gathering system, and intends to do so as long as supply and demand for natural gas exists, which is expected for the foreseeable future. Therefore, the Company believes that it cannot reasonably estimate the asset retirement obligations for its system assets as these assets have indeterminate lives.

Equity-Based Compensation: The Company has awarded equity-based compensation in connection with the EQT Midstream Services, LLC 2012 Long-Term Incentive Plan. These awards will be paid in units, and as such the Company treats these programs as equity awards. Awards that have a fixed estimate due to a market condition require the Company to obtain a valuation. Significant assumptions made in valuing the Company’s awards include the market price of units at payout date, total unitholder return threshold to be achieved, volatility, risk-free rate, term, dividend yield and forfeiture rate.

Net Income per Limited Partner Unit: Net income per limited partner unit is calculated utilizing the two-class method by dividing the limited partner interest in net income by the weighted average number of limited partner units outstanding during the period. The limited partner interest in net income is determined by first allocating net income (earned from the close of the IPO) to the general partner based upon the general partner’s ownership interest of 2%. The common units issued during the period are included on a weighted-average basis for the days in which they were outstanding. Diluted net income per limited partner unit reflects the potential dilution

10

EQT MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

that could occur if securities or other agreements to issue common units, such as performance awards, were exercised, settled or converted into common units.

Income Taxes: Prior to the IPO, the Company’s income was reported and included as part of EQT’s consolidated federal tax return. Equitrans is a Pennsylvania limited partnership that was a tax partnership through December 31, 2010 at which time as a result of an internal restructuring it was deemed to be solely owned by EQT and became a disregarded entity for federal income tax purposes.  In conjunction with the contribution by EQT of the ownership of Equitrans to the Partnership immediately prior to the IPO, approximately $143.6 million of net current and deferred tax liabilities were eliminated through equity. Effective July 2, 2012, as a result of its limited partnership structure, the Company is a partnership for income tax purposes and no longer subject to federal and state income taxes.  For federal and state income tax purposes, all income, expenses, gains, losses and tax credits generated flow through to the owners, and accordingly, do not result in a provision for income taxes for the Company.  Net income for financial statement purposes may differ significantly from taxable income of unitholders because of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements under the Company’s partnership agreement.  The aggregate difference in the basis of our net assets for financial and tax reporting purposes cannot be readily determined because information regarding each partner’s tax attributes is not available to us.

Subsequent Events: The Company has evaluated subsequent events through the date of the financial statement issuance.

Recently Issued Accounting Standards

Under the Jumpstart Our Business Startups Act (JOBS Act), for as long as the Company remains an ‘‘emerging growth company’’ as defined in the JOBS Act, the Company may take advantage of certain exemptions from Securities and Exchange Commission (SEC) reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to provide an auditor’s attestation report on management’s assessment of the effectiveness of its system of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in the Company’s periodic reports and proxy statements, exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and seeking shareholder approval of any golden parachute payments not previously approved. The Company may take advantage of these reporting exemptions until the Company is no longer an emerging growth company. The Company will remain an emerging growth company for up to five years, although it will lose that status sooner if it has more than $1.0 billion of revenues in a fiscal year, the limited partner interests held by non-affiliates have a market value of more than $700 million, or the Company issues more than $1.0 billion of non-convertible debt over a three-year period.

The JOBS Act also provides that an emerging growth company can delay adopting new or revised accounting standards until such time as those standards apply to private companies. The Company has irrevocably elected to ‘‘opt out’’ of this exemption and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

2.Financial Information by Business Segment

Operating segments are revenue-producing components of the 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.

The Company reports its operations in two segments, which reflect its lines of business. Transmission and storage includes the Company’s FERC-regulated interstate pipeline and storage business. Gathering includes the FERC-regulated low pressure gathering system. The operating segments are evaluated on their contribution to the Company’s results based on operating income.

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EQT MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

All of the Company’s operating revenues, income from operations and assets are generated or located in the United States.

		Years Ended December 31,
		2012			2011			2010
		(Thousands)
Revenues from external customers:
Transmission and storage	$		120,797	$		93,707	$		74,393
Gathering		16,113			15,906			17,207
Total	$		136,910	$		109,613	$		91,600
Operating income (loss):
Transmission and storage	$		76,667	$		60,906	$		42,280
Gathering		(5,976)			(6,286)			(4,343)
Total operating income	$		70,691	$		54,620	$		37,937
Reconciliation of operating income to net income:
Other income		7,701			3,826			498
Interest expense		9,955			5,050			5,164
Income taxes		13,131			20,807			14,030
Net income	$		55,306	$		32,589	$		19,241

		As of December 31,
		2012			2011
		(Thousands)
Segment assets:
Transmission and storage	$		632,404	$		461,002
Gathering		75,200			85,440
Total assets	$		707,604	$		546,442

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EQT MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

		Years Ended December 31,
		2012			2011			2010
		(Thousands)
Depreciation and amortization:
Transmission and storage	$		17,400	$		8,850	$		8,212
Gathering		2,839			2,620			2,674
Total	$		20,239	$		11,470	$		10,886
Expenditures for segment assets:
Transmission and storage	$		161,683	$		131,902	$		33,158
Gathering		5,379			3,929			3,246
Total	$		167,062	$		135,831	$		36,404

3.Related-Party Transactions

In the ordinary course of business, the Company has transactions with affiliated companies. The Company has various contracts with affiliates including, but not limited to, Transportation Service and Precedent Agreements, Storage Agreements and Gas Gathering Agreements.

Accounts receivable—affiliate represents amounts due from subsidiaries of EQT, primarily related to transmission, storage and gathering services. For the years ended December 31, 2012, 2011 and 2010, the Company generated revenues of approximately $106.2 million, $86.6 million and $74.0 million, respectively, from services provided to subsidiaries of EQT.

The accompanying consolidated balance sheets include amounts due from related parties of $2.4 million and $40.4 million as of December 31, 2012 and 2011, respectively. Amounts due to related parties as of December 31, 2012 and 2011, respectively, totaled $1.1 million and $68.2 million. These amounts represent transactions with subsidiaries of EQT other than transmission, storage and gathering services.

As discussed in Note 6 prior to the Company’s IPO, EQT provided financing to its subsidiaries directly or indirectly through EQT Capital Corporation (EQT Capital), EQT’s subsidiary finance company, predominantly through intercompany term and demand loans.  The Company had demand and term notes due to EQT Capital of approximately $135.2 million as of December 31, 2011, which were repaid prior to the IPO. Interest expense on affiliate long-term debt and demand loans amounted to $4.1 million, $5.8 million, and $5.2 million for the years ended December 31, 2012, 2011 and 2010, respectively.

In addition, operating and administrative expenses and capital expenditures incurred on the Company’s behalf by EQT result in intercompany advances recorded as amounts due to or due from EQT on the Company’s balance sheet. Prior to the IPO, these advances were related to changes in working capital, cash used for capital expenditures, as well as the Company’s cash flow needs. Prior to the IPO, these were viewed as financing transactions as the Company would have otherwise obtained demand notes or term loans from EQT Capital to fund these transactions.  Subsequent to the IPO, these transactions reflect services rendered on behalf of the Company by EQT and its affiliates for operating expenses as described below and will be settled monthly. These are classified as operating activities in the statement of cash flows.

The personnel who operate the Company’s assets are employees of EQT. EQT directly charges the Company for the payroll and benefit costs associated with employees and carries the obligations for other employee-related benefits in its consolidated financial statements. The Company is allocated a portion of EQT’s defined benefit pension plan and retiree medical and life insurance liability for the retirees of Equitrans based on an actuarial assessment of that liability. The Company’s share of those costs is charged through due to related parties and reflected in operating and maintenance expense and selling, general and administrative expense in the accompanying statements of consolidated operations.

The Company is allocated a portion of the indirect operating and maintenance expense incurred by EQT Gathering, a subsidiary of EQT that incurs certain costs that are shared by the Company. For the years ended December 31, 2012, 2011 and 2010, operating and maintenance expenses allocated to the Company were

13

EQT MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

approximately $3.4 million, $2.5 million and $0.4 million, respectively.  The allocation in 2010 was based on the Company’s percentage of labor hours for certain operations and maintenance departments. Starting in 2011, EQT Gathering began allocating certain engineering and gas control expenses to the Company that were not previously allocated. The allocation in 2011 and 2012 is based on the Company’s percentage of a calculation based upon net plant, revenue and headcount. EQT management believes allocating these expenses to the Company was necessary and appropriate due to the amount of such costs that were directly attributable to the Company as a result of its expansion efforts.

For the years ended December 31, 2012, 2011 and 2010, corporate selling, general and administrative expenses allocated to the Company were approximately $4.6 million, $3.7 million and $3.9 million, respectively. Additionally, a portion of the selling, general and administrative expense incurred by EQT Gathering was allocated to the Company based on a calculation of its percentage of net plant, revenue and headcount.

The historical financial statements of the Predecessor include long-term incentive compensation plan expenses associated with the EQT long-term incentive plan, which is not an expense of the Company subsequent to the IPO. See Note 11 for discussion of the Company’s equity-based compensation plans. Included within operating expenses in the accompanying statements of consolidated operations is EQT share-based compensation expense of $1.9 million, $3.1 million and $2.9 million for the years ended December 31, 2012, 2011 and 2010, respectively. EQT’s share-based compensation programs consist of restricted stock, stock options and performance-based units issued to employees. To the extent compensation related to employees directly involved in transmission and storage or gathering operations, such amounts were charged to the Company by EQT and were reflected as operating and maintenance expenses. To the extent compensation cost related to employees indirectly involved in transmission and storage or gathering operations, such amounts were charged to the Company by EQT and were reflected as general and administrative expenses.

Agreements with EQT

The Company and other parties have entered into various agreements with EQT, as summarized below.  These agreements were negotiated in connection with the IPO.

Omnibus Agreement

The Company entered into an omnibus agreement by and among the Company, its general partner and EQT. Pursuant to the omnibus agreement, EQT agreed to provide the Company with a license to use the name “EQT” and related marks in connection with the Company’s business. The omnibus agreement also provides for certain indemnification and reimbursement obligations between EQT and the Company.

As more fully described in the omnibus agreement, the following matters are addressed:

·the Company’s obligation to reimburse EQT and its affiliates for certain direct operating expenses they pay on the Company’s behalf;

·the Company’s obligation to reimburse EQT and its affiliates for providing the Company corporate, general and administrative services and providing the Company operation and management services pursuant to the operation and management services agreement;

·EQT’s obligation to indemnify or reimburse the Company for losses or expenses relating to or arising from (i) certain plugging and abandonment obligations; (ii) certain bare steel replacement capital expenditures; (iii) certain pipeline safety costs; (iv) certain preclosing environmental liabilities; (v) certain title and rights-of-way matters; (vi) the Company’s failure to have certain necessary governmental consents and permits; (vii) certain preclosing tax liabilities; (viii) assets previously owned by Equitrans, but retained by EQT and its affiliates following the IPO, including the Sunrise Pipeline; (ix) any claims related to Equitrans’ previous ownership of the Big Sandy Pipeline; and (x)

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EQT MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

any amounts owed to the Company by a third party that has exercised a contractual right of offset against amounts owed by EQT to such third party; and

·the Company’s obligation to indemnify EQT for losses attributable to (i) the ownership or operation of the Company’s assets after the closing of the IPO, except to the extent EQT is obligated to indemnify the Company for such losses pursuant to the operation and management services agreement with EQT, and (ii) any amounts owed to EQT by a third party that has exercised a contractual right of offset against amounts owed by the Company to such third party.

In 2012 for the post-IPO period of July 2, 2012 to December 31, 2012, the Company was obligated to reimburse EQT for approximately $8.5 million of operating and maintenance expenses and approximately $7.7 million of selling, general and administrative expenses pursuant to the omnibus agreement.

In 2012 for the post-IPO period of July 2, 2012 to December 31, 2012, EQT was obligated to reimburse the Company pursuant to the omnibus agreement for $1.6 million related to plugging and abandonment liabilities, $2.7 million related to bare steel replacement, and $2.7 million related to Big Sandy Pipeline claims. Approximately $2.4 million of these obligations are recorded as due from related party in the consolidated balance sheet at December 31, 2012.

Operation and Management Services Agreement

The Company entered into an operation and management services agreement with EQT Gathering, pursuant to which EQT Gathering will provide the Company’s pipelines and storage facilities with certain operational and management services.  The Company will reimburse EQT Gathering for such services pursuant to the terms of the omnibus agreement as described above.

Under the operation and management services agreement, EQT Gathering will indemnify the Company with respect to claims, losses or liabilities incurred by the Company, including third party claims, arising out of EQT Gathering’s gross negligence or willful misconduct.  The Company will indemnify EQT Gathering from any claims, losses or liabilities incurred by EQT Gathering, including any third-party claims, arising from the performance of the agreement, but not to the extent of losses or liabilities caused by EQT Gathering’s gross negligence or willful misconduct.

Sunrise Pipeline Lease Agreement

As discussed further in Note 7, on June 18, 2012, the Company entered into the Sunrise Pipeline lease agreement with EQT.

4.Income Taxes

The Predecessor’s financial statements for the period prior to the IPO include U.S. federal and state income tax as its income was reported and included as part of EQT’s consolidated federal tax return.  In conjunction with the contribution by EQT of the ownership of Equitrans to the Partnership immediately prior to the IPO, approximately $143.6 million of net current and deferred income tax liabilities were eliminated through equity. Effective July 2, 2012, as a result of its limited partnership structure, the Company is no longer subject to federal and state income taxes. For federal and state income tax purposes, all income, expenses, gains, losses and tax credits generated flow through to the owners, and accordingly, do not result in a provision for income taxes for the Company.

The components of the federal income tax expense (benefit) for the years ended December 31, 2012, 2011 and 2010 are as follows:

15

EQT MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

		Years Ended December 31,
		2012		2011		2010
		(Thousands)
Current:
Federal	$	3,734	$	6,473	$	1,962
State		2,699		2,026		1,163
Subtotal		6,433		8,499		3,125
Deferred:
Federal		6,577		9,849		8,782
State		212		2,657		2,333
Subtotal		6,789		12,506		11,115
Amortization of deferred investment tax credit		(91)		(198)		(210)
Total	$	13,131	$	20,807	$	14,030

Prior to the IPO, tax obligations were transferred to EQT. EQT’s consolidated federal income tax was allocated among the group’s members on a separate return basis with tax credits allocated to the members generating the credits.

Income tax expense differed from amounts computed at the federal statutory rate of 35% on pre-tax book income from continuing operations as follows:

		Years Ended December 31,
		2012			2011			2010
		(Thousands)
Tax at statutory rate	$		23,953	$		18,689	$		11,645
Partnership income not subject to income taxes		(11,221)			—			—
State income taxes		1,892			3,044			2,272
Regulatory assets		(1,323)			(1,057)			21
Other		(170)			131			92
Income tax expense	$		13,131	$		20,807	$		14,030
Effective tax rate		19.2%			39.0%			42.2%

For the years ended December 31, 2012, 2011 and 2010, the effective tax rates were 19.2%, 39.0%, and 42.2%, respectively. The lower rates in 2012 and 2011 were primarily the result of an increased benefit to equity AFUDC and during 2012, not recognizing taxes on the Company’s post-IPO income which is not subject to tax.

The following table reconciles the beginning and ending amount of reserve for uncertain tax positions (excluding interest and penalties):

		Years Ended December 31,
		2012			2011			2010
		(Thousands)
Beginning Balance	$		1,903	$		2,044	$		1,953
Additions for the current year		—			15			581
Additions for the prior year		—			59			—
Reductions for the prior years		(1,903)			(215)			(490)
Settlements and statute expiration		—			—			—
Ending Balance	$		—	$		1,903	$		2,044

Uncertain tax positions in the prior years were transferred to EQT in 2012 in connection with the IPO and the elimination of all current and deferred taxes.

16

EQT MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

In accounting for uncertainty in income taxes prior to the IPO, EQT utilized a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Included in the tabular reconciliation above at December 31, 2011 and 2010 are $1.7 million and $1.9 million, respectively, for tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period. The Company recognized interest and penalties accrued related to unrecognized tax benefits in income tax expense. Interest of $0.3 million is included in unrecognized tax benefits at December 31, 2011 and 2010. The total amount of unrecognized tax benefits, inclusive of interest, was $2.2 million and $2.4 million as of December 31, 2011 and 2010, respectively, and is included in other long-term liabilities on the balance sheet. The total amount of unrecognized tax benefits (excluding interest and penalties) that, if recognized, would affect the effective tax rate was $0.2 million and $0.1 million as of December 31, 2011 and 2010. There were no material changes to EQT’s methodology for determining unrecognized tax benefits during 2011 or 2010.

The following table summarizes the source and tax effects of temporary differences between financial reporting and tax basis of assets and liabilities:

		December 31,
		2012		2011
		(Thousands)
Deferred income taxes:
Total deferred income tax assets	$	—	$	(4,590)
Total deferred income tax liabilities		—		114,620
Total net deferred income tax liabilities	$	—	$	110,030
Total deferred income tax (assets)/liabilities:
PP&E tax deductions in excess of book deductions	$	—	$	105,104
Regulatory temporary differences		—		9,516
Postretirement benefits		—		(1,813)
Other		—		(2,777)
Total net deferred income tax liabilities (including amounts classified as current (assets) of $(1,513) in 2011)	$	—	$	110,030

At December 31, 2011, there was no valuation allowance relating to deferred tax assets as the entire balance was expected to be realized. The deferred tax liabilities principally consisted of temporary differences between financial and tax reporting for property, plant and equipment (PP&E) and regulatory assets. Included in the deferred income taxes and investment tax credits on the consolidated balance sheets are investment tax credits of $0.7 million at December 31, 2011.

Under the omnibus agreement, EQT has indemnified the Company from and against any losses suffered or incurred by the Company and related to or arising out of or in connection with any federal, state or local income tax liabilities attributable to the ownership or operation of the Partnership Assets (as defined in the Partnership Agreement) prior to the closing of the IPO. Therefore, the Company does not anticipate any future liabilities arising from the historical deferred tax liabilities.

5.         Regulatory Assets

The following table summarizes the Company’s regulatory assets, net of amortization, as of December 31, 2012 and 2011.  The regulatory assets are recoverable or reimbursable over various periods. The Company believes that it will continue to be subject to rate regulation that will provide for the recovery of its regulatory assets.

17

EQT MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

		December 31,
		2012		2011
		(Thousands)
Deferred taxes	$	14,309	$	11,532
Post-retirement benefits other than pensions		3,236		3,994
Other recoverable costs		332		2,721
Total regulatory assets	$	17,877	$	18,247

The regulatory asset associated with deferred taxes primarily represents deferred income taxes recoverable through future rates related to a deferred tax position that existed at the time of normalization and the equity component of AFUDC.  The Company expects to recover the amortization of the deferred tax position ratably over the corresponding life of the underlying assets that created the difference.

The deferred tax regulatory asset associated with AFUDC represents the offset to the deferred taxes associated with the equity component of the allowance for funds used during the construction of long-lived assets. Taxes on capitalized funds used during construction and the offsetting deferred income taxes will be collected through rates over the depreciable lives of the long-lived assets to which they relate.

The amounts established for deferred taxes were generated during the pre-IPO period when the Company was reported and included as part of EQT’s consolidated federal tax return.  Effective July 2, 2012, the Company is a partnership for income tax purposes and no longer subject to federal and state income taxes. As a result, the Company will not recognize any additional regulatory assets related to deferred taxes for financial statement purposes after July 2, 2012.

The Company defers expenses for on-going post-retirement benefits other than pensions which are subject to recovery in approved rates.  The regulatory asset for other post-retirement benefits other than pensions is expected to be recovered in rates within approximately 3 years.

Other recoverable costs primarily represent the recovery of operation and maintenance expenses incurred in connection with the pipeline safety program. The Company has been approved by the FERC to institute an annual surcharge for the tracking and recovery of all costs incurred. The remaining balance represents the recovery of storage base gas. The Company is entitled to recover certain migrated storage base gas. A regulatory asset was established by multiplying the recoverable volume of migrated base gas by the average cost of the base gas. The regulatory asset is reduced by the volumes of base gas recovered through a component of the transmission system retention factor assessed to transmission service customers. The annual surcharge for 2012 is subject to two customer protests. The Company has submitted to FERC a Proposed Stipulation of Agreement which, if approved by FERC, would settle the customer protests and replace the surcharge with a fixed pipeline safety cost rate.

The following regulatory assets do not earn a return on investment: deferred taxes, other post-retirement benefits and base gas migration.

6.         Debt

Historically, EQT provided financing to the Company directly or indirectly through EQT Capital. Such financing was generally provided through intercompany term and demand loans that were entered into between EQT Capital and EQT’s subsidiaries. The Company had notes payable due to EQT Capital of $135.2 million as of December 31, 2011. The interest rate on the demand notes was equal to a commercial rate plus 200 basis points.

18

EQT MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

		December 31,
		2012		2011
		(Thousands)
Demand notes	$	—	$	78,128
8.057% notes, due July 1, 2012		—		37,500
5.50% notes, due July 1, 2012		—		9,000
5.060% notes, due January 22, 2014		—		10,607
Total long-term debt	$	—	$	135,235

On February 3, 2012, the Company refinanced with EQT Capital its intercompany term debt and demand loans into a 10-year term note maturing on February 1, 2022 at an interest rate of 6.01%. Accordingly, since the Company intended and arranged to finance such amounts on a long-term basis, the related obligations were reflected as long-term debt at December 31, 2011 in the accompanying balance sheet.

On June 21, 2012, the term note of $135.2 million was retired.

On July 2, 2012, in connection with the IPO, the Company entered into a $350 million credit facility with Wells Fargo Bank, National Association, as administrative agent, and a syndicate of lenders, which will mature on July 2, 2017. The credit facility is available to fund working capital requirements and capital expenditures, to purchase assets, to pay distributions and to repurchase units and for general partnership purposes. The credit facility has an accordion feature that allows the Company to increase the available revolving borrowings under the facility by up to an additional $150 million, subject to the Company’s receipt of increased commitments from existing lenders or new commitments from new lenders and the satisfaction of certain other conditions. In addition, the credit facility includes a sublimit up to $35 million for same-day swing line advances and a sublimit up to $150 million for letters of credit. Further, the Company has the ability to request that one or more lenders make term loans to it under the credit facility subject to the satisfaction of certain conditions, which term loans will be secured by cash and qualifying investment grade securities. The Company’s obligations under the revolving portion of the credit facility are unsecured.

The credit facility contains various covenants and restrictive provisions and also requires maintenance of a consolidated leverage ratio of not more than 5.00 to 1.00 (or, after the Company obtains an investment grade rating, not more than 5.50 to 1.00 for certain measurement periods following the consummation of certain acquisitions) and, until the Company obtains an investment grade rating, a consolidated interest coverage ratio of not less than 3.00 to 1.00. As of December 31, 2012, the Company was in compliance with all debt provisions and covenants.

Loans under the credit facility (other than swing line loans) will bear interest at the Company’s option at either:

·a base rate, which will be the highest of (i) the federal funds rate in effect on such day plus 0.50%, (ii) the administrative agent’s prime rate in effect on such day and (iii) one-month LIBOR plus 1.0%, in each case, plus an applicable margin; or

·a fixed period eurodollar rate plus an applicable margin.

Swing line loans will bear interest at (i) the base rate plus an applicable margin or (ii) a daily floating eurodollar rate plus an applicable margin. Prior to the Company obtaining an investment grade rating, the applicable margin will vary based upon the Company’s consolidated leverage ratio and, upon obtaining an investment grade rating, the applicable margin will vary based upon the Company’s long term unsecured senior, non-credit-enhanced debt rating.

The unused portion of the credit facility will be subject to a commitment fee ranging from (i) 0.25% to 0.35% per annum before the Company obtains an investment grade rating and (ii) 0.15% to 0.35% per annum upon obtaining an investment grade rating.

19

EQT MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

There were no borrowings outstanding under the credit facility at December 31, 2012. For the year ended December 31, 2012, interest expense includes commitment fees of $0.4 million, which averaged approximately 25 basis points in the third and fourth quarter of 2012 to maintain credit availability under the revolving credit facility.

7.         Lease Obligations

On June 18, 2012, the Company transferred ownership of the Sunrise Pipeline, which was under construction at the time and placed into service on July 28, 2012, to EQT. Concurrent with the transfer, the Company entered into a capital lease with EQT for the lease of the Sunrise Pipeline. Under the capital lease, the Company operates the pipeline as part of its transmission and storage system under the rates, terms, and conditions of its FERC-approved tariff. While the lease agreement was effective June 18, 2012, no lease payments were due pursuant to this lease agreement until the Sunrise Pipeline was placed into service. The lease payment due each month following the in-service date, is the lesser of the following alternatives: (1) a revenue-based payment reflecting the revenues generated by the operation of the Sunrise Pipeline minus the actual costs of operating the Sunrise Pipeline and (2) a payment based on depreciation expense and pre-tax return on invested capital for the Sunrise Pipeline. As a result, the payments to be made under the Sunrise Pipeline lease will be variable and are not expected to have a net positive or negative impact on distributable cash flow.

Management determined that the Sunrise Pipeline lease was a capital lease as the present value of the estimated minimum lease payments exceeded the fair value of the leased property. Thus, the gross capital lease assets and obligations recorded in 2012 were approximately $216 million, which represented the costs incurred to construct the pipeline to date and was estimated to be the fair value of the leased property.  Additional closeout construction costs will be incurred by EQT which should also increase the fair value. Completion of the pipeline closeout construction is anticipated to continue into the first quarter of 2013. Once closeout construction is complete, management will finalize the estimate of the fair value of the asset and will revise the estimates of the lease obligation and related asset as necessary.  Currently, management expects that the fair value of the asset will be approximately $225 million once closeout construction is complete.

For the year ended December 31, 2012, interest expense of $6.9 million and depreciation expense of $7.1 million were recorded related to this capital lease.  At December 31, 2012, accumulated depreciation was $7.1 million, net capital lease assets were $208.6 million and capital lease obligations were $212.8 million. Additionally, Sunrise Pipeline lease payments related to 2012 were $10.3 million.

The following is a schedule of the estimated future minimum lease payments under the capital lease together with the present value of the net minimum lease payments as of December 31, 2012:

		Year ending December 31,
		(Thousands)
2013	$	25,368
2014		25,588
2015		25,588
2016		25,588
2017		25,588
Later years		214,739
Total minimum lease payments(a)	$	342,459
Less: Amount representing interest(b)		(129,617)
Present value of net minimum lease payments	$	212,842

(a)   There were no amounts representing contingent rentals or executory costs (such as taxes, maintenance and insurance) included in the total minimum lease payments.

(b)   Amount necessary to reduce net minimum lease payments to the fair value of the property at December 31, 2012 as the present value calculated at the Company’s incremental borrowing rate exceeded the fair value of the property at inception of the lease.

20

EQT MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

8.         Pension and Other Postretirement Benefit Plans

The personnel who operate the Company’s assets are employees of EQT. EQT directly charges the Company for the payroll and benefit costs associated with its employees and for retirees of Equitrans. EQT carries the obligations for pension and other employee-related benefits in its financial statements.

Equitrans’ retirees participate in a defined benefit pension plan that is sponsored by EQT. For the years ended December 31, 2012, 2011 and 2010, the Company reimbursed approximately $0.3 million, $0.3 million and $0.1 million, respectively, to the plan sponsor in order to meet certain funding targets. The Company expects to make cash payments to EQT of approximately $0.2 million in 2013 to reimburse for defined benefit pension plan funding. Pension plan contributions are designed to meet minimum funding requirements and keep plan assets at least equal to 80% of projected liabilities. The Company’s reimbursements to EQT are based on the proportion of the plan’s total liabilities allocable to Equitrans retirees. For the years ended December 31, 2012, 2011 and 2010, the Company was allocated $0.1 million per year of the expenses associated with the plan. The dollar amount of a cash reimbursement to the plan sponsor in any particular year will vary as a result of gains or losses sustained by the pension plan assets during the year due to market conditions. The Company does not expect the variability of contribution requirements to have a significant effect on its business, financial condition, results of operations, liquidity or ability to make distributions.

The Company contributes to a defined contribution plan sponsored by EQT. The contribution amount is a percentage of each individual’s base salary to an individual investment account for such individual. The amount of such contributions was $0.1 million in 2010. In 2011 and 2012, there were no direct contributions but the Company was charged through the EQT payroll and benefit costs discussed in Note 3.

The individuals who operate the Company’s assets and Equitrans retirees participate in certain other post-employment benefit plans sponsored by EQT. The Company was allocated $0.3 million, $0.3 million and $0.4 million in 2012, 2011 and 2010, respectively, of the expenses associated with these plans.

Under the July 1, 2005 Equitrans rate case settlement, the Company began amortizing post-retirement benefits other than pensions previously deferred over a five-year period. Currently, the Company recognizes expenses for ongoing post-retirement benefits other than pensions, which are now subject to recovery in the approved rates. Expenses recognized by the Company for the year ended December 31, 2010 for amortization of post-retirement benefits other than pensions previously deferred were approximately $0.7 million. The previously deferred amounts were fully amortized in 2010. Expenses recognized by the Company for the years ended December 31, 2012, 2011 and 2010 for ongoing post-retirement benefits other than pensions were approximately $1.2 million per year.

9.         Fair Value of Financial Instruments

The carrying value of cash equivalents and demand notes approximates fair value due to the short maturity of the instruments; these are considered Level 1 fair value measurements. The estimated fair value of the notes payable—affiliate on the accompanying balance sheets at December 31, 2011 was approximately $155 million. The fair value was estimated using an income approach model based on market rates reflective of the remaining maturity and risk and, as a result, was considered a Level 2 fair value measurement.

21

EQT MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

10.      Net Income per Limited Partner Unit and Cash Distributions

Net income per limited partner unit is calculated utilizing the two-class method by dividing the limited partner interest in net income earned from the close of the IPO by the weighted average number of limited partner units outstanding during the period. The limited partner interest in net income is determined by first allocating net income (earned from the close of the IPO) to the general partner based upon the general partner’s ownership interest of 2%. The common units issued during the period are included on a weighted-average basis for the days in which they were outstanding.

Diluted net income per limited partner unit reflects the potential dilution that could occur if securities or other agreements to issue common units, such as the performance awards, were exercised, settled or converted into common units.  As of December 31, 2012 the performance condition was met for the performance awards.  The phantom units vested upon grant and the value of the phantom units will be paid in common units on the earlier of the director’s death or retirement from the general partner’s Board of Directors.  As such, both awards were included in the diluted net income per limited partner unit calculation. When it is determined that potential common units resulting from an award subject to performance or market conditions should be included in the diluted net income per limited partner unit calculation, the impact is reflected by applying the treasury stock method. The weighted-average number of units used to calculate diluted net income per limited partner unit for the period of July 2, 2012 through December 31, 2012 includes the effect of 4,780 phantom units and 50,158 performance awards.

The following table presents the Company’s calculation of net income per unit for common and subordinated limited partner units:

		July 2, 2012 to December 31, 2012
		(Thousands, except per unit data)
Net income (from close of the IPO on July 2, 2012 to December 31, 2012)	$	32,060
Less general partner interest in net income		(640)
Limited partner interest in net income	$	31,420
Net income allocable to common units	$	15,710
Net income allocable to subordinated units		15,710
Limited partner interest in net income	$	31,420
Weighted average limited partner units outstanding – basic
Common units		17,340
Subordinated units		17,339
Total		34,679

22

EQT MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

		July 2, 2012 to December 31, 2012
		(Thousands, except per unit data)
Weighted average limited partner units outstanding – diluted
Common units		17,395
Subordinated units		17,339
Total		34,734
Net income per limited partner unit – basic
Common units	$	0.91
Subordinated units	$	0.91
Net income per limited partner unit – diluted
Common units	$	0.90
Subordinated units	$	0.90

Net income per limited partner unit data is presented only for the period since the Company’s IPO on July 2, 2012.  See Note 1 for further discussion of the IPO.

The partnership agreement requires that, within 45 days after the end of each quarter, beginning with the quarter ended September 30, 2012, the Company distribute all of its available cash (described below) to unitholders of record on the applicable record date.  The first quarterly cash distribution of $0.35 per unit was declared on October 23, 2012, paid on November 14, 2012 to unitholders of record on November 5, 2012. As further discussed in Note 15, a quarterly cash distribution was declared on January 22, 2013 and paid on February 14, 2013 to unitholders of record on February 4, 2013.

Available cash

Available cash generally means, for any quarter, all cash and cash equivalents on hand at the end of that quarter:

·less, the amount of cash reserves established by the Company’s general partner to:

–provide for the proper conduct of the Company’s business (including reserves for future capital expenditures, anticipated future debt service requirements and refunds of collected rates reasonably likely to be refunded as a result of a settlement or hearing related to FERC rate proceedings or rate proceedings under applicable law subsequent to that quarter);

–comply with applicable law, any of the Company’s debt instruments or other agreements; or

–provide funds for distributions to the Company’s unitholders and to the Company’s general partner for any one or more of the next four quarters (provided that the Company’s general partner may not establish cash reserves for distributions if the effect of the establishment of such reserves will prevent the Company from distributing the minimum quarterly distribution on all common units and any cumulative arrearages on such common units for the current quarter);

·plus, if the Company’s general partner so determines, all or any portion of the cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made subsequent to the end of such quarter.

23

EQT MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

Subordinated Units

All subordinated units are held by EQT. The partnership agreement provides that, during the period of time referred to as the “subordination period,” the common units will have the right to receive distributions of available cash from operating surplus each quarter in an amount equal to $0.35 per common unit, which amount is defined in the partnership agreement as the minimum quarterly distribution, plus any arrearages in the payment of the minimum quarterly distribution on the common units from prior quarters, before any distributions of available cash from operating surplus may be made on the subordinated units. The practical effect of the subordinated units is to increase the likelihood that during the subordination period there will be available cash to distribute the minimum quarterly distribution to the common units. The subordination period will end, and the subordinated units will convert to common units, on a one-for-one basis, when certain distribution requirements, as defined in the partnership agreement, have been met. The earliest date at which the subordination period may end is June 30, 2013.

Incentive Distribution Rights

All incentive distribution rights are held by the Company’s general partner. Incentive distribution rights represent the right to receive an increasing percentage (13.0%, 23.0% and 48.0%) of quarterly distributions of available cash from operating surplus after the minimum quarterly distribution and the target distribution levels described below have been achieved. The Company’s general partner may transfer the incentive distribution rights separately from its general partner interest, subject to restrictions in the partnership agreement.

The following discussion assumes that the Company’s general partner continues to own both its 2.0% general partner interest and the incentive distribution rights.

If for any quarter:

·the Company has distributed available cash from operating surplus to the common and subordinated unitholders in an amount equal to the minimum quarterly distribution; and

·the Company has distributed available cash from operating surplus on outstanding common units in an amount necessary to eliminate any cumulative arrearages in payment of the minimum quarterly distribution;

then, the Company will distribute any additional available cash from operating surplus for that quarter among the unitholders and the Company’s general partner in the following manner:

·first, 98.0% to all unitholders, pro rata, and 2.0% to the Company’s general partner, until each unitholder receives a total of $0.4025 per unit for that quarter (the “first target distribution”);

·second, 85.0% to all unitholders, pro rata, and 15.0% to the Company’s general partner, until each unitholder receives a total of $0.4375 per unit for that quarter (the “second target distribution”);

·third, 75.0% to all unitholders, pro rata, and 25.0% to the Company’s general partner, until each unitholder receives a total of $0.5250 per unit for that quarter (the “third target distribution”); and

·thereafter, 50.0% to all unitholders, pro rata, and 50.0% to the Company’s general partner.

11.      Equity-Based Compensation Plans

Equity-based compensation expense recorded by the Company was as follows:

		Years Ended December 31,
		2012		2011		2010
		(Thousands)
Performance Awards	$	419	$	—	$	—
Phantom Units		116		—		—
Total equity-based compensation expense	$	535	$	—	$	—

24

EQT MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

At the closing of the IPO on July 2, 2012, the Company’s general partner granted to its executive officers and certain other EQT employees, including its non-independent director who is not also an executive officer, performance awards representing 146,490 common units.  The performance condition related to the grant of performance awards will be satisfied on December 31, 2015 if the total unitholder return realized on the Company’s common units from the date of grant is at least 10%, including the value of distributions received during this period. If the unitholder return measure is not achieved as of December 31, 2015, the performance condition will nonetheless be satisfied if the 10% unitholder return threshold is satisfied as of the end of any calendar quarter ending after December 31, 2015 and on or before December 31, 2017. If earned, the units are expected to be distributed in Company common units.

The Company accounted for these awards as equity awards using the $20.02 grant date fair value as determined using a fair value model.  The model projected the unit price for Company common units at the ending point of the performance period.  The price was generated using annual historical volatility of peer-group companies for the expected term of the awards, which is based upon the performance period.  The range of expected volatilities calculated by the valuation model was 26.84% - 71.94%, and the weighted-average expected volatility was 38.2%.  Additional assumptions included the risk-free rate for periods within the contractual life of the awards based on the U.S. Treasury yield curve in effect at the time of grant, and an expected dividend growth rate of 10%. Adjusting for forfeitures, as of December 31, 2012 there were 146,490 performance awards outstanding.  As of December 31, 2012, there was $2.5 million of total unrecognized compensation cost related to nonvested performance awards; which is expected to be recognized over a period of 3 years.

Additionally, the Company’s general partner granted 4,780 equity-based phantom units to the independent directors of its general partner, which awards vested upon grant.  The value of the phantom units will be paid in common units on the earlier of the director’s death or retirement from the general partner’s Board of Directors.  The Company accounts for these awards as equity awards and recorded compensation expense for the fair value of the awards at the grant date fair value.

Common units to be delivered pursuant to vesting of the equity based awards may be common units acquired by EQM’s general partner in the open market, from any other person, directly from EQM or any combination of the foregoing.

See also Note 3 for discussion of the EQT long-term incentive plan for periods prior to the IPO.

12.      Concentrations of Credit Risk

The Company’s transmission and storage and gathering operations include FERC-regulated interstate pipelines and storage service for Equitable Gas Company, LLC, a subsidiary of EQT Corporation, as well as other utility and end users customers located in the northeastern United States. The Company also provides service to customers engaged in commodity procurement and delivery, including large industrial, utility, commercial and institutional customers and certain marketers primarily in the Appalachian and mid-Atlantic regions.

Approximately 87% and 49% of third party accounts receivable balances of $3.7 million and $5.1 million as of December 31, 2012 and 2011, respectively, represent amounts due from marketers. The Company manages the credit risk of sales to marketers by limiting the Company’s dealings to those marketers who meet specified criteria for credit and liquidity strength and by actively monitoring these accounts. The Company may request a letter of credit, guarantee, performance bond or other credit enhancement from a marketer in order for that marketer to meet the Company’s credit criteria. The Company did not experience any significant defaults on accounts receivable during the years ended December 31, 2012, 2011 and 2010.

25

EQT MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

13.      Commitments and Contingencies

The Company is subject to federal, state and local environmental laws and regulations. These laws and regulations, which are constantly changing, can require expenditures for remediation and in certain instances result in assessment of fines. The Company has established procedures for ongoing evaluation of its operations to identify potential environmental exposures and assure compliance with regulatory policies and procedures. The estimated costs associated with identified situations that require remedial action are accrued. However, when recoverable through regulated rates, certain of these costs are deferred as regulatory assets. Ongoing expenditures for compliance with environmental law and regulations, including investments in plant and facilities to meet environmental requirements, have not been material. Management believes that any such required expenditures will not be significantly different in either nature or amount in the future and does not know of any environmental liabilities that will have a material effect on its business, financial condition, results of operations, liquidity or ability to make distributions.

In the ordinary course of business, various legal and regulatory claims and proceedings are pending or threatened against the Company.  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 or other direct costs related to loss contingencies when actually incurred.  The Company has established reserves it believes to be appropriate for pending matters and after consultation with counsel and giving appropriate consideration to available insurance, the Company believes that the ultimate outcome of any matter currently pending against the Company will not materially affect the business, financial condition, results of operations, liquidity or ability to make distributions.

The Company may recover the costs it incurs to comply with the Pipeline Safety Improvement Act of 2002 by seeking annual approval of such costs from the FERC. The Company’s filing for approval of its 2011 costs was made on March 1, 2012 and is pending subject to two protests. For a period of five years after the closing of the IPO, EQT will reimburse the Company for the amount of qualifying pipeline safety costs that are not recovered through the annual pipeline safety cost tracker. The Company has submitted to FERC a Proposed Stipulation of Agreement which, if approved, would settle the customer protests and replace the surcharge with a fixed pipeline safety cost rate.

14.      Interim Financial Information (Unaudited)

The following quarterly summary of operating results reflects variations due primarily to growth in the transmission and storage business and the seasonal nature of the Company’s utility customer contracts.

		Three months ended
		March 31		June 30		September 30		December 31
		(Thousands, except per share amounts)
2012 (a)
Total operating revenues	$	31,003	$	29,665	$	34,452	$	41,790
Operating income		16,392		15,999		14,297		24,003
Net income		11,123		12,012		12,011		20,160
Net income per limited partner unit (b):
Basic		N/A		N/A	$	0.34	$	0.57
Diluted		N/A		N/A	$	0.34	$	0.57
2011 (a)
Total operating revenues	$	26,626	$	25,179	$	27,420	$	30,388
Operating income		15,096		8,732		14,007		16,785
Net income		8,635		4,940		8,381		10,633
Net income per limited partner unit (b):
Basic		N/A		N/A		N/A		N/A
Diluted		N/A		N/A		N/A		N/A

(a)The sum of the quarterly data in some cases may not equal the yearly total due to rounding.

(b)Presented for post-IPO period only.

26

EQT MIDSTREAM PARTNERS, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

15.      Subsequent Events

On January 22, 2013, the Company announced that the Board of Directors of its general partner declared a cash distribution to the Company’s unitholders of $0.35 per unit for the fourth quarter of 2012.  The cash distribution was paid on February 14, 2013 to unitholders of record at the close of business on February 4, 2013.

16.      Subsidiary Guarantors

The Company anticipates filing a registration statement on Form S-3 with the SEC to register, among other securities, debt securities. The subsidiaries of the Company (Subsidiaries) will be co-registrants with the Company, and the registration statement will register guarantees of debt securities by one or more of the Subsidiaries (other than EQT Midstream Finance Corporation, a 100 percent owned subsidiary of the Company whose sole purpose is to act as co-issuer of such debt securities). The Subsidiaries are 100 percent owned by the Company and any guarantees by the Subsidiaries will be full and unconditional. The Company has no assets or operations independent of the Subsidiaries, and there are no significant restrictions upon the ability of the Subsidiaries to distribute funds to the Company by dividend or loan. In the event that more than one of the Subsidiaries provide guarantees of any debt securities issued by the Company, such guarantees will constitute joint and several obligations. None of the assets of the Company or the Subsidiaries represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X under the Securities Act of 1933, as amended.

27

EX-99.2

Exhibit 99.2

PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements

EQT MIDSTREAM PARTNERS, LP

Statements of Consolidated Operations (Unaudited)

		Three Months Ended March 31,
		2013			2012
		(Thousands, except per unit amounts)
Revenues:
Operating revenues – affiliate	$		34,386	$		24,234
Operating revenues – third party		9,979			6,769
Total operating revenues		44,365			31,003
Operating expenses:
Operating and maintenance		6,632			7,024
Selling, general and administrative		4,248			4,549
Depreciation and amortization		7,348			3,038
Total operating expenses		18,228			14,611
Operating income		26,137			16,392
Other income, net		297			2,471
Interest expense, net		4,204			1,539
Income before income taxes		22,230			17,324
Income tax expense		—			6,201
Net income	$		22,230	$		11,123
Calculation of Limited Partner Interest in Net Income:
Net income	$		22,230		N/A
Less general partner interest in net income		(444)			N/A
Limited partner interest in net income	$		21,786		N/A
Net income per limited partner unit – basic	$		0.63		N/A
Net income per limited partner unit – diluted	$		0.63		N/A
Limited partner units outstanding – basic		34,679			N/A
Limited partner units outstanding – diluted		34,768			N/A
Cash distributions declared per unit	$		0.37		N/A

The accompanying notes are an integral part of these Consolidated Financial Statements.

EQT MIDSTREAM PARTNERS, LP

Statements of Consolidated Cash Flows (Unaudited)

		Three Months Ended March 31,
		2013			2012
		(Thousands)
Cash flows from operating activities:
Net income	$		22,230	$		11,123
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		7,348			3,038
Deferred income taxes		—			16,179
Other income		(297)			(2,471)
Non-cash long-term compensation expense		353			641
Non-cash reserve adjustment		(250)			—
Changes in other assets and liabilities:
Accounts receivable		(756)			352
Accounts payable		(4,329)			(2,011)
Due to/ from EQT affiliates		6,940			1,974
Income taxes payable		—			(9,794)
Other assets		1,622			(2,441)
Other liabilities		(5,986)			(4,984)
Net cash provided by operating activities		26,875			11,606
Cash flows from investing activities:
Capital expenditures		(10,485)			(51,240)
Net cash used in investing activities		(10,485)			(51,240)
Cash flows from financing activities:
Distributions paid to unitholders		(12,386)			—
Due to EQT		—			39,634
Capital contributions		2,382			—
Capital lease principal payments		(2,284)			—
Net cash (used in) provided by financing activities		(12,288)			39,634
Net change in cash and cash equivalents		4,102			—
Cash and cash equivalents at beginning of period		21,950			—
Cash and cash equivalents at end of period	$		26,052	$		—
Cash paid during the period for:
Interest paid	$		4,014	$		2,581
Non-cash activity during the period for:
Capital lease asset/ obligation	$		1,595	$		—

The accompanying notes are an integral part of these Consolidated Financial Statements.

EQT MIDSTREAM PARTNERS, LP

Consolidated Balance Sheets (Unaudited)

		March 31,			December 31,
		2013			2012
ASSETS		(Thousands, except number of units)
Current assets:
Cash and cash equivalents	$		26,052	$		21,950
Accounts receivable (net of allowance for doubtful accounts of $88 as of March 31, 2013 and $64 as of December 31, 2012)		4,499			3,743
Accounts receivable – affiliate		12,166			11,911
Due from related party		1,105			2,382
Other current assets		804			645
Total current assets		44,626			40,631
Property, plant and equipment		806,379			795,498
Less: accumulated depreciation		(154,913)			(148,212)
Net property, plant and equipment		651,466			647,286
Regulatory assets		17,023			17,877
Other assets		1,731			1,810
Total assets	$		714,846	$		707,604
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities:
Accounts payable	$		5,123	$		9,452
Due to related party		8,325			1,130
Lease obligation - current		10,401			9,537
Accrued liabilities		4,302			10,207
Total current liabilities		28,151			30,326
Lease obligation		201,752			203,305
Other long-term liabilities		2,428			2,760
Total liabilities		232,331			236,391
Partners’ capital:
Common units (17,339,718 units issued and outstanding at March 31, 2013 and December 31, 2012)		315,856			310,679
Subordinated units (17,339,718 units issued and outstanding at March 31, 2013 and December 31, 2012)		153,221			148,397
General partner interest (707,744 units issued and outstanding at March 31, 2013 and December 31, 2012)		13,438			12,137
Total partners’ capital		482,515			471,213
Total liabilities and partners’ capital	$		714,846	$		707,604

The accompanying notes are an integral part of these Consolidated Financial Statements.

EQT MIDSTREAM PARTNERS, LP

Consolidated Statements of Partners’ Capital (Unaudited)

				Partners’ Capital
		Parent Net		Limited Partners				General
		Investment		Common		Subordinated		Partner		Total
		(Thousands)
Balance at January 1, 2012	$	173,633	$	—	$	—	$	—	$	173,633
Net income		11,123		—		—		—		11,123
Balance at March 31, 2012	$	184,756	$	—	$	—	$	—	$	184,756
Balance at January 1, 2013	$	—	$	310,679	$	148,397	$	12,137	$	471,213
Capital contribution		—		—		—		1,105		1,105
Equity-based compensation plans		—		353		—		—		353
Net income		—		10,893		10,893		444		22,230
Distributions to unitholders		—		(6,069)		(6,069)		(248)		(12,386)
Balance at March 31, 2013	$	—	$	315,856	$	153,221	$	13,438	$	482,515

The accompanying notes are an integral part of these Consolidated Financial Statements.

EQT Midstream Partners, LP

Notes to Consolidated Financial Statements (Unaudited)

A.Financial Statements

Organization

EQT Midstream Partners, LP (the Partnership, EQT Midstream Partners or the Company), which closed its initial public offering (IPO) on July 2, 2012, is a growth-oriented Delaware limited partnership formed by EQT Corporation in January 2012.  Equitrans, L.P. (Equitrans) is a Pennsylvania limited partnership and the predecessor for accounting purposes (the Predecessor) of EQT Midstream Partners. EQT Midstream Services, LLC is the Company’s general partner. References in these consolidated financial statements to the “Company,” when used for periods prior to the IPO, refer to Equitrans.  References in these consolidated financial statements to the “Company,” when used for periods beginning at or following the IPO, refer collectively to the Partnership and its consolidated subsidiaries. References in these consolidated financial statements to ‘‘EQT’’ refer collectively to EQT Corporation and its consolidated subsidiaries.  For periods prior to the IPO, the accompanying consolidated financial statements and related notes include the assets, liabilities and results of operations of Equitrans presented on a carve-out basis prior to the contribution by EQT of all of the partnership interests in Equitrans to EQT Midstream Partners, in connection with the Partnership’s IPO.

The Company does not have any employees. Operational support for the Company is provided by EQT Gathering, LLC (EQT Gathering), one of EQT’s operating subsidiaries engaged in certain midstream business operations. EQT Gathering’s employees manage and conduct the Company’s daily business operations.

Immediately prior to the closing of the IPO, EQT contributed all of the partnership interests in Equitrans to the Partnership. The Company issued 14,375,000 common units in the IPO, which represented 40.6% of the Company’s outstanding equity. EQT retained a 59.4% equity interest in the Company, including 2,964,718 common units, 17,339,718 subordinated units, and a 2% general partner interest. EQT also holds the incentive distribution rights.

Nature of Business

The Company is a growth-oriented limited partnership formed by EQT to own, operate, acquire and develop midstream assets in the Appalachian Basin. The Company provides midstream services to EQT and third parties in the Appalachian Basin across 22 counties in Pennsylvania and West Virginia through two primary assets: the transmission and storage system and the gathering system.

The Company’s transmission and storage system includes an approximately 700 mile FERC-regulated interstate pipeline that connects to five long-haul interstate pipelines and multiple distribution companies. The transmission and storage system is supported by 14 associated natural gas storage reservoirs with approximately 400 MMcf per day of peak withdrawal capability and 32 Bcf of working gas capacity. As of March 31, 2013, the transmission assets had total throughput capacity of approximately 1.4 TBtu per day. Revenues are primarily driven by the Company’s firm transmission and storage contracts.

The Company’s gathering system consists of approximately 2,000 miles of FERC-regulated low-pressure gathering lines. Substantially all of the revenues associated with the Company’s gathering system are generated under interruptible gathering service contracts.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles 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 United States generally accepted accounting principles for complete financial statements.  In the opinion of management, these statements include all adjustments (consisting of only normal recurring accruals, unless otherwise disclosed in this Form 10-Q) necessary for a fair presentation of the financial position of the Company as of March 31, 2013 and December 31, 2012, the results of its operations for the three months ended March 31, 2013 and 2012 and its cash flows for the three months ended March 31, 2013 and 2012.  Certain previously reported amounts have been reclassified to conform to the current year presentation.

EQT Midstream Partners, LP

Notes to Consolidated Financial Statements (Unaudited)

The balance sheet at December 31, 2012 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by United States generally accepted accounting principles for complete financial statements.

Due to the seasonal nature of the Company’s utility customer contracts, the interim statements for the three months ended March 31, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. Operating revenues are currently expected to be higher in the first and fourth quarters of each year.

For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein.

B.Financial Information by Business Segment

Operating segments are revenue-producing components of the 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.

The Company reports its operations in two segments, which reflect its lines of business. Transmission and storage includes the Company’s FERC-regulated interstate pipeline and storage business. Gathering includes the FERC-regulated low pressure gathering system. The operating segments are evaluated on their contribution to the Company’s results based on operating income.

All of the Company’s operating revenues, income from operations and assets are generated or located in the United States.

		Three Months Ended
		March 31,
		2013			2012
		(Thousands)
Revenues from external customers:
Transmission and storage	$		41,065	$		27,098
Gathering		3,300			3,905
Total	$		44,365	$		31,003
Operating income (loss):
Transmission and storage	$		28,169	$		17,391
Gathering		(2,032)			(999)
Total operating income	$		26,137	$		16,392
Reconciliation of operating income to net income:
Other income, net		297			2,471
Interest expense, net		4,204			1,539
Income tax expense		—			6,201
Net income	$		22,230	$		11,123

		March 31,			December 31,
		2013			2012
		(Thousands)
Segment assets:
Transmission and storage	$		643,367	$		632,404
Gathering		71,479			75,200
Total assets	$		714,846	$		707,604

EQT Midstream Partners, LP

Notes to Consolidated Financial Statements (Unaudited)

		Three Months Ended March 31,
		2013			2012
		(Thousands)
Depreciation and amortization:
Transmission and storage	$		6,618	$		2,363
Gathering		730			675
Total	$		7,348	$		3,038
Expenditures for segment assets:
Transmission and storage	$		9,351	$		50,823
Gathering		1,134			417
Total	$		10,485	$		51,240

C.Related-Party Transactions

In the ordinary course of business, the Company has transactions with affiliated companies. The Company has various contracts with affiliates including, but not limited to, Transportation Service and Precedent Agreements, Storage Agreements and Gas Gathering Agreements.

In connection with the IPO, the Company entered into various agreements with EQT. For instance, the Company entered into an omnibus agreement by and among the Company, its general partner and EQT. Pursuant to the omnibus agreement, EQT or its affiliates perform centralized corporate, general and administrative services for the Company, such as legal, corporate recordkeeping, planning, budgeting, regulatory, accounting, billing, business development, treasury, insurance administration and claims processing, risk management, health, safety and environmental, information technology, human resources, investor relations, cash management and banking, payroll, internal audit, taxes and engineering. In exchange, the Company reimburses EQT and its affiliates for the expenses incurred by them in providing these services, except for any expenses associated with EQT’s long-term incentive programs. The omnibus agreement further requires that the Company reimburse EQT and its affiliates for the Company’s allocable portion of the premiums on any insurance policies covering the Company’s assets. EQT does not record any profit or margin for the administrative and operational services charged to the Company.

The Company also entered into an operation and management services agreement with EQT Gathering, pursuant to which EQT Gathering provides the Company’s pipelines and storage facilities with certain operational and management services.  The Company reimburses EQT Gathering for such services pursuant to the terms of the omnibus agreement as described above.

D.Income Taxes

The Predecessor’s financial statements for the period prior to the IPO include U.S. federal and state income tax as its income was reported and included as part of EQT’s consolidated federal tax return.  In conjunction with the contribution by EQT of the ownership of Equitrans to the Partnership immediately prior to the IPO, approximately $143.6 million of net current and deferred income tax liabilities were eliminated through equity. Effective July 2, 2012, as a result of its limited partnership structure, the Company is no longer subject to federal and state income taxes. For federal and state income tax purposes, all income, expenses, gains, losses and tax credits generated by the Company flow through to the unitholders, and accordingly, do not result in a provision for income taxes for the Company.

E.Debt

Prior to the IPO, EQT provided financing to the Company directly or indirectly through EQT Capital Corporation (EQT Capital), EQT’s subsidiary finance company. Such financing was generally provided through intercompany term and demand loans that were entered into between EQT Capital and EQT’s subsidiaries.

On July 2, 2012, in connection with the IPO, the Company entered into a $350 million credit facility with Wells Fargo Bank, National

Association, as administrative agent, and a syndicate of lenders, which will mature on July 2,

EQT Midstream Partners, LP

Notes to Consolidated Financial Statements (Unaudited)

2017. The credit facility is available to fund working capital requirements and capital expenditures, to purchase assets, to pay distributions and repurchase units and for general partnership purposes.

There were no amounts outstanding under the credit facility at March 31, 2013 or December 31, 2012. Additionally, the Company did not have any short-term loans outstanding at any time during the three months ended March 31, 2013. Commitment fees averaging approximately 6.25 basis points in the first quarter of 2013, or approximately $0.2 million, were incurred to maintain credit availability under the credit facility.

F.Lease Obligations

On June 18, 2012, the Company transferred ownership of the Sunrise Pipeline, an approximately 40 mile, FERC-regulated transmission pipeline which was under construction at the time and placed into service on July 28, 2012, to EQT. Concurrent with the transfer, the Company entered into a lease agreement with EQT for the lease of the Sunrise Pipeline. Under the lease, Equitrans operates the pipeline as part of its transmission and storage system under the rates, terms, and conditions of its FERC-approved tariff. While the lease agreement was effective June 18, 2012, no lease payments were due pursuant to this lease agreement until the Sunrise Pipeline was placed into service. The lease payment due each month is the lesser of the following alternatives: (1) a revenue-based payment reflecting the revenues generated by the operation of the Sunrise Pipeline minus the actual costs of operating the Sunrise Pipeline and (2) a payment based on depreciation expense and pre-tax return on invested capital for the Sunrise Pipeline. As a result, the payments to be made under the Sunrise Pipeline lease will be variable and are not expected to have a net positive or negative impact on distributable cash flow.

At the time the lease was entered into, management determined that the lease was a capital lease as the present value of the estimated minimum lease payments exceeded the fair value of the leased property. Thus, the gross capital lease assets and obligations recorded in 2012 were approximately $216 million, which represented the costs incurred through December 31, 2012 to construct the pipeline and was estimated to be the fair value of the leased property.  Additional closeout construction costs of approximately $2 million were incurred by EQT during the first quarter of 2013, which increased the fair value of the leased property. Completion of the pipeline closeout construction is anticipated to continue into the second quarter of 2013, which will further increase the fair value of the leased property. Once closeout construction is complete, management will finalize the estimate of the fair value of the asset and will revise the estimates of the lease obligation and related asset as necessary.  Currently, management expects that the fair value of the asset will be approximately $225 million once closeout construction is complete.

For the three months ended March 31, 2013, interest expense of $4.0 million and depreciation expense of $3.7 million was recorded related to this capital lease.  Additionally, Sunrise lease payments totaled $6.9 million related to the three months ended March 31, 2013.

G.Net Income per Limited Partner Unit and Cash Distributions

Net income per limited partner unit is calculated utilizing the two-class method by dividing the limited partner interest in net income by the weighted average number of limited partner units outstanding during the period. The limited partner interest in net income is determined by first allocating net income to the general partner based upon the general partner’s ownership interest of 2%. Any common units issued during the period are included on a weighted-average basis for the days in which they were outstanding.

Diluted net income per limited partner unit reflects the potential dilution that could occur if securities or other agreements to issue common units, such as the performance awards, were exercised, settled or converted into common units.  When it is determined that potential common units resulting from an award subject to performance or market conditions should be included in the diluted net income per limited partner unit calculation, the impact is reflected by applying the treasury stock method. The weighted-average number of units used to calculate diluted net income per limited partner unit for the first quarter of 2013 includes the effect of 8,673 phantom units and 80,142 performance awards.

The following table presents the Company’s calculation of net income per unit for common and subordinated limited partner units:

EQT Midstream Partners, LP

Notes to Consolidated Financial Statements (Unaudited)

		Three Months Ended March 31, 2013
		(Thousands, except per unit amounts)
Net income	$		22,230
Less general partner interest in net income		(444)
Limited partner interest in net income	$		21,786
Net income allocable to common units	$		10,893
Net income allocable to subordinated units		10,893
Limited partner interest in net income	$		21,786
Weighted average limited partner units outstanding – basic
Common units		17,340
Subordinated units		17,339
Total		34,679
Weighted average limited partner units outstanding – diluted
Common units		17,429
Subordinated units		17,339
Total		34,768
Net income per limited partner unit – basic and diluted
Common units	$		0.63
Subordinated units	$		0.63

The partnership agreement requires that, within 45 days after the end of each quarter, beginning with the quarter ended September 30, 2012, the Company distribute all of its available cash (described below) to unitholders of record on the applicable record date.  As further discussed in Note I, a quarterly cash distribution was declared on April 23, 2013, payable May 15, 2013 to unitholders of record on May 6, 2013.

Available cash

Available cash generally means, for any quarter, all cash and cash equivalents on hand at the end of that quarter:

·less, the amount of cash reserves established by the Company’s general partner to:

–provide for the proper conduct of the Company’s business (including reserves for future capital expenditures, anticipated future debt service requirements and refunds of collected rates reasonably likely to be refunded as a result of a settlement or hearing related to FERC rate proceedings or rate proceedings under applicable law subsequent to that quarter);

–comply with applicable law, any of the Company’s debt instruments or other agreements; or

–provide funds for distributions to the Company’s unitholders and to the Company’s general partner for any one or more of the next four quarters (provided that the Company’s general partner may not establish cash reserves for distributions if the effect of the establishment of such reserves will prevent the Company from distributing the minimum quarterly distribution on all common units and any cumulative arrearages on such common units for the current quarter);

·plus, if the Company’s general partner so determines, all or any portion of the cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made subsequent to the end of such quarter.

EQT Midstream Partners, LP

Notes to Consolidated Financial Statements (Unaudited)

Subordinated Units

All subordinated units are held by EQT. The partnership agreement provides that, during the period of time referred to as the “subordination period,” the common units will have the right to receive distributions of available cash from operating surplus each quarter in an amount equal to $0.35 per common unit, which amount is defined in the partnership agreement as the minimum quarterly distribution, plus any arrearages in the payment of the minimum quarterly distribution on the common units from prior quarters, before any distributions of available cash from operating surplus may be made on the subordinated units. The practical effect of the subordinated units is to increase the likelihood that during the subordination period there will be available cash to distribute the minimum quarterly distribution to the common units. The subordination period will end, and the subordinated units will convert to common units, on a one-for-one basis, when certain distribution requirements, as defined in the partnership agreement, have been met.

Incentive Distribution Rights

All incentive distribution rights are held by the Company’s general partner. Incentive distribution rights represent the right to receive an increasing percentage (13.0%, 23.0% and 48.0%) of quarterly distributions of available cash from operating surplus after the minimum quarterly distribution and the target distribution levels described below have been achieved. The Company’s general partner may transfer the incentive distribution rights separately from its general partner interest, subject to restrictions in the partnership agreement.

The following discussion assumes that the Company’s general partner continues to own both its 2.0% general partner interest and the incentive distribution rights.

If for any quarter:

·the Company has distributed available cash from operating surplus to the common and subordinated unitholders in an amount equal to the minimum quarterly distribution; and

·the Company has distributed available cash from operating surplus on outstanding common units in an amount necessary to eliminate any cumulative arrearages in payment of the minimum quarterly distribution;

then, the Company will distribute any additional available cash from operating surplus for that quarter among the unitholders and the Company’s general partner in the following manner:

·first, 98.0% to all unitholders, pro rata, and 2.0% to the Company’s general partner, until each unitholder receives a total of $0.4025 per unit for that quarter (the first target distribution);

·second, 85.0% to all unitholders, pro rata, and 15.0% to the Company’s general partner, until each unitholder receives a total of $0.4375 per unit for that quarter (the second target distribution);

·third, 75.0% to all unitholders, pro rata, and 25.0% to the Company’s general partner, until each unitholder receives a total of $0.5250 per unit for that quarter (the third target distribution); and

·thereafter, 50.0% to all unitholders, pro rata, and 50.0% to the Company’s general partner.

H. Regulatory Matters

Equitrans previously maintained a PSCT, which enabled Equitrans to recover qualifying costs it incurred under the PSIA. The qualifying costs recoverable through the PSCT included a rate of return, taxes and depreciation associated with capital investments and actual operating and maintenance expenses incurred under the PSIA. The PSCT surcharge was a usage charge expressed in dollars per Dth and was assessed to firm and interruptible transmission service customers. Equitrans was required to track all expenses and capital investments associated with the PSIA made on and after September 1, 2005. Equitrans made annual filings with the FERC to adjust the PSCT surcharge to reconcile actual historic qualifying costs incurred against PSCT revenues collected.

On March 1, 2012, Equitrans made its annual filing with the FERC to recover costs it incurred to comply with the PSIA. The filing provided for the recovery of $10.4 million in qualifying pipeline safety costs. One customer and the Independent Oil and Gas Association filed protests which asserted, among other things, that Equitrans had not included all appropriate volumes in calculating the level of its surcharge. Equitrans responded to the protests and in an order issued March 30, 2012, the FERC accepted the annual filing and suspended it, allowing the surcharge to become effective on April 1, 2012. Equitrans submitted additional information to the FERC on April 19, 2012 with the expectation that the FERC would subsequently issue an order based on the material Equitrans submitted.

EQT Midstream Partners, LP

Notes to Consolidated Financial Statements (Unaudited)

On January 14, 2013, following numerous discussions with its customers, Equitrans filed a Stipulation and Agreement of Settlement (Settlement) with the FERC.  The Settlement, which was approved by the FERC on March 22, 2013, resolved all issues arising out of Equitrans’ 2012 PSCT annual filing. The Settlement eliminated the tracking of PSIA costs and replaced the PSCT surcharge with a Pipeline Safety Cost (PSC) rate effective April 1, 2013. The new PSC rate has both a reservation and a usage component. The reservation component of the PSC rate applicable to firm transportation service is $0.8108 per Dth of the contract Maximum Daily Quantity applicable to service provided on the mainline system, and the usage component is $0.1372 per Dth delivered to the customer. The PSC rate applicable to interruptible over firm service, no-notice firm transportation service nominated on a point to point basis and interruptible service is $0.1372 per Dth delivered to the customer. Additionally, under the Settlement, Equitrans reduced its transmission retainage factor approved in Equitrans’ most recent 2006 rate case from 3.72% to 2.72% effective February 1, 2013. Equitrans no longer tracks its continued recovery of base storage gas, and the base storage gas recovery limit established in the 2006 rate case settlement has been eliminated. To the extent that Equitrans over-recovers its actual fuel and lost gas, the excess gas could be used to replenish the storage base gas. The PSC rate and transmission retainage factor will be in effect for a minimum of three years.

I.Subsequent Events

On April 23, 2013, the Company announced that the Board of Directors of its general partner declared a cash distribution to the Company’s unitholders of $0.37 per unit for the first quarter of 2013.  The cash distribution is payable on May 15, 2013 to unitholders of record at the close of business on May 6, 2013.

J.Subsidiary Guarantors

The Company anticipates filing a registration statement on Form S-3 with the SEC to register, among other securities, debt securities. The subsidiaries of the Company (Subsidiaries) will be co-registrants with the Company, and the registration statement will register guarantees of debt securities by one or more of the Subsidiaries (other than EQT Midstream Finance Corporation, a 100 percent owned subsidiary of the Company whose sole purpose is to act as co-issuer of such debt securities). The Subsidiaries are 100 percent owned by the Company and any guarantees by the Subsidiaries will be full and unconditional. The Company has no assets or operations independent of the Subsidiaries, and there are no significant restrictions upon the ability of the Subsidiaries to distribute funds to the Company by dividend or loan. In the event that more than one of the Subsidiaries provide guarantees of any debt securities issued by the Company, such guarantees will constitute joint and several obligations. None of the assets of the Company or the Subsidiaries represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X under the Securities Act of 1933, as amended.

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Lease Obligations (Details) (USD $)	12 Months Ended	0 Months Ended	3 Months Ended		3 Months Ended
	Dec. 31, 2012	Jun. 18, 2012 Sunrise Pipeline project mi	Mar. 31, 2013 Sunrise Pipeline project	Dec. 31, 2012 Sunrise Pipeline project	Mar. 31, 2013 Sunrise Pipeline project EQT
Lease obligations
Length of FERC-regulated transmission pipeline (in miles)		40
Lease payments due	$ 342,459,000	$ 0
Capital lease obligation	216,000,000			216,000,000
Closeout construction costs					2,000,000
Expected fair value of capital leased asset	225,000,000		225,000,000
Interest expense on capital lease	6,900,000		4,000,000
Depreciation expense	7,100,000		3,700,000
Sunrise lease payments	$ 10,300,000		$ 6,900,000

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Net Income per Limited Partner Unit and Cash Distributions (Details 2) (USD $)	3 Months Ended	12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Net Income per Limited Partner Unit and Cash Distributions
Maximum period available for distribution of available cash to unit holders	45 days	45 days
Quarterly cash distribution from operating surplus serving as threshold for subordinated units distribution (in dollars per share)	$ 0.35	$ 0.35
Subordinated units conversion to common units ratio	1	1

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Equity-Based Compensation Plans

12 Months Ended

Dec. 31, 2012

Equity-Based Compensation Plans

Equity-Based Compensation Plans

11.      Equity-Based Compensation Plans

Equity-based compensation expense recorded by the Company was as follows:

		Years Ended December 31,
		2012		2011		2010
		(Thousands)
Performance Awards	$	419	$	—	$	—
Phantom Units		116		—		—
Total equity-based compensation expense	$	535	$	—	$	—

At the closing of the IPO on July 2, 2012, the Company’s general partner granted to its executive officers and certain other EQT employees, including its non-independent director who is not also an executive officer, performance awards representing 146,490 common units.  The performance condition related to the grant of performance awards will be satisfied on December 31, 2015 if the total unitholder return realized on the Company’s common units from the date of grant is at least 10%, including the value of distributions received during this period. If the unitholder return measure is not achieved as of December 31, 2015, the performance condition will nonetheless be satisfied if the 10% unitholder return threshold is satisfied as of the end of any calendar quarter ending after December 31, 2015 and on or before December 31, 2017. If earned, the units are expected to be distributed in Company common units.

The Company accounted for these awards as equity awards using the $20.02 grant date fair value as determined using a fair value model.  The model projected the unit price for Company common units at the ending point of the performance period.  The price was generated using annual historical volatility of peer-group companies for the expected term of the awards, which is based upon the performance period.  The range of expected volatilities calculated by the valuation model was 26.84% - 71.94%, and the weighted-average expected volatility was 38.2%.  Additional assumptions included the risk-free rate for periods within the contractual life of the awards based on the U.S. Treasury yield curve in effect at the time of grant, and an expected dividend growth rate of 10%. Adjusting for forfeitures, as of December 31, 2012 there were 146,490 performance awards outstanding.  As of December 31, 2012, there was $2.5 million of total unrecognized compensation cost related to nonvested performance awards; which is expected to be recognized over a period of 3 years.

Additionally, the Company’s general partner granted 4,780 equity-based phantom units to the independent directors of its general partner, which awards vested upon grant.  The value of the phantom units will be paid in common units on the earlier of the director’s death or retirement from the general partner’s Board of Directors.  The Company accounts for these awards as equity awards and recorded compensation expense for the fair value of the awards at the grant date fair value.

Common units to be delivered pursuant to vesting of the equity based awards may be common units acquired by EQM’s general partner in the open market, from any other person, directly from EQM or any combination of the foregoing.

See also Note 3 for discussion of the EQT long-term incentive plan for periods prior to the IPO.

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Subsequent Events Disclosure (Details) (USD $)	0 Months Ended	3 Months Ended	0 Months Ended
	Nov. 14, 2012	Mar. 31, 2013	Apr. 23, 2013 Subsequent event	Jan. 22, 2013 Subsequent event
Subsequent Events
Cash distribution to the Company's unitholders declared (in dollars per share)	$ 0.35	$ 0.37	$ 0.37	$ 0.35

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011
Current assets:
Accounts receivable (net of allowance for doubtful accounts of $88 as of March 31, 2013 and $64 as of December 31, 2012)	$ 5,147
Accounts receivable - affiliate	9,283
Due from related party	40,369
Other current assets	1,661
Total current assets	56,460
Property, plant and equipment	608,231
Less: accumulated depreciation	(137,339)
Net property, plant and equipment	470,892
Regulatory assets	18,247
Other assets	843
Total assets	546,442
Current liabilities:
Accounts payable	20,522
Due to related party	68,161
Income taxes payable	17,498
Accrued liabilities	11,247
Total current liabilities	117,428
Notes payable - affiliate	135,235
Deferred income taxes and investment tax credits	112,218
Other long-term liabilities	7,928
Total liabilities	372,809
Partners' capital:
Parent's net investment	173,633
Total partners' capital	173,633
Total liabilities and partners' capital	$ 546,442

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Income Taxes

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Income Taxes

Income Taxes

D. Income Taxes

The Predecessor’s financial statements for the period prior to the IPO include U.S. federal and state income tax as its income was reported and included as part of EQT’s consolidated federal tax return.  In conjunction with the contribution by EQT of the ownership of Equitrans to the Partnership immediately prior to the IPO, approximately $143.6 million of net current and deferred income tax liabilities were eliminated through equity. Effective July 2, 2012, as a result of its limited partnership structure, the Company is no longer subject to federal and state income taxes. For federal and state income tax purposes, all income, expenses, gains, losses and tax credits generated by the Company flow through to the unitholders, and accordingly, do not result in a provision for income taxes for the Company.

4. Income Taxes

The Predecessor’s financial statements for the period prior to the IPO include U.S. federal and state income tax as its income was reported and included as part of EQT’s consolidated federal tax return.  In conjunction with the contribution by EQT of the ownership of Equitrans to the Partnership immediately prior to the IPO, approximately $143.6 million of net current and deferred income tax liabilities were eliminated through equity. Effective July 2, 2012, as a result of its limited partnership structure, the Company is no longer subject to federal and state income taxes. For federal and state income tax purposes, all income, expenses, gains, losses and tax credits generated flow through to the owners, and accordingly, do not result in a provision for income taxes for the Company.

The components of the federal income tax expense (benefit) for the years ended December 31, 2012, 2011 and 2010 are as follows:

		Years Ended December 31,
		2012		2011		2010
		(Thousands)
Current:
Federal	$	3,734	$	6,473	$	1,962
State		2,699		2,026		1,163
Subtotal		6,433		8,499		3,125
Deferred:
Federal		6,577		9,849		8,782
State		212		2,657		2,333
Subtotal		6,789		12,506		11,115
Amortization of deferred investment tax credit		(91)		(198)		(210)
Total	$	13,131	$	20,807	$	14,030

Prior to the IPO, tax obligations were transferred to EQT. EQT’s consolidated federal income tax was allocated among the group’s members on a separate return basis with tax credits allocated to the members generating the credits.

Income tax expense differed from amounts computed at the federal statutory rate of 35% on pre-tax book income from continuing operations as follows:

		Years Ended December 31,
		2012			2011			2010
		(Thousands)
Tax at statutory rate	$		23,953	$		18,689	$		11,645
Partnership income not subject to income taxes		(11,221)			—			—
State income taxes		1,892			3,044			2,272
Regulatory assets		(1,323)			(1,057)			21
Other		(170)			131			92
Income tax expense	$		13,131	$		20,807	$		14,030
Effective tax rate		19.2%			39.0%			42.2%

For the years ended December 31, 2012, 2011 and 2010, the effective tax rates were 19.2%, 39.0%, and 42.2%, respectively. The lower rates in 2012 and 2011 were primarily the result of an increased benefit to equity AFUDC and during 2012, not recognizing taxes on the Company’s post-IPO income which is not subject to tax.

The following table reconciles the beginning and ending amount of reserve for uncertain tax positions (excluding interest and penalties):

		Years Ended December 31,
		2012			2011			2010
		(Thousands)
Beginning Balance	$		1,903	$		2,044	$		1,953
Additions for the current year		—			15			581
Additions for the prior year		—			59			—
Reductions for the prior years		(1,903)			(215)			(490)
Settlements and statute expiration		—			—			—
Ending Balance	$		—	$		1,903	$		2,044

Uncertain tax positions in the prior years were transferred to EQT in 2012 in connection with the IPO and the elimination of all current and deferred taxes.

In accounting for uncertainty in income taxes prior to the IPO, EQT utilized a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Included in the tabular reconciliation above at December 31, 2011 and 2010 are $1.7 million and $1.9 million, respectively, for tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period. The Company recognized interest and penalties accrued related to unrecognized tax benefits in income tax expense. Interest of $0.3 million is included in unrecognized tax benefits at December 31, 2011 and 2010. The total amount of unrecognized tax benefits, inclusive of interest, was $2.2 million and $2.4 million as of December 31, 2011 and 2010, respectively, and is included in other long-term liabilities on the balance sheet. The total amount of unrecognized tax benefits (excluding interest and penalties) that, if recognized, would affect the effective tax rate was $0.2 million and $0.1 million as of December 31, 2011 and 2010. There were no material changes to EQT’s methodology for determining unrecognized tax benefits during 2011 or 2010.

The following table summarizes the source and tax effects of temporary differences between financial reporting and tax basis of assets and liabilities:

		December 31,
		2012		2011
		(Thousands)
Deferred income taxes:
Total deferred income tax assets	$	—	$	(4,590)
Total deferred income tax liabilities		—		114,620
Total net deferred income tax liabilities	$	—	$	110,030
Total deferred income tax (assets)/liabilities:
PP&E tax deductions in excess of book deductions	$	—	$	105,104
Regulatory temporary differences		—		9,516
Postretirement benefits		—		(1,813)
Other		—		(2,777)
Total net deferred income tax liabilities (including amounts classified as current (assets) of $(1,513) in 2011)	$	—	$	110,030

At December 31, 2011, there was no valuation allowance relating to deferred tax assets as the entire balance was expected to be realized. The deferred tax liabilities principally consisted of temporary differences between financial and tax reporting for property, plant and equipment (PP&E) and regulatory assets. Included in the deferred income taxes and investment tax credits on the consolidated balance sheets are investment tax credits of $0.7 million at December 31, 2011.

Under the omnibus agreement, EQT has indemnified the Company from and against any losses suffered or incurred by the Company and related to or arising out of or in connection with any federal, state or local income tax liabilities attributable to the ownership or operation of the Partnership Assets (as defined in the Partnership Agreement) prior to the closing of the IPO. Therefore, the Company does not anticipate any future liabilities arising from the historical deferred tax liabilities.

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Summary of Operations and Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2012

Financial Statements

Schedule of property, plant and equipment

		As of December 31,
		2012			2011
		(Thousands)
Transmission and storage assets	$		691,898	$		511,089
Accumulated depreciation		(125,129)			(114,485)
Net transmission and storage assets		566,769			396,604
Gathering assets		103,600			97,142
Accumulated depreciation		(23,083)			(22,854)
Net gathering assets		80,517			74,288
Net property, plant and equipment	$		647,286	$		470,892

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Regulatory Matters

3 Months Ended

Mar. 31, 2013

Regulatory Matters

Regulatory Matters

H. Regulatory Matters

Equitrans previously maintained a PSCT, which enabled Equitrans to recover qualifying costs it incurred under the PSIA. The qualifying costs recoverable through the PSCT included a rate of return, taxes and depreciation associated with capital investments and actual operating and maintenance expenses incurred under the PSIA. The PSCT surcharge was a usage charge expressed in dollars per Dth and was assessed to firm and interruptible transmission service customers. Equitrans was required to track all expenses and capital investments associated with the PSIA made on and after September 1, 2005. Equitrans made annual filings with the FERC to adjust the PSCT surcharge to reconcile actual historic qualifying costs incurred against PSCT revenues collected.

On March 1, 2012, Equitrans made its annual filing with the FERC to recover costs it incurred to comply with the PSIA. The filing provided for the recovery of $10.4 million in qualifying pipeline safety costs. One customer and the Independent Oil and Gas Association filed protests which asserted, among other things, that Equitrans had not included all appropriate volumes in calculating the level of its surcharge. Equitrans responded to the protests and in an order issued March 30, 2012, the FERC accepted the annual filing and suspended it, allowing the surcharge to become effective on April 1, 2012. Equitrans submitted additional information to the FERC on April 19, 2012 with the expectation that the FERC would subsequently issue an order based on the material Equitrans submitted.

On January 14, 2013, following numerous discussions with its customers, Equitrans filed a Stipulation and Agreement of Settlement (Settlement) with the FERC.  The Settlement, which was approved by the FERC on March 22, 2013, resolved all issues arising out of Equitrans’ 2012 PSCT annual filing. The Settlement eliminated the tracking of PSIA costs and replaced the PSCT surcharge with a Pipeline Safety Cost (PSC) rate effective April 1, 2013. The new PSC rate has both a reservation and a usage component. The reservation component of the PSC rate applicable to firm transportation service is $0.8108 per Dth of the contract Maximum Daily Quantity applicable to service provided on the mainline system, and the usage component is $0.1372 per Dth delivered to the customer. The PSC rate applicable to interruptible over firm service, no-notice firm transportation service nominated on a point to point basis and interruptible service is $0.1372 per Dth delivered to the customer. Additionally, under the Settlement, Equitrans reduced its transmission retainage factor approved in Equitrans’ most recent 2006 rate case from 3.72% to 2.72% effective February 1, 2013. Equitrans no longer tracks its continued recovery of base storage gas, and the base storage gas recovery limit established in the 2006 rate case settlement has been eliminated. To the extent that Equitrans over-recovers its actual fuel and lost gas, the excess gas could be used to replenish the storage base gas. The PSC rate and transmission retainage factor will be in effect for a minimum of three years.

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Statements of Consolidated Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Cash flows from operating activities:
Net income	$ 22,230	$ 11,123
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	7,348	3,038
Deferred income taxes		16,179
Other income	(297)	(2,471)
Non-cash long-term compensation expense	353	641
Non-cash reserve adjustment	(250)
Changes in other assets and liabilities:
Accounts receivable	(756)	352
Accounts payable	(4,329)	(2,011)
Due to/ from EQT affiliates	6,940	1,974
Income taxes payable		(9,794)
Other assets	1,622	(2,441)
Other liabilities	(5,986)	(4,984)
Net cash provided by operating activities	26,875	11,606
Cash flows from investing activities:
Capital expenditures	(10,485)	(51,240)
Net cash used in investing activities	(10,485)	(51,240)
Cash flows from financing activities:
Distributions paid to unitholders	(12,386)
Due to EQT		39,634
Capital contributions	2,382
Capital lease principal payments	(2,284)
Net cash (used in) provided by financing activities	(12,288)	39,634
Net change in cash and cash equivalents	4,102
Cash and cash equivalents at beginning of period	21,950
Cash and cash equivalents at end of period	26,052
Cash paid during the period for:
Interest paid	4,014	2,581
Non-cash activity during the period for:
Capital lease asset/ obligation	$ 1,595

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Concentrations of Credit Risk

12 Months Ended

Dec. 31, 2012

Concentrations of Credit Risk

Concentrations of Credit Risk

12.      Concentrations of Credit Risk

The Company’s transmission and storage and gathering operations include FERC-regulated interstate pipelines and storage service for Equitable Gas Company, LLC, a subsidiary of EQT Corporation, as well as other utility and end users customers located in the northeastern United States. The Company also provides service to customers engaged in commodity procurement and delivery, including large industrial, utility, commercial and institutional customers and certain marketers primarily in the Appalachian and mid-Atlantic regions.

Approximately 87% and 49% of third party accounts receivable balances of $3.7 million and $5.1 million as of December 31, 2012 and 2011, respectively, represent amounts due from marketers. The Company manages the credit risk of sales to marketers by limiting the Company’s dealings to those marketers who meet specified criteria for credit and liquidity strength and by actively monitoring these accounts. The Company may request a letter of credit, guarantee, performance bond or other credit enhancement from a marketer in order for that marketer to meet the Company’s credit criteria. The Company did not experience any significant defaults on accounts receivable during the years ended December 31, 2012, 2011 and 2010.

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Net Income per Limited Partner Unit and Cash Distributions (Details 4) (USD $)	3 Months Ended	6 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Net Income per Limited Partner Unit and Cash Distributions
General partner interest level (as a percent)	2.00%	2.00%
Distributions of additional available cash | General partner
Distributions of additional available cash from operating surplus
First target distribution (as a percent)	2.00%	2.00%
Second target distribution (as a percent)	15.00%	15.00%
Third target distribution (as a percent)	25.00%	25.00%
Subsequent target distribution (as a percent)	50.00%	50.00%
Distributions of additional available cash | All unitholders
Distributions of additional available cash from operating surplus
First target distribution (as a percent)	98.00%	98.00%
First target distribution per unit per quarter (in dollars per share)	$ 0.4025	$ 0.4025
Second target distribution (as a percent)	85.00%	85.00%
Second target distribution per unit per quarter (in dollars per share)	$ 0.4375	$ 0.4375
Third target distribution (as a percent)	75.00%	75.00%
Third target distribution per unit per quarter (in dollars per share)	$ 0.5250	$ 0.5250
Subsequent target distribution (as a percent)	50.00%	50.00%

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Net Income per Limited Partner Unit and Cash Distributions (Details 4) (USD $)	3 Months Ended	6 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Net Income per Limited Partner Unit and Cash Distributions
General partner interest level (as a percent)	2.00%	2.00%
Distributions of additional available cash | General partner
Distributions of additional available cash from operating surplus
First target distribution (as a percent)	2.00%	2.00%
Second target distribution (as a percent)	15.00%	15.00%
Third target distribution (as a percent)	25.00%	25.00%
Subsequent target distribution (as a percent)	50.00%	50.00%
Distributions of additional available cash | All unitholders
Distributions of additional available cash from operating surplus
First target distribution (as a percent)	98.00%	98.00%
First target distribution per unit per quarter (in dollars per share)	$ 0.4025	$ 0.4025
Second target distribution (as a percent)	85.00%	85.00%
Second target distribution per unit per quarter (in dollars per share)	$ 0.4375	$ 0.4375
Third target distribution (as a percent)	75.00%	75.00%
Third target distribution per unit per quarter (in dollars per share)	$ 0.5250	$ 0.5250
Subsequent target distribution (as a percent)	50.00%	50.00%

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 26,052	$ 21,950
Accounts receivable (net of allowance for doubtful accounts of $88 as of March 31, 2013 and $64 as of December 31, 2012)	4,499	3,743
Accounts receivable - affiliate	12,166	11,911
Due from related party	1,105	2,382
Other current assets	804	645
Total current assets	44,626	40,631
Property, plant and equipment	806,379	795,498
Less: accumulated depreciation	(154,913)	(148,212)
Net property, plant and equipment	651,466	647,286
Regulatory assets	17,023	17,877
Other assets	1,731	1,810
Total assets	714,846	707,604
Current liabilities:
Accounts payable	5,123	9,452
Due to related party	8,325	1,130
Lease obligation - current	10,401	9,537
Accrued liabilities	4,302	10,207
Total current liabilities	28,151	30,326
Lease obligation	201,752	203,305
Other long-term liabilities	2,428	2,760
Total liabilities	232,331	236,391
Partners' capital:
Common units (17,339,718 units issued and outstanding at March 31, 2013 and December 31, 2012)	315,856	310,679
Subordinated units (17,339,718 units issued and outstanding at March 31, 2013 and December 31, 2012)	153,221	148,397
General partner interest (707,744 units issued and outstanding at March 31, 2013 and December 31, 2012)	13,438	12,137
Total partners' capital	482,515	471,213
Total liabilities and partners' capital	$ 714,846	$ 707,604

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Related-Party Transactions (Details) (USD $)	3 Months Ended		12 Months Ended						6 Months Ended		12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012 EQT	Dec. 31, 2011 EQT	Dec. 31, 2010 EQT	Dec. 31, 2012 EQT Omnibus Agreement	Dec. 31, 2012 EQT Omnibus Agreement Big Sandy Pipeline	Dec. 31, 2012 EQT Gathering	Dec. 31, 2011 EQT Gathering	Dec. 31, 2010 EQT Gathering	Dec. 31, 2012 EQT Capital Corporation	Dec. 31, 2011 EQT Capital Corporation	Dec. 31, 2010 EQT Capital Corporation	Dec. 31, 2012 Subsidiaries of EQT Corporation	Dec. 31, 2011 Subsidiaries of EQT Corporation	Dec. 31, 2010 Subsidiaries of EQT Corporation
Related Party Transactions
Operating revenues																	$ 106,200,000	$ 86,600,000	$ 74,000,000
Due from related parties	1,105,000		2,382,000	40,369,000					2,400,000								2,400,000	40,400,000
Demand and term notes due to related party															135,200,000
Interest expense on affiliate long-term debt and demand loans														4,100,000	5,800,000	5,200,000
Due to related parties	8,325,000		1,130,000	68,161,000													1,100,000	68,200,000
Operating and maintenance	6,632,000	7,024,000	29,405,000	26,221,000	24,300,000				8,500,000		3,400,000	2,500,000	400,000
Selling, general and administrative expenses	4,248,000	4,549,000	16,575,000	17,302,000	18,477,000				7,700,000		4,600,000	3,700,000	3,900,000
Stock-based compensation						1,900,000	3,100,000	2,900,000
Reimbursement for plugging and abandonment liabilities									1,600,000
Reimbursement for bare steel replacement									2,700,000
Reimbursement for claims										$ 2,700,000

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Regulatory Assets (Tables)

12 Months Ended

Dec. 31, 2012

Regulatory Assets

Regulatory Assets

		December 31,
		2012		2011
		(Thousands)
Deferred taxes	$	14,309	$	11,532
Post-retirement benefits other than pensions		3,236		3,994
Other recoverable costs		332		2,721
Total regulatory assets	$	17,877	$	18,247

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2012

Income Taxes

Schedule of components of federal income tax expense (benefit)

		Years Ended December 31,
		2012		2011		2010
		(Thousands)
Current:
Federal	$	3,734	$	6,473	$	1,962
State		2,699		2,026		1,163
Subtotal		6,433		8,499		3,125
Deferred:
Federal		6,577		9,849		8,782
State		212		2,657		2,333
Subtotal		6,789		12,506		11,115
Amortization of deferred investment tax credit		(91)		(198)		(210)
Total	$	13,131	$	20,807	$	14,030

Reconciliation of income tax expense to amount computed at the federal statutory rate

		Years Ended December 31,
		2012			2011			2010
		(Thousands)
Tax at statutory rate	$		23,953	$		18,689	$		11,645
Partnership income not subject to income taxes		(11,221)			—			—
State income taxes		1,892			3,044			2,272
Regulatory assets		(1,323)			(1,057)			21
Other		(170)			131			92
Income tax expense	$		13,131	$		20,807	$		14,030
Effective tax rate		19.2%			39.0%			42.2%

Reconciliation of the beginning and ending amount of unrecognized tax benefits (excluding interest and penalties)

		Years Ended December 31,
		2012			2011			2010
		(Thousands)
Beginning Balance	$		1,903	$		2,044	$		1,953
Additions for the current year		—			15			581
Additions for the prior year		—			59			—
Reductions for the prior years		(1,903)			(215)			(490)
Settlements and statute expiration		—			—			—
Ending Balance	$		—	$		1,903	$		2,044

Summary of net deferred income tax liabilities (assets)

		December 31,
		2012		2011
		(Thousands)
Deferred income taxes:
Total deferred income tax assets	$	—	$	(4,590)
Total deferred income tax liabilities		—		114,620
Total net deferred income tax liabilities	$	—	$	110,030
Total deferred income tax (assets)/liabilities:
PP&E tax deductions in excess of book deductions	$	—	$	105,104
Regulatory temporary differences		—		9,516
Postretirement benefits		—		(1,813)
Other		—		(2,777)
Total net deferred income tax liabilities (including amounts classified as current (assets) of $(1,513) in 2011)	$	—	$	110,030

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Net Income per Limited Partner Unit and Cash Distributions (Details 2) (USD $)	0 Months Ended	3 Months Ended	12 Months Ended
	Nov. 14, 2012	Mar. 31, 2013	Dec. 31, 2012
Net Income per Limited Partner Unit and Cash Distributions
Maximum period available for distribution of available cash to unit holders		45 days	45 days
Quarterly cash distribution from operating surplus serving as threshold for subordinated units distribution (in dollars per share)		$ 0.35	$ 0.35
Subordinated units conversion to common units ratio		1	1
Cash distribution to the Company's unitholders declared (in dollars per share)	$ 0.35	$ 0.37

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Summary of Operations and Significant Accounting Policies (Details 2) (USD $)	0 Months Ended	3 Months Ended		6 Months Ended	12 Months Ended	3 Months Ended	12 Months Ended	3 Months Ended	12 Months Ended	0 Months Ended			0 Months Ended	1 Months Ended	0 Months Ended
	Jul. 02, 2012	Mar. 31, 2013 item	Mar. 31, 2012	Dec. 31, 2012 item	Dec. 31, 2012 item	Mar. 31, 2013 Equitrans Transmission and Storage System MMcf item mi	Dec. 31, 2012 Equitrans Transmission and Storage System item MMcf mi	Mar. 31, 2013 Gathering System mi	Dec. 31, 2012 Gathering System mi	Jul. 02, 2012 EQT	Jul. 02, 2012 Equitrans, L.P.	Jan. 02, 2011 Equitrans, L.P.	Jul. 02, 2012 Equitrans, L.P. EQT	Jul. 31, 2011 Big Sandy Pipeline Equitrans, L.P. mi	Jun. 18, 2012 Sunrise Pipeline project mi	Jun. 18, 2012 Sunrise Pipeline project EQT
Financial Statements
Non-cash distributions					$ 205,949,000								$ 12,000,000			$ 193,700,000
Length of FERC-regulated transmission pipeline (in miles)						700	700	2,000	2,000					70	40
Equity interest retained by parent (as a percent)										59.40%		97.25%
Common units issued to the public in an offering as a percentage of outstanding equity	40.60%
Number of common units issued to the public in an offering (in shares)	14,375,000
Common units held by parent (in shares)										2,964,718
Subordinated units held by parent (in shares)										17,339,718
General partner's interest (as a percent)	2.00%	2.00%		2.00%						2.00%
Net cash received upon closing of the IPO	277,000,000				276,780,000
Underwriters' discount and a structuring fee	20,000,000
Estimated offering expenses	5,000,000
Portion of proceeds from IPO that are distributed to parent	231,000,000
Amount retained to replenish amounts distributed by Equitrans to EQT	12,000,000
Amount retained to pre-fund maintenance capital expenditures	32,000,000
Payment of revolving credit facility origination fees	2,000,000				1,864,000
Maximum borrowing capacity	350,000,000
Elimination of net current and deferred tax liabilities			$ 9,794,000		$ 143,587,000						$ 143,600,000
Nature of Business
Number of counties in which midstream services are provided by the entity		22		22	22
Number of primary assets through which midstream services are provided		2		2	2
Number of long-haul interstate pipelines and multiple distribution companies connected by FERC-regulated interstate pipeline system						5	5
Number of associated natural gas storage reservoirs which supports FERC-regulated interstate pipeline system						14	14
Peak withdrawal capability Per day of associated natural gas storage reservoirs (in MMcf per day)						400	400
Working gas capacity of associated natural gas storage reservoirs (in Bcf)						32,000	32,000
Total throughput capacity per day from transmission assets (in TBtu per day)						1,400,000	1,400,000

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Regulatory Assets (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012 item	Mar. 31, 2013	Dec. 31, 2011
Regulatory Assets
Total regulatory assets	$ 17,877	$ 17,023	$ 18,247
Number of customer protests to which annual surcharge for 2012 is subjected	2
Deferred taxes
Regulatory Assets
Total regulatory assets	14,309		11,532
Other post-retirement benefits other than pensions
Regulatory Assets
Total regulatory assets	3,236		3,994
Period within which regulatory asset is expected to be recovered in rates	3 years
Other recoverable costs
Regulatory Assets
Total regulatory assets	$ 332		$ 2,721
Number of customer protests to which annual surcharge for 2012 is subjected	2

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Equity-Based Compensation Plans (Details) (USD $)	0 Months Ended	12 Months Ended
	Jul. 02, 2012	Dec. 31, 2012
EQM IPO Awards
Share-based compensation expense recorded by the Company
Total equity-based compensation expense		$ 535,000
Performance Awards
Share-based compensation expense recorded by the Company
Total equity-based compensation expense		419,000
Number of units granted (in shares)	146,490
Threshold percentage of total unitholder return realized on common units from the date of grant for initial grants of performance awards	10.00%
Grant date fair value (in dollars per share)	$ 20.02
Share units outstanding		146,490
Unrecognized compensation costs on non-vested awards		2,500,000
Unrecognized compensation costs on non-vested awards, weighted average period of recognition		3 years
Expected dividend growth rate (as a percent)	10.00%
Performance Awards | Minimum
Share-based compensation expense recorded by the Company
Volatility factor (as a percent)	26.84%
Performance Awards | Maximum
Share-based compensation expense recorded by the Company
Volatility factor (as a percent)	71.94%
Performance Awards | Weighted-average
Share-based compensation expense recorded by the Company
Volatility factor (as a percent)	38.20%
Phantom Units
Share-based compensation expense recorded by the Company
Total equity-based compensation expense		$ 116,000
Number of units granted (in shares)	4,780

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Equity-Based Compensation Plans (Tables)

12 Months Ended

Dec. 31, 2012

Equity-Based Compensation Plans

Schedule of equity-based compensation expense recorded by the Company

		Years Ended December 31,
		2012		2011		2010
		(Thousands)
Performance Awards	$	419	$	—	$	—
Phantom Units		116		—		—
Total equity-based compensation expense	$	535	$	—	$	—

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Debt

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Debt

Debt

E. Debt

Prior to the IPO, EQT provided financing to the Company directly or indirectly through EQT Capital Corporation (EQT Capital), EQT’s subsidiary finance company. Such financing was generally provided through intercompany term and demand loans that were entered into between EQT Capital and EQT’s subsidiaries.

On July 2, 2012, in connection with the IPO, the Company entered into a $350 million credit facility with Wells Fargo Bank, National

Association, as administrative agent, and a syndicate of lenders, which will mature on July 2, 2017. The credit facility is available to fund working capital requirements and capital expenditures, to purchase assets, to pay distributions and repurchase units and for general partnership purposes.

There were no amounts outstanding under the credit facility at March 31, 2013 or December 31, 2012. Additionally, the Company did not have any short-term loans outstanding at any time during the three months ended March 31, 2013. Commitment fees averaging approximately 6.25 basis points in the first quarter of 2013, or approximately $0.2 million, were incurred to maintain credit availability under the credit facility.

6.         Debt

Historically, EQT provided financing to the Company directly or indirectly through EQT Capital. Such financing was generally provided through intercompany term and demand loans that were entered into between EQT Capital and EQT’s subsidiaries. The Company had notes payable due to EQT Capital of $135.2 million as of December 31, 2011. The interest rate on the demand notes was equal to a commercial rate plus 200 basis points.

		December 31,
		2012		2011
		(Thousands)
Demand notes	$	—	$	78,128
8.057% notes, due July 1, 2012		—		37,500
5.50% notes, due July 1, 2012		—		9,000
5.060% notes, due January 22, 2014		—		10,607
Total long-term debt	$	—	$	135,235

On February 3, 2012, the Company refinanced with EQT Capital its intercompany term debt and demand loans into a 10-year term note maturing on February 1, 2022 at an interest rate of 6.01%. Accordingly, since the Company intended and arranged to finance such amounts on a long-term basis, the related obligations were reflected as long-term debt at December 31, 2011 in the accompanying balance sheet.

On June 21, 2012, the term note of $135.2 million was retired.

On July 2, 2012, in connection with the IPO, the Company entered into a $350 million credit facility with Wells Fargo Bank, National Association, as administrative agent, and a syndicate of lenders, which will mature on July 2, 2017. The credit facility is available to fund working capital requirements and capital expenditures, to purchase assets, to pay distributions and to repurchase units and for general partnership purposes. The credit facility has an accordion feature that allows the Company to increase the available revolving borrowings under the facility by up to an additional $150 million, subject to the Company’s receipt of increased commitments from existing lenders or new commitments from new lenders and the satisfaction of certain other conditions. In addition, the credit facility includes a sublimit up to $35 million for same-day swing line advances and a sublimit up to $150 million for letters of credit. Further, the Company has the ability to request that one or more lenders make term loans to it under the credit facility subject to the satisfaction of certain conditions, which term loans will be secured by cash and qualifying investment grade securities. The Company’s obligations under the revolving portion of the credit facility are unsecured.

The credit facility contains various covenants and restrictive provisions and also requires maintenance of a consolidated leverage ratio of not more than 5.00 to 1.00 (or, after the Company obtains an investment grade rating, not more than 5.50 to 1.00 for certain measurement periods following the consummation of certain acquisitions) and, until the Company obtains an investment grade rating, a consolidated interest coverage ratio of not less than 3.00 to 1.00. As of December 31, 2012, the Company was in compliance with all debt provisions and covenants.

Loans under the credit facility (other than swing line loans) will bear interest at the Company’s option at either:

· a base rate, which will be the highest of (i) the federal funds rate in effect on such day plus 0.50%, (ii) the administrative agent’s prime rate in effect on such day and (iii) one-month LIBOR plus 1.0%, in each case, plus an applicable margin; or

· a fixed period eurodollar rate plus an applicable margin.

Swing line loans will bear interest at (i) the base rate plus an applicable margin or (ii) a daily floating eurodollar rate plus an applicable margin. Prior to the Company obtaining an investment grade rating, the applicable margin will vary based upon the Company’s consolidated leverage ratio and, upon obtaining an investment grade rating, the applicable margin will vary based upon the Company’s long term unsecured senior, non-credit-enhanced debt rating.

The unused portion of the credit facility will be subject to a commitment fee ranging from (i) 0.25% to 0.35% per annum before the Company obtains an investment grade rating and (ii) 0.15% to 0.35% per annum upon obtaining an investment grade rating.

There were no borrowings outstanding under the credit facility at December 31, 2012. For the year ended December 31, 2012, interest expense includes commitment fees of $0.4 million, which averaged approximately 25 basis points in the third and fourth quarter of 2012 to maintain credit availability under the revolving credit facility.

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Financial Statements (Details)	0 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	12 Months Ended	3 Months Ended	12 Months Ended	0 Months Ended
	Jul. 02, 2012	Mar. 31, 2013 item	Dec. 31, 2012 item	Mar. 31, 2013 Transmission and Storage System item mi MMcf	Dec. 31, 2012 Transmission and Storage System item MMcf mi	Mar. 31, 2013 Gathering System mi	Dec. 31, 2012 Gathering System mi	Jul. 02, 2012 EQT
Financial Statements
Equity interest retained by parent (as a percent)								59.40%
Common units issued to the public in an offering as a percentage of outstanding equity	40.60%
Number of common units issued to the public in an offering (in shares)	14,375,000
Common units held by parent (in shares)								2,964,718
Subordinated units held by parent (in shares)								17,339,718
General partner's interest (as a percent)	2.00%	2.00%	2.00%					2.00%
Number of counties in which midstream services are provided by the entity		22	22
Number of primary assets through which midstream services are provided		2	2
Length of FERC-regulated transmission pipeline (in miles)				700	700	2,000	2,000
Number of long-haul interstate pipelines and multiple distribution companies connected by FERC-regulated interstate pipeline system				5	5
Number of associated natural gas storage reservoirs which supports FERC-regulated interstate pipeline system				14	14
Peak withdrawal capability Per day of associated natural gas storage reservoirs (in MMcf per day)				400	400
Working gas capacity of associated natural gas storage reservoirs (in Bcf)				32,000	32,000
Total throughput capacity per day from transmission assets (in TBtu per day)				1,400,000	1,400,000

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Income Taxes

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Income Taxes

Income Taxes

D. Income Taxes

The Predecessor’s financial statements for the period prior to the IPO include U.S. federal and state income tax as its income was reported and included as part of EQT’s consolidated federal tax return.  In conjunction with the contribution by EQT of the ownership of Equitrans to the Partnership immediately prior to the IPO, approximately $143.6 million of net current and deferred income tax liabilities were eliminated through equity. Effective July 2, 2012, as a result of its limited partnership structure, the Company is no longer subject to federal and state income taxes. For federal and state income tax purposes, all income, expenses, gains, losses and tax credits generated by the Company flow through to the unitholders, and accordingly, do not result in a provision for income taxes for the Company.

4. Income Taxes

The Predecessor’s financial statements for the period prior to the IPO include U.S. federal and state income tax as its income was reported and included as part of EQT’s consolidated federal tax return.  In conjunction with the contribution by EQT of the ownership of Equitrans to the Partnership immediately prior to the IPO, approximately $143.6 million of net current and deferred income tax liabilities were eliminated through equity. Effective July 2, 2012, as a result of its limited partnership structure, the Company is no longer subject to federal and state income taxes. For federal and state income tax purposes, all income, expenses, gains, losses and tax credits generated flow through to the owners, and accordingly, do not result in a provision for income taxes for the Company.

The components of the federal income tax expense (benefit) for the years ended December 31, 2012, 2011 and 2010 are as follows:

		Years Ended December 31,
		2012		2011		2010
		(Thousands)
Current:
Federal	$	3,734	$	6,473	$	1,962
State		2,699		2,026		1,163
Subtotal		6,433		8,499		3,125
Deferred:
Federal		6,577		9,849		8,782
State		212		2,657		2,333
Subtotal		6,789		12,506		11,115
Amortization of deferred investment tax credit		(91)		(198)		(210)
Total	$	13,131	$	20,807	$	14,030

Prior to the IPO, tax obligations were transferred to EQT. EQT’s consolidated federal income tax was allocated among the group’s members on a separate return basis with tax credits allocated to the members generating the credits.

Income tax expense differed from amounts computed at the federal statutory rate of 35% on pre-tax book income from continuing operations as follows:

		Years Ended December 31,
		2012			2011			2010
		(Thousands)
Tax at statutory rate	$		23,953	$		18,689	$		11,645
Partnership income not subject to income taxes		(11,221)			—			—
State income taxes		1,892			3,044			2,272
Regulatory assets		(1,323)			(1,057)			21
Other		(170)			131			92
Income tax expense	$		13,131	$		20,807	$		14,030
Effective tax rate		19.2%			39.0%			42.2%

For the years ended December 31, 2012, 2011 and 2010, the effective tax rates were 19.2%, 39.0%, and 42.2%, respectively. The lower rates in 2012 and 2011 were primarily the result of an increased benefit to equity AFUDC and during 2012, not recognizing taxes on the Company’s post-IPO income which is not subject to tax.

The following table reconciles the beginning and ending amount of reserve for uncertain tax positions (excluding interest and penalties):

		Years Ended December 31,
		2012			2011			2010
		(Thousands)
Beginning Balance	$		1,903	$		2,044	$		1,953
Additions for the current year		—			15			581
Additions for the prior year		—			59			—
Reductions for the prior years		(1,903)			(215)			(490)
Settlements and statute expiration		—			—			—
Ending Balance	$		—	$		1,903	$		2,044

Uncertain tax positions in the prior years were transferred to EQT in 2012 in connection with the IPO and the elimination of all current and deferred taxes.

In accounting for uncertainty in income taxes prior to the IPO, EQT utilized a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Included in the tabular reconciliation above at December 31, 2011 and 2010 are $1.7 million and $1.9 million, respectively, for tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period. The Company recognized interest and penalties accrued related to unrecognized tax benefits in income tax expense. Interest of $0.3 million is included in unrecognized tax benefits at December 31, 2011 and 2010. The total amount of unrecognized tax benefits, inclusive of interest, was $2.2 million and $2.4 million as of December 31, 2011 and 2010, respectively, and is included in other long-term liabilities on the balance sheet. The total amount of unrecognized tax benefits (excluding interest and penalties) that, if recognized, would affect the effective tax rate was $0.2 million and $0.1 million as of December 31, 2011 and 2010. There were no material changes to EQT’s methodology for determining unrecognized tax benefits during 2011 or 2010.

The following table summarizes the source and tax effects of temporary differences between financial reporting and tax basis of assets and liabilities:

		December 31,
		2012		2011
		(Thousands)
Deferred income taxes:
Total deferred income tax assets	$	—	$	(4,590)
Total deferred income tax liabilities		—		114,620
Total net deferred income tax liabilities	$	—	$	110,030
Total deferred income tax (assets)/liabilities:
PP&E tax deductions in excess of book deductions	$	—	$	105,104
Regulatory temporary differences		—		9,516
Postretirement benefits		—		(1,813)
Other		—		(2,777)
Total net deferred income tax liabilities (including amounts classified as current (assets) of $(1,513) in 2011)	$	—	$	110,030

At December 31, 2011, there was no valuation allowance relating to deferred tax assets as the entire balance was expected to be realized. The deferred tax liabilities principally consisted of temporary differences between financial and tax reporting for property, plant and equipment (PP&E) and regulatory assets. Included in the deferred income taxes and investment tax credits on the consolidated balance sheets are investment tax credits of $0.7 million at December 31, 2011.

Under the omnibus agreement, EQT has indemnified the Company from and against any losses suffered or incurred by the Company and related to or arising out of or in connection with any federal, state or local income tax liabilities attributable to the ownership or operation of the Partnership Assets (as defined in the Partnership Agreement) prior to the closing of the IPO. Therefore, the Company does not anticipate any future liabilities arising from the historical deferred tax liabilities.

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Pension and Other Postretirement Benefit Plans (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Defined contribution plan
Contributes to a defined contribution plan			$ 0.1
Defined benefit pension plan
Pension and Other Postretirement Benefit Plans
Amount reimbursed to the plan sponsor in order to meet certain funding targets	0.3	0.3	0.1
Expected cash payments	0.2
Benchmark percentage of funding obligations targeted to be met through cash contributions	80.00%
Pension plan expense allocation from parent	0.1	0.1	0.1
Other post-employment benefit plans
Pension and Other Postretirement Benefit Plans
Other postemployment benefit plans expense allocation from parent	0.3	0.3	0.4
Equitrans - Period for amortization of expenses for post-retirement benefits other than pensions previously deferred	5 years
Amortization of post-retirement benefits other than pensions used for rate making purpose			0.7
Equitrans - Expenses for on-going post-retirement benefits other than pensions	$ 1.2	$ 1.2	$ 1.2

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Subsidiary Guarantors

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Subsidiary Guarantors

Subsidiary Guarantors

J. Subsidiary Guarantors

The Company anticipates filing a registration statement on Form S-3 with the SEC to register, among other securities, debt securities. The subsidiaries of the Company (Subsidiaries) will be co-registrants with the Company, and the registration statement will register guarantees of debt securities by one or more of the Subsidiaries (other than EQT Midstream Finance Corporation, a 100 percent owned subsidiary of the Company whose sole purpose is to act as co-issuer of such debt securities). The Subsidiaries are 100 percent owned by the Company and any guarantees by the Subsidiaries will be full and unconditional. The Company has no assets or operations independent of the Subsidiaries, and there are no significant restrictions upon the ability of the Subsidiaries to distribute funds to the Company by dividend or loan. In the event that more than one of the Subsidiaries provide guarantees of any debt securities issued by the Company, such guarantees will constitute joint and several obligations. None of the assets of the Company or the Subsidiaries represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X under the Securities Act of 1933, as amended.

16.      Subsidiary Guarantors

The Company anticipates filing a registration statement on Form S-3 with the SEC to register, among other securities, debt securities. The subsidiaries of the Company (Subsidiaries) will be co-registrants with the Company, and the registration statement will register guarantees of debt securities by one or more of the Subsidiaries (other than EQT Midstream Finance Corporation, a 100 percent owned subsidiary of the Company whose sole purpose is to act as co-issuer of such debt securities). The Subsidiaries are 100 percent owned by the Company and any guarantees by the Subsidiaries will be full and unconditional. The Company has no assets or operations independent of the Subsidiaries, and there are no significant restrictions upon the ability of the Subsidiaries to distribute funds to the Company by dividend or loan. In the event that more than one of the Subsidiaries provide guarantees of any debt securities issued by the Company, such guarantees will constitute joint and several obligations. None of the assets of the Company or the Subsidiaries represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X under the Securities Act of 1933, as amended.

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Financial Information by Business Segment (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Financial Information by Business Segment

Schedule of revenue from external customers and operating income

		Three Months Ended
		March 31,
		2013			2012
		(Thousands)
Revenues from external customers:
Transmission and storage	$		41,065	$		27,098
Gathering		3,300			3,905
Total	$		44,365	$		31,003
Operating income (loss):
Transmission and storage	$		28,169	$		17,391
Gathering		(2,032)			(999)
Total operating income	$		26,137	$		16,392

		Years Ended December 31,
		2012			2011			2010
		(Thousands)
Revenues from external customers:
Transmission and storage	$		120,797	$		93,707	$		74,393
Gathering		16,113			15,906			17,207
Total	$		136,910	$		109,613	$		91,600
Operating income (loss):
Transmission and storage	$		76,667	$		60,906	$		42,280
Gathering		(5,976)			(6,286)			(4,343)
Total operating income	$		70,691	$		54,620	$		37,937

Reconciliation of operating income to net income

Reconciliation of operating income to net income:

Other income, net		297			2,471
Interest expense, net		4,204			1,539
Income tax expense		—			6,201
Net income	$		22,230	$		11,123

Reconciliation of operating income to net income:

Other income		7,701			3,826			498
Interest expense		9,955			5,050			5,164
Income taxes		13,131			20,807			14,030
Net income	$		55,306	$		32,589	$		19,241

Schedule of segment assets

		March 31,			December 31,
		2013			2012
		(Thousands)
Segment assets:
Transmission and storage	$		643,367	$		632,404
Gathering		71,479			75,200
Total assets	$		714,846	$		707,604

As of December 31,
		2012			2011
		(Thousands)
Segment assets:
Transmission and storage	$		632,404	$		461,002
Gathering		75,200			85,440
Total assets	$		707,604	$		546,442

Schedule of depreciation, depletion and amortization and expenditures for segment assets

		Three Months Ended March 31,
		2013			2012
		(Thousands)
Depreciation and amortization:
Transmission and storage	$		6,618	$		2,363
Gathering		730			675
Total	$		7,348	$		3,038
Expenditures for segment assets:
Transmission and storage	$		9,351	$		50,823
Gathering		1,134			417
Total	$		10,485	$		51,240

		Years Ended December 31,
		2012			2011			2010
		(Thousands)
Depreciation and amortization:
Transmission and storage	$		17,400	$		8,850	$		8,212
Gathering		2,839			2,620			2,674
Total	$		20,239	$		11,470	$		10,886
Expenditures for segment assets:
Transmission and storage	$		161,683	$		131,902	$		33,158
Gathering		5,379			3,929			3,246
Total	$		167,062	$		135,831	$		36,404

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CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (USD $) In Thousands, unless otherwise specified	Total	Limited Partners Common	Limited Partners Subordinated	General Partner	Parent Net Investment
Balance at Dec. 31, 2009	$ 102,656				$ 102,656
Increase (Decrease) in Partners' Capital
Net income	19,241				19,241
Investment by partners	8,601				8,601
Distributions paid	(4,975)				(4,975)
Balance at Dec. 31, 2010	125,523				125,523
Increase (Decrease) in Partners' Capital
Net income	32,589				32,589
Investment by partners	27,250				27,250
Distributions paid	(11,729)				(11,729)
Balance at Dec. 31, 2011	173,633				173,633
Increase (Decrease) in Partners' Capital
Net income	11,123				11,123
Elimination of net current and deferred tax liabilities	9,794
Balance at Mar. 31, 2012	184,756				184,756
Balance at Dec. 31, 2011	173,633				173,633
Increase (Decrease) in Partners' Capital
Net income	23,246				23,246
Balance at Jul. 02, 2012
Balance at Dec. 31, 2011	173,633				173,633
Increase (Decrease) in Partners' Capital
Net income	55,306
Investment by partners	276,543				276,543
Distributions paid	(10,193)				(10,193)
Non-cash distributions	(205,949)				(205,949)
Elimination of net current and deferred tax liabilities	143,587				143,587
Contribution of net assets to EQT Midstream Partners, LP		56,560	330,805	13,502	(400,867)
Issuance of common units to public, net of offering costs	276,780	276,780
Distribution of proceeds	(230,887)	(32,837)	(192,049)	(6,001)
Capital contribution	4,244			4,244
Equity-based compensation plans	535	535
Distributions paid to unitholders	(12,386)	(6,069)	(6,069)	(248)
Balance at Dec. 31, 2012	471,213	310,679	148,397	12,137
Balance at Jul. 02, 2012
Increase (Decrease) in Partners' Capital
Net income	32,060	15,710	15,710	640
Balance at Dec. 31, 2012	471,213	310,679	148,397	12,137
Increase (Decrease) in Partners' Capital
Net income	22,230	10,893	10,893	444
Capital contribution	1,105			1,105
Equity-based compensation plans	353	353
Distributions paid to unitholders	(12,386)	(6,069)	(6,069)	(248)
Balance at Mar. 31, 2013	$ 482,515	$ 315,856	$ 153,221	$ 13,438

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Financial Information by Business Segment

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Financial Information by Business Segment

Financial Information by Business Segment

B. Financial Information by Business Segment

Operating segments are revenue-producing components of the 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.

The Company reports its operations in two segments, which reflect its lines of business. Transmission and storage includes the Company’s FERC-regulated interstate pipeline and storage business. Gathering includes the FERC-regulated low pressure gathering system. The operating segments are evaluated on their contribution to the Company’s results based on operating income.

All of the Company’s operating revenues, income from operations and assets are generated or located in the United States.

		Three Months Ended
		March 31,
		2013			2012
		(Thousands)
Revenues from external customers:
Transmission and storage	$		41,065	$		27,098
Gathering		3,300			3,905
Total	$		44,365	$		31,003
Operating income (loss):
Transmission and storage	$		28,169	$		17,391
Gathering		(2,032)			(999)
Total operating income	$		26,137	$		16,392
Reconciliation of operating income to net income:
Other income, net		297			2,471
Interest expense, net		4,204			1,539
Income tax expense		—			6,201
Net income	$		22,230	$		11,123

		March 31,			December 31,
		2013			2012
		(Thousands)
Segment assets:
Transmission and storage	$		643,367	$		632,404
Gathering		71,479			75,200
Total assets	$		714,846	$		707,604

		Three Months Ended March 31,
		2013			2012
		(Thousands)
Depreciation and amortization:
Transmission and storage	$		6,618	$		2,363
Gathering		730			675
Total	$		7,348	$		3,038
Expenditures for segment assets:
Transmission and storage	$		9,351	$		50,823
Gathering		1,134			417
Total	$		10,485	$		51,240

2. Financial Information by Business Segment

Operating segments are revenue-producing components of the 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.

The Company reports its operations in two segments, which reflect its lines of business. Transmission and storage includes the Company’s FERC-regulated interstate pipeline and storage business. Gathering includes the FERC-regulated low pressure gathering system. The operating segments are evaluated on their contribution to the Company’s results based on operating income.

All of the Company’s operating revenues, income from operations and assets are generated or located in the United States.

		Years Ended December 31,
		2012			2011			2010
		(Thousands)
Revenues from external customers:
Transmission and storage	$		120,797	$		93,707	$		74,393
Gathering		16,113			15,906			17,207
Total	$		136,910	$		109,613	$		91,600
Operating income (loss):
Transmission and storage	$		76,667	$		60,906	$		42,280
Gathering		(5,976)			(6,286)			(4,343)
Total operating income	$		70,691	$		54,620	$		37,937
Reconciliation of operating income to net income:
Other income		7,701			3,826			498
Interest expense		9,955			5,050			5,164
Income taxes		13,131			20,807			14,030
Net income	$		55,306	$		32,589	$		19,241

		As of December 31,
		2012			2011
		(Thousands)
Segment assets:
Transmission and storage	$		632,404	$		461,002
Gathering		75,200			85,440
Total assets	$		707,604	$		546,442

		Years Ended December 31,
		2012			2011			2010
		(Thousands)
Depreciation and amortization:
Transmission and storage	$		17,400	$		8,850	$		8,212
Gathering		2,839			2,620			2,674
Total	$		20,239	$		11,470	$		10,886
Expenditures for segment assets:
Transmission and storage	$		161,683	$		131,902	$		33,158
Gathering		5,379			3,929			3,246
Total	$		167,062	$		135,831	$		36,404

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Regulatory Assets

12 Months Ended

Dec. 31, 2012

Regulatory Assets

Regulatory Assets

5.         Regulatory Assets

The following table summarizes the Company’s regulatory assets, net of amortization, as of December 31, 2012 and 2011.  The regulatory assets are recoverable or reimbursable over various periods. The Company believes that it will continue to be subject to rate regulation that will provide for the recovery of its regulatory assets.

		December 31,
		2012		2011
		(Thousands)
Deferred taxes	$	14,309	$	11,532
Post-retirement benefits other than pensions		3,236		3,994
Other recoverable costs		332		2,721
Total regulatory assets	$	17,877	$	18,247

The regulatory asset associated with deferred taxes primarily represents deferred income taxes recoverable through future rates related to a deferred tax position that existed at the time of normalization and the equity component of AFUDC.  The Company expects to recover the amortization of the deferred tax position ratably over the corresponding life of the underlying assets that created the difference.

The deferred tax regulatory asset associated with AFUDC represents the offset to the deferred taxes associated with the equity component of the allowance for funds used during the construction of long-lived assets. Taxes on capitalized funds used during construction and the offsetting deferred income taxes will be collected through rates over the depreciable lives of the long-lived assets to which they relate.

The amounts established for deferred taxes were generated during the pre-IPO period when the Company was reported and included as part of EQT’s consolidated federal tax return.  Effective July 2, 2012, the Company is a partnership for income tax purposes and no longer subject to federal and state income taxes. As a result, the Company will not recognize any additional regulatory assets related to deferred taxes for financial statement purposes after July 2, 2012.

The Company defers expenses for on-going post-retirement benefits other than pensions which are subject to recovery in approved rates.  The regulatory asset for other post-retirement benefits other than pensions is expected to be recovered in rates within approximately 3 years.

Other recoverable costs primarily represent the recovery of operation and maintenance expenses incurred in connection with the pipeline safety program. The Company has been approved by the FERC to institute an annual surcharge for the tracking and recovery of all costs incurred. The remaining balance represents the recovery of storage base gas. The Company is entitled to recover certain migrated storage base gas. A regulatory asset was established by multiplying the recoverable volume of migrated base gas by the average cost of the base gas. The regulatory asset is reduced by the volumes of base gas recovered through a component of the transmission system retention factor assessed to transmission service customers. The annual surcharge for 2012 is subject to two customer protests. The Company has submitted to FERC a Proposed Stipulation of Agreement which, if approved by FERC, would settle the customer protests and replace the surcharge with a fixed pipeline safety cost rate.

The following regulatory assets do not earn a return on investment: deferred taxes, other post-retirement benefits and base gas migration.

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Financial Information by Business Segment (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended									6 Months Ended		12 Months Ended
	Mar. 31, 2013 item	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Jul. 02, 2012	Dec. 31, 2012 item	Dec. 31, 2011	Dec. 31, 2010
Financial Information by Business Segment
Number of operating segments	2											2
Segment Information
Revenues from external customers:	$ 44,365	$ 41,790	$ 34,452	$ 29,665	$ 31,003	$ 30,388	$ 27,420	$ 25,179	$ 26,626			$ 136,910	$ 109,613	$ 91,600
Operating income (loss):	26,137	24,003	14,297	15,999	16,392	16,785	14,007	8,732	15,096			70,691	54,620	37,937
Reconciliation of operating income to net income:
Other income, net	297				2,471							7,701	3,826	498
Interest expense, net	4,204				1,539							9,955	5,050	5,164
Income tax expense					6,201							13,131	20,807	14,030
Net income	22,230	20,160	12,011	12,012	11,123	10,633	8,381	4,940	8,635	32,060	23,246	55,306	32,589	19,241
Segment assets:	714,846	707,604				546,442				707,604		707,604	546,442
Depreciation and amortization	7,348				3,038							20,239	11,470	10,886
Expenditures for segment assets	10,485				51,240							167,062	135,831	36,404
Transmission and storage
Segment Information
Revenues from external customers:	41,065				27,098							120,797	93,707	74,393
Operating income (loss):	28,169				17,391							76,667	60,906	42,280
Reconciliation of operating income to net income:
Segment assets:	643,367	632,404				461,002				632,404		632,404	461,002
Depreciation and amortization	6,618				2,363							17,400	8,850	8,212
Expenditures for segment assets	9,351				50,823							161,683	131,902	33,158
Gathering
Segment Information
Revenues from external customers:	3,300				3,905							16,113	15,906	17,207
Operating income (loss):	(2,032)				(999)							(5,976)	(6,286)	(4,343)
Reconciliation of operating income to net income:
Segment assets:	71,479	75,200				85,440				75,200		75,200	85,440
Depreciation and amortization	730				675							2,839	2,620	2,674
Expenditures for segment assets	$ 1,134				$ 417							$ 5,379	$ 3,929	$ 3,246

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Related-Party Transactions

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Related-Party Transactions

Related-Party Transactions

C. Related-Party Transactions

In the ordinary course of business, the Company has transactions with affiliated companies. The Company has various contracts with affiliates including, but not limited to, Transportation Service and Precedent Agreements, Storage Agreements and Gas Gathering Agreements.

In connection with the IPO, the Company entered into various agreements with EQT. For instance, the Company entered into an omnibus agreement by and among the Company, its general partner and EQT. Pursuant to the omnibus agreement, EQT or its affiliates perform centralized corporate, general and administrative services for the Company, such as legal, corporate recordkeeping, planning, budgeting, regulatory, accounting, billing, business development, treasury, insurance administration and claims processing, risk management, health, safety and environmental, information technology, human resources, investor relations, cash management and banking, payroll, internal audit, taxes and engineering. In exchange, the Company reimburses EQT and its affiliates for the expenses incurred by them in providing these services, except for any expenses associated with EQT’s long-term incentive programs. The omnibus agreement further requires that the Company reimburse EQT and its affiliates for the Company’s allocable portion of the premiums on any insurance policies covering the Company’s assets. EQT does not record any profit or margin for the administrative and operational services charged to the Company.

The Company also entered into an operation and management services agreement with EQT Gathering, pursuant to which EQT Gathering provides the Company’s pipelines and storage facilities with certain operational and management services.  The Company reimburses EQT Gathering for such services pursuant to the terms of the omnibus agreement as described above.

3. Related-Party Transactions

In the ordinary course of business, the Company has transactions with affiliated companies. The Company has various contracts with affiliates including, but not limited to, Transportation Service and Precedent Agreements, Storage Agreements and Gas Gathering Agreements.

Accounts receivable—affiliate represents amounts due from subsidiaries of EQT, primarily related to transmission, storage and gathering services. For the years ended December 31, 2012, 2011 and 2010, the Company generated revenues of approximately $106.2 million, $86.6 million and $74.0 million, respectively, from services provided to subsidiaries of EQT.

The accompanying consolidated balance sheets include amounts due from related parties of $2.4 million and $40.4 million as of December 31, 2012 and 2011, respectively. Amounts due to related parties as of December 31, 2012 and 2011, respectively, totaled $1.1 million and $68.2 million. These amounts represent transactions with subsidiaries of EQT other than transmission, storage and gathering services.

As discussed in Note 6 prior to the Company’s IPO, EQT provided financing to its subsidiaries directly or indirectly through EQT Capital Corporation (EQT Capital), EQT’s subsidiary finance company, predominantly through intercompany term and demand loans.  The Company had demand and term notes due to EQT Capital of approximately $135.2 million as of December 31, 2011, which were repaid prior to the IPO. Interest expense on affiliate long-term debt and demand loans amounted to $4.1 million, $5.8 million, and $5.2 million for the years ended December 31, 2012, 2011 and 2010, respectively.

In addition, operating and administrative expenses and capital expenditures incurred on the Company’s behalf by EQT result in intercompany advances recorded as amounts due to or due from EQT on the Company’s balance sheet. Prior to the IPO, these advances were related to changes in working capital, cash used for capital expenditures, as well as the Company’s cash flow needs. Prior to the IPO, these were viewed as financing transactions as the Company would have otherwise obtained demand notes or term loans from EQT Capital to fund these transactions.  Subsequent to the IPO, these transactions reflect services rendered on behalf of the Company by EQT and its affiliates for operating expenses as described below and will be settled monthly. These are classified as operating activities in the statement of cash flows.

The personnel who operate the Company’s assets are employees of EQT. EQT directly charges the Company for the payroll and benefit costs associated with employees and carries the obligations for other employee-related benefits in its consolidated financial statements. The Company is allocated a portion of EQT’s defined benefit pension plan and retiree medical and life insurance liability for the retirees of Equitrans based on an actuarial assessment of that liability. The Company’s share of those costs is charged through due to related parties and reflected in operating and maintenance expense and selling, general and administrative expense in the accompanying statements of consolidated operations.

The Company is allocated a portion of the indirect operating and maintenance expense incurred by EQT Gathering, a subsidiary of EQT that incurs certain costs that are shared by the Company. For the years ended December 31, 2012, 2011 and 2010, operating and maintenance expenses allocated to the Company were approximately $3.4 million, $2.5 million and $0.4 million, respectively.  The allocation in 2010 was based on the Company’s percentage of labor hours for certain operations and maintenance departments. Starting in 2011, EQT Gathering began allocating certain engineering and gas control expenses to the Company that were not previously allocated. The allocation in 2011 and 2012 is based on the Company’s percentage of a calculation based upon net plant, revenue and headcount. EQT management believes allocating these expenses to the Company was necessary and appropriate due to the amount of such costs that were directly attributable to the Company as a result of its expansion efforts.

For the years ended December 31, 2012, 2011 and 2010, corporate selling, general and administrative expenses allocated to the Company were approximately $4.6 million, $3.7 million and $3.9 million, respectively. Additionally, a portion of the selling, general and administrative expense incurred by EQT Gathering was allocated to the Company based on a calculation of its percentage of net plant, revenue and headcount.

The historical financial statements of the Predecessor include long-term incentive compensation plan expenses associated with the EQT long-term incentive plan, which is not an expense of the Company subsequent to the IPO. See Note 11 for discussion of the Company’s equity-based compensation plans. Included within operating expenses in the accompanying statements of consolidated operations is EQT share-based compensation expense of $1.9 million, $3.1 million and $2.9 million for the years ended December 31, 2012, 2011 and 2010, respectively. EQT’s share-based compensation programs consist of restricted stock, stock options and performance-based units issued to employees. To the extent compensation related to employees directly involved in transmission and storage or gathering operations, such amounts were charged to the Company by EQT and were reflected as operating and maintenance expenses. To the extent compensation cost related to employees indirectly involved in transmission and storage or gathering operations, such amounts were charged to the Company by EQT and were reflected as general and administrative expenses.

Agreements with EQT

The Company and other parties have entered into various agreements with EQT, as summarized below.  These agreements were negotiated in connection with the IPO.

Omnibus Agreement

The Company entered into an omnibus agreement by and among the Company, its general partner and EQT. Pursuant to the omnibus agreement, EQT agreed to provide the Company with a license to use the name “EQT” and related marks in connection with the Company’s business. The omnibus agreement also provides for certain indemnification and reimbursement obligations between EQT and the Company.

As more fully described in the omnibus agreement, the following matters are addressed:

· the Company’s obligation to reimburse EQT and its affiliates for certain direct operating expenses they pay on the Company’s behalf;

· the Company’s obligation to reimburse EQT and its affiliates for providing the Company corporate, general and administrative services and providing the Company operation and management services pursuant to the operation and management services agreement;

· EQT’s obligation to indemnify or reimburse the Company for losses or expenses relating to or arising from (i) certain plugging and abandonment obligations; (ii) certain bare steel replacement capital expenditures; (iii) certain pipeline safety costs; (iv) certain preclosing environmental liabilities; (v) certain title and rights-of-way matters; (vi) the Company’s failure to have certain necessary governmental consents and permits; (vii) certain preclosing tax liabilities; (viii) assets previously owned by Equitrans, but retained by EQT and its affiliates following the IPO, including the Sunrise Pipeline; (ix) any claims related to Equitrans’ previous ownership of the Big Sandy Pipeline; and (x) any amounts owed to the Company by a third party that has exercised a contractual right of offset against amounts owed by EQT to such third party; and

· the Company’s obligation to indemnify EQT for losses attributable to (i) the ownership or operation of the Company’s assets after the closing of the IPO, except to the extent EQT is obligated to indemnify the Company for such losses pursuant to the operation and management services agreement with EQT, and (ii) any amounts owed to EQT by a third party that has exercised a contractual right of offset against amounts owed by the Company to such third party.

In 2012 for the post-IPO period of July 2, 2012 to December 31, 2012, the Company was obligated to reimburse EQT for approximately $8.5 million of operating and maintenance expenses and approximately $7.7 million of selling, general and administrative expenses pursuant to the omnibus agreement.

In 2012 for the post-IPO period of July 2, 2012 to December 31, 2012, EQT was obligated to reimburse the Company pursuant to the omnibus agreement for $1.6 million related to plugging and abandonment liabilities, $2.7 million related to bare steel replacement, and $2.7 million related to Big Sandy Pipeline claims. Approximately $2.4 million of these obligations are recorded as due from related party in the consolidated balance sheet at December 31, 2012.

Operation and Management Services Agreement

The Company entered into an operation and management services agreement with EQT Gathering, pursuant to which EQT Gathering will provide the Company’s pipelines and storage facilities with certain operational and management services.  The Company will reimburse EQT Gathering for such services pursuant to the terms of the omnibus agreement as described above.

Under the operation and management services agreement, EQT Gathering will indemnify the Company with respect to claims, losses or liabilities incurred by the Company, including third party claims, arising out of EQT Gathering’s gross negligence or willful misconduct.  The Company will indemnify EQT Gathering from any claims, losses or liabilities incurred by EQT Gathering, including any third-party claims, arising from the performance of the agreement, but not to the extent of losses or liabilities caused by EQT Gathering’s gross negligence or willful misconduct.

Sunrise Pipeline Lease Agreement

As discussed further in Note 7, on June 18, 2012, the Company entered into the Sunrise Pipeline lease agreement with EQT.

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Debt (Details) (USD $)	0 Months Ended				12 Months Ended								1 Months Ended		0 Months Ended	3 Months Ended			12 Months Ended
	Jul. 02, 2012	Jun. 21, 2012	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2011 Demand notes	Dec. 31, 2012 Demand notes	Dec. 31, 2012 8.057% notes, due July 1, 2012	Dec. 31, 2011 8.057% notes, due July 1, 2012	Dec. 31, 2012 5.50% notes, due July 1, 2012	Dec. 31, 2011 5.50% notes, due July 1, 2012	Dec. 31, 2012 5.060% notes, due January 22, 2014	Dec. 31, 2011 5.060% notes, due January 22, 2014	Feb. 29, 2012 6.01% loan, due February 1, 2022	Dec. 31, 2012 6.01% loan, due February 1, 2022	Jul. 02, 2012 Revolving credit facility	Mar. 31, 2013 Revolving credit facility	Dec. 31, 2012 Revolving credit facility	Sep. 30, 2012 Revolving credit facility	Dec. 31, 2012 Revolving credit facility	Dec. 31, 2012 Revolving credit facility Minimum item	Dec. 31, 2012 Revolving credit facility Maximum	Dec. 31, 2012 Revolving credit facility Federal Funds Rate	Dec. 31, 2012 Revolving credit facility LIBOR	Dec. 31, 2012 Swing line loans	Dec. 31, 2012 Letters of credit
Long-term debt
Reference rate for demand notes					commercial rate																	federal funds rate	one-month LIBOR
Basis points added to commercial rate (as a percent)					2.00%																	0.50%	1.00%
Long-term debt			$ 0	$ 135,235,000	$ 78,128,000	$ 0	$ 0	$ 37,500,000	$ 0	$ 9,000,000	$ 0	$ 10,607,000
Notes payable - affiliate				135,235,000
Term of debt instrument													10 years
Interest rate (as a percent)							8.057%	8.057%	5.50%	5.50%	5.06%	5.06%		6.01%
Term note retired		135,200,000
Maximum borrowing capacity																								35,000,000	150,000,000
Additional borrowing	350,000,000														350,000,000
Maximum incremental borrowing capacity under accordion feature																	150,000,000		150,000,000
Number of potential term loan lenders																				1
Consolidated leverage ratio before obtaining investment grade rating																					5.00
Consolidated leverage ratio after obtaining investment grade rating																					5.50
Consolidated interest coverage ratio, until obtaining an investment grade rating																				3.00
Commitment fee on unused portion of our credit facility before obtaining investment grade rating (as a percent)																				0.25%	0.35%
Commitment fee on unused portion of our credit facility after obtaining investment grade rating (as a percent)																				0.15%	0.35%
Commitment fees																$ 200,000			$ 400,000
Commitment fees (as a percent)																6.25%	0.25%	0.25%

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Debt (Tables)

12 Months Ended

Dec. 31, 2012

Debt

Schedule of long-term debt

		December 31,
		2012		2011
		(Thousands)
Demand notes	$	—	$	78,128
8.057% notes, due July 1, 2012		—		37,500
5.50% notes, due July 1, 2012		—		9,000
5.060% notes, due January 22, 2014		—		10,607
Total long-term debt	$	—	$	135,235

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Interim Financial Information (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2012

Interim Financial Information (Unaudited)

Interim Financial Information (Unaudited)

		Three months ended
		March 31		June 30		September 30		December 31
		(Thousands, except per share amounts)
2012 (a)
Total operating revenues	$	31,003	$	29,665	$	34,452	$	41,790
Operating income		16,392		15,999		14,297		24,003
Net income		11,123		12,012		12,011		20,160
Net income per limited partner unit (b):
Basic		N/A		N/A	$	0.34	$	0.57
Diluted		N/A		N/A	$	0.34	$	0.57
2011 (a)
Total operating revenues	$	26,626	$	25,179	$	27,420	$	30,388
Operating income		15,096		8,732		14,007		16,785
Net income		8,635		4,940		8,381		10,633
Net income per limited partner unit (b):
Basic		N/A		N/A		N/A		N/A
Diluted		N/A		N/A		N/A		N/A

(a) The sum of the quarterly data in some cases may not equal the yearly total due to rounding.

(b) Presented for post-IPO period only.

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Net Income per Limited Partner Unit and Cash Distributions (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Net Income per Limited Partner Unit and Cash Distributions

Schedule of company's calculation of net income per unit for common and subordinated limited partner units

		Three Months Ended March 31, 2013
		(Thousands, except per unit amounts)
Net income	$		22,230
Less general partner interest in net income		(444)
Limited partner interest in net income	$		21,786
Net income allocable to common units	$		10,893
Net income allocable to subordinated units		10,893
Limited partner interest in net income	$		21,786
Weighted average limited partner units outstanding – basic
Common units		17,340
Subordinated units		17,339
Total		34,679
Weighted average limited partner units outstanding – diluted
Common units		17,429
Subordinated units		17,339
Total		34,768
Net income per limited partner unit – basic and diluted
Common units	$		0.63
Subordinated units	$		0.63

		July 2, 2012 to December 31, 2012
		(Thousands, except per unit data)
Net income (from close of the IPO on July 2, 2012 to December 31, 2012)	$	32,060
Less general partner interest in net income		(640)
Limited partner interest in net income	$	31,420
Net income allocable to common units	$	15,710
Net income allocable to subordinated units		15,710
Limited partner interest in net income	$	31,420
Weighted average limited partner units outstanding – basic
Common units		17,340
Subordinated units		17,339
Total		34,679

		July 2, 2012 to December 31, 2012
		(Thousands, except per unit data)
Weighted average limited partner units outstanding – diluted
Common units		17,395
Subordinated units		17,339
Total		34,734
Net income per limited partner unit – basic
Common units	$	0.91
Subordinated units	$	0.91
Net income per limited partner unit – diluted
Common units	$	0.90
Subordinated units	$	0.90

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Financial Information by Business Segment (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended									6 Months Ended		12 Months Ended
	Mar. 31, 2013 item	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Jul. 02, 2012	Dec. 31, 2012 item	Dec. 31, 2011	Dec. 31, 2010
Financial Information by Business Segment
Number of operating segments	2											2
Segment Information
Revenues from external customers:	$ 44,365	$ 41,790	$ 34,452	$ 29,665	$ 31,003	$ 30,388	$ 27,420	$ 25,179	$ 26,626			$ 136,910	$ 109,613	$ 91,600
Operating income (loss):	26,137	24,003	14,297	15,999	16,392	16,785	14,007	8,732	15,096			70,691	54,620	37,937
Reconciliation of operating income to net income:
Other income, net	297				2,471							7,701	3,826	498
Interest expense	4,204				1,539							9,955	5,050	5,164
Income tax expense					6,201							13,131	20,807	14,030
Net income	22,230	20,160	12,011	12,012	11,123	10,633	8,381	4,940	8,635	32,060	23,246	55,306	32,589	19,241
Segment assets	714,846	707,604				546,442				707,604		707,604	546,442
Depreciation and amortization	7,348				3,038							20,239	11,470	10,886
Expenditures for segment assets	10,485				51,240							167,062	135,831	36,404
Transmission and storage
Segment Information
Revenues from external customers:	41,065				27,098							120,797	93,707	74,393
Operating income (loss):	28,169				17,391							76,667	60,906	42,280
Reconciliation of operating income to net income:
Segment assets	643,367	632,404				461,002				632,404		632,404	461,002
Depreciation and amortization	6,618				2,363							17,400	8,850	8,212
Expenditures for segment assets	9,351				50,823							161,683	131,902	33,158
Gathering
Segment Information
Revenues from external customers:	3,300				3,905							16,113	15,906	17,207
Operating income (loss):	(2,032)				(999)							(5,976)	(6,286)	(4,343)
Reconciliation of operating income to net income:
Segment assets	71,479	75,200				85,440				75,200		75,200	85,440
Depreciation and amortization	730				675							2,839	2,620	2,674
Expenditures for segment assets	$ 1,134				$ 417							$ 5,379	$ 3,929	$ 3,246

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Financial Information by Business Segment (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Financial Information by Business Segment

Schedule of revenue from external customers and operating income

		Three Months Ended
		March 31,
		2013			2012
		(Thousands)
Revenues from external customers:
Transmission and storage	$		41,065	$		27,098
Gathering		3,300			3,905
Total	$		44,365	$		31,003
Operating income (loss):
Transmission and storage	$		28,169	$		17,391
Gathering		(2,032)			(999)
Total operating income	$		26,137	$		16,392

		Years Ended December 31,
		2012			2011			2010
		(Thousands)
Revenues from external customers:
Transmission and storage	$		120,797	$		93,707	$		74,393
Gathering		16,113			15,906			17,207
Total	$		136,910	$		109,613	$		91,600
Operating income (loss):
Transmission and storage	$		76,667	$		60,906	$		42,280
Gathering		(5,976)			(6,286)			(4,343)
Total operating income	$		70,691	$		54,620	$		37,937

Reconciliation of operating income to net income

Reconciliation of operating income to net income:

Other income, net		297			2,471
Interest expense, net		4,204			1,539
Income tax expense		—			6,201
Net income	$		22,230	$		11,123

Reconciliation of operating income to net income:

Other income		7,701			3,826			498
Interest expense		9,955			5,050			5,164
Income taxes		13,131			20,807			14,030
Net income	$		55,306	$		32,589	$		19,241

Schedule of segment assets

		March 31,			December 31,
		2013			2012
		(Thousands)
Segment assets:
Transmission and storage	$		643,367	$		632,404
Gathering		71,479			75,200
Total assets	$		714,846	$		707,604

As of December 31,
		2012			2011
		(Thousands)
Segment assets:
Transmission and storage	$		632,404	$		461,002
Gathering		75,200			85,440
Total assets	$		707,604	$		546,442

Schedule of depreciation, depletion and amortization and expenditures for segment assets

		Three Months Ended March 31,
		2013			2012
		(Thousands)
Depreciation and amortization:
Transmission and storage	$		6,618	$		2,363
Gathering		730			675
Total	$		7,348	$		3,038
Expenditures for segment assets:
Transmission and storage	$		9,351	$		50,823
Gathering		1,134			417
Total	$		10,485	$		51,240

		Years Ended December 31,
		2012			2011			2010
		(Thousands)
Depreciation and amortization:
Transmission and storage	$		17,400	$		8,850	$		8,212
Gathering		2,839			2,620			2,674
Total	$		20,239	$		11,470	$		10,886
Expenditures for segment assets:
Transmission and storage	$		161,683	$		131,902	$		33,158
Gathering		5,379			3,929			3,246
Total	$		167,062	$		135,831	$		36,404

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Statements of Consolidated Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	0 Months Ended	3 Months Ended									6 Months Ended		12 Months Ended
	Nov. 14, 2012	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Jul. 02, 2012	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Revenues:
Operating revenues - affiliate		$ 34,386				$ 24,234							$ 106,180	$ 86,556	$ 74,028
Operating revenues - third party		9,979				6,769							30,730	23,057	17,572
Total operating revenues		44,365	41,790	34,452	29,665	31,003	30,388	27,420	25,179	26,626			136,910	109,613	91,600
Operating expenses:
Operating and maintenance		6,632				7,024							29,405	26,221	24,300
Selling, general and administrative		4,248				4,549							16,575	17,302	18,477
Depreciation and amortization		7,348				3,038							20,239	11,470	10,886
Total operating expenses		18,228				14,611							66,219	54,993	53,663
Operating income		26,137	24,003	14,297	15,999	16,392	16,785	14,007	8,732	15,096			70,691	54,620	37,937
Other income, net		297				2,471							7,701	3,826	498
Interest expense, net		4,204				1,539							9,955	5,050	5,164
Income before income taxes		22,230				17,324							68,437	53,396	33,271
Income tax expense						6,201							13,131	20,807	14,030
Net income		22,230	20,160	12,011	12,012	11,123	10,633	8,381	4,940	8,635	32,060	23,246	55,306	32,589	19,241
Calculation of Limited Partner Interest in Net Income:
Net income		22,230	20,160	12,011	12,012	11,123	10,633	8,381	4,940	8,635	32,060	23,246	55,306	32,589	19,241
Less general partner interest in net income		(444)									(640)
Limited partner interest in net income		$ 21,786									$ 31,420
Net income per limited partner unit - basic (in dollars per unit)		$ 0.63	$ 0.57	$ 0.34									$ 0.91
Net income per limited partner unit - diluted (in dollars per unit)		$ 0.63	$ 0.57	$ 0.34									$ 0.9
Limited partner units outstanding - basic (in shares)		34,679									34,679		34,679
Limited partner units outstanding - diluted (in shares)		34,768									34,734		34,734
Cash distributions declared per unit	$ 0.35	$ 0.37

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Concentrations of Credit Risk (Details) (USD $) In Thousands, unless otherwise specified				12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012 Customer concentration Accounts receivable	Dec. 31, 2011 Customer concentration Accounts receivable
Concentrations of Credit Risk
Concentration risk (as a percent)				87.00%	49.00%
Accounts receivable balances	$ 4,499	$ 3,743	$ 5,147

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Net Income per Limited Partner Unit and Cash Distributions (Details) (USD $) In Thousands, except Share data, unless otherwise specified	0 Months Ended	3 Months Ended									6 Months Ended			12 Months Ended
	Jul. 02, 2012	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012		Jul. 02, 2012	Dec. 31, 2012		Dec. 31, 2011	Dec. 31, 2010
Net Income per Limited Partner Unit and Cash Distributions
General partner's ownership interest (as a percent)	2.00%	2.00%									2.00%
Company's calculation of net income per unit for common and subordinated limited partner units:
Net income (from close of the IPO on July 2, 2012 to December 31, 2012)		$ 22,230	$ 20,160	$ 12,011	$ 12,012	$ 11,123	$ 10,633	$ 8,381	$ 4,940	$ 8,635	$ 32,060		$ 23,246	$ 55,306		$ 32,589	$ 19,241
Less general partner interest in net income		(444)									(640)
Limited partner interest in net income		21,786									31,420
Limited Partners' net income allocable to common units and subordinated units
Limited partner interest in net income		21,786									31,420
Weighted average limited partner units outstanding - basic
Total (in shares)		34,679,000									34,679,000			34,679,000
Weighted average limited partner units outstanding - diluted
Total (in shares)		34,768,000									34,734,000			34,734,000
Net income per limited partner unit - basic
Common units (in dollars per share)		$ 0.63	$ 0.57	$ 0.34										$ 0.91
Net income per limited partner unit - diluted
Common units (in dollars per share)		$ 0.63	$ 0.57	$ 0.34										$ 0.9
Common Units
Company's calculation of net income per unit for common and subordinated limited partner units:
Net income (from close of the IPO on July 2, 2012 to December 31, 2012)		10,893									15,710
Limited partner interest in net income		10,893									15,710
Limited Partners' net income allocable to common units and subordinated units
Limited partner interest in net income		10,893									15,710
Weighted average limited partner units outstanding - basic
Total (in shares)		17,340,000									17,340,000
Weighted average limited partner units outstanding - diluted
Total (in shares)		17,429,000									17,395,000
Net income per limited partner unit - basic
Common units (in dollars per share)											$ 0.91
Net income per limited partner unit - diluted
Common units (in dollars per share)											$ 0.90
Subordinated Units
Company's calculation of net income per unit for common and subordinated limited partner units:
Net income (from close of the IPO on July 2, 2012 to December 31, 2012)		10,893									15,710
Limited partner interest in net income		10,893									15,710
Limited Partners' net income allocable to common units and subordinated units
Limited partner interest in net income		10,893									15,710
Weighted average limited partner units outstanding - basic
Total (in shares)		17,339,000									17,339,000
Weighted average limited partner units outstanding - diluted
Total (in shares)		17,339,000									17,339,000
Net income per limited partner unit - basic
Subordinated units (in dollars per share)											$ 0.91
Net income per limited partner unit - diluted
Subordinated units (in dollars per share)											$ 0.90
Performance Awards
Net Income per Limited Partner Unit
Number of units whose effect is included in weighted-average number of units used to calculate diluted earnings per limited partner unit (in shares)		80,142									50,158
Phantom Units
Net Income per Limited Partner Unit
Number of units whose effect is included in weighted-average number of units used to calculate diluted earnings per limited partner unit (in shares)		8,673									4,780
Post IPO Member
Company's calculation of net income per unit for common and subordinated limited partner units:
Net income (from close of the IPO on July 2, 2012 to December 31, 2012)											32,060	[1]		32,060	[1]
Less general partner interest in net income											(640)			(640)
Limited partner interest in net income											31,420			31,420
Limited Partners' net income allocable to common units and subordinated units
Limited partner interest in net income											$ 31,420			$ 31,420

[1] Presented for the post-initial public offering (IPO) period only. Reflects general and limited partner interest in net income from and after the closing of the Company's IPO on July 2, 2012. See Note 1 of Notes to the Consolidated Financial Statements.

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STATEMENTS OF CONSOLIDATED CASH FLOWS (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Cash flows from operating activities:
Net income	$ 55,306	$ 32,589	$ 19,241
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	20,239	11,470	10,886
Deferred income taxes	6,789	12,506	11,115
Other income	(7,701)	(3,826)	(498)
Non-cash long term compensation expense	2,282	2,249	1,292
Non-cash reserve adjustment	(2,508)
Changes in other assets and liabilities:
Accounts receivable	(10,825)	(492)	(1,885)
Accounts payable	(11,070)	14,470	(1,727)
Regulatory assets	1,793	(1,743)	1,929
Due (to)/from EQT affiliates	28,555	(16,846)	(10,509)
Other assets and other liabilities	(5,923)	(2,813)	(1,128)
Net cash provided by operating activities	76,937	47,564	28,716
Cash flows from investing activities:
Capital expenditures	(167,062)	(135,831)	(36,404)
Net cash used in investing activities	(167,062)	(135,831)	(36,404)
Cash flows from financing activities:
Proceeds from the issuance of common units, net of offering costs	276,780
Distribution of proceeds	(230,887)
Due (to)/ from EQT	(49,657)	58,405	(875)
Retirements of long-term debt	(135,235)
Partners' investments	276,543	27,250	8,601
Capital contributions	1,863
Distributions paid to EQT	(10,193)	(11,729)	(4,975)
Distributions paid to unitholders	(12,386)
Payment of revolver fees	(1,864)
Capital lease principal payments	(2,889)
Net cash (used in) provided by financing activities	112,075	73,926	2,751
Net change in cash and cash equivalents	21,950	(14,341)	(4,937)
Cash and cash equivalents at beginning of period		14,341	19,278
Cash and cash equivalents at end of period	21,950		14,341
Cash paid during the year for:
Interest paid	11,996	5,663	5,199
Non-cash activity during the year for:
Capital lease obligation	215,731
Non-cash distributions	205,949
Elimination of net current and deferred tax liabilities	$ 143,587

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Pension and Other Postretirement Benefit Plans

12 Months Ended

Dec. 31, 2012

Pension and Other Postretirement Benefit Plans

Pension and Other Postretirement Benefit Plans

8.         Pension and Other Postretirement Benefit Plans

The personnel who operate the Company’s assets are employees of EQT. EQT directly charges the Company for the payroll and benefit costs associated with its employees and for retirees of Equitrans. EQT carries the obligations for pension and other employee-related benefits in its financial statements.

Equitrans’ retirees participate in a defined benefit pension plan that is sponsored by EQT. For the years ended December 31, 2012, 2011 and 2010, the Company reimbursed approximately $0.3 million, $0.3 million and $0.1 million, respectively, to the plan sponsor in order to meet certain funding targets. The Company expects to make cash payments to EQT of approximately $0.2 million in 2013 to reimburse for defined benefit pension plan funding. Pension plan contributions are designed to meet minimum funding requirements and keep plan assets at least equal to 80% of projected liabilities. The Company’s reimbursements to EQT are based on the proportion of the plan’s total liabilities allocable to Equitrans retirees. For the years ended December 31, 2012, 2011 and 2010, the Company was allocated $0.1 million per year of the expenses associated with the plan. The dollar amount of a cash reimbursement to the plan sponsor in any particular year will vary as a result of gains or losses sustained by the pension plan assets during the year due to market conditions. The Company does not expect the variability of contribution requirements to have a significant effect on its business, financial condition, results of operations, liquidity or ability to make distributions.

The Company contributes to a defined contribution plan sponsored by EQT. The contribution amount is a percentage of each individual’s base salary to an individual investment account for such individual. The amount of such contributions was $0.1 million in 2010. In 2011 and 2012, there were no direct contributions but the Company was charged through the EQT payroll and benefit costs discussed in Note 3.

The individuals who operate the Company’s assets and Equitrans retirees participate in certain other post-employment benefit plans sponsored by EQT. The Company was allocated $0.3 million, $0.3 million and $0.4 million in 2012, 2011 and 2010, respectively, of the expenses associated with these plans.

Under the July 1, 2005 Equitrans rate case settlement, the Company began amortizing post-retirement benefits other than pensions previously deferred over a five-year period. Currently, the Company recognizes expenses for ongoing post-retirement benefits other than pensions, which are now subject to recovery in the approved rates. Expenses recognized by the Company for the year ended December 31, 2010 for amortization of post-retirement benefits other than pensions previously deferred were approximately $0.7 million. The previously deferred amounts were fully amortized in 2010. Expenses recognized by the Company for the years ended December 31, 2012, 2011 and 2010 for ongoing post-retirement benefits other than pensions were approximately $1.2 million per year.

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Consolidated Balance Sheets
Accounts receivable, allowance for doubtful accounts (in dollars)	$ 88	$ 64	$ 77
Common units issued	17,339,718	17,339,718
Common units outstanding	17,339,718	17,339,718
Subordinated units issued	17,339,718	17,339,718
Subordinated units outstanding	17,339,718	17,339,718
General partner interest, units issued	707,744	707,744
General partner interest, units outstanding	707,744	707,744

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Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Consolidated Balance Sheets
Accounts receivable, allowance for doubtful accounts (in dollars)	$ 88	$ 64	$ 77
Common units issued	17,339,718	17,339,718
Common units outstanding	17,339,718	17,339,718
Subordinated units issued	17,339,718	17,339,718
Subordinated units outstanding	17,339,718	17,339,718
General partner interest, units issued	707,744	707,744
General partner interest, units outstanding	707,744	707,744

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STATEMENTS OF CONSOLIDATED OPERATIONS (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended									6 Months Ended			12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012		Jul. 02, 2012	Dec. 31, 2012		Dec. 31, 2011	Dec. 31, 2010
Revenues:
Operating revenues - affiliate	$ 34,386				$ 24,234								$ 106,180		$ 86,556	$ 74,028
Operating revenues - third party	9,979				6,769								30,730		23,057	17,572
Total operating revenues	44,365	41,790	34,452	29,665	31,003	30,388	27,420	25,179	26,626				136,910		109,613	91,600
Operating expenses:
Operating and maintenance	6,632				7,024								29,405		26,221	24,300
Selling, general and administrative	4,248				4,549								16,575		17,302	18,477
Depreciation and amortization	7,348				3,038								20,239		11,470	10,886
Total operating expenses	18,228				14,611								66,219		54,993	53,663
Operating income	26,137	24,003	14,297	15,999	16,392	16,785	14,007	8,732	15,096				70,691		54,620	37,937
Other income, net	297				2,471								7,701		3,826	498
Interest expense, net	4,204				1,539								9,955		5,050	5,164
Income before income taxes	22,230				17,324								68,437		53,396	33,271
Income tax expense					6,201								13,131		20,807	14,030
Net income	22,230	20,160	12,011	12,012	11,123	10,633	8,381	4,940	8,635	32,060		23,246	55,306		32,589	19,241
Calculation of Limited Partner Interest in Net Income:
Net income	22,230	20,160	12,011	12,012	11,123	10,633	8,381	4,940	8,635	32,060		23,246	55,306		32,589	19,241
Less general partner interest in net income	(444)									(640)
Limited partner interest in net income	21,786									31,420
Net income per limited partner unit - basic (in dollars per unit)	$ 0.63	$ 0.57	$ 0.34										$ 0.91
Net income per limited partner unit - diluted (in dollars per unit)	$ 0.63	$ 0.57	$ 0.34										$ 0.9
Limited partner units outstanding - basic (in shares)	34,679									34,679			34,679
Limited partner units outstanding - diluted (in shares)	34,768									34,734			34,734
Post IPO Member
Operating expenses:
Net income										32,060	[1]		32,060	[1]
Calculation of Limited Partner Interest in Net Income:
Net income										32,060	[1]		32,060	[1]
Less general partner interest in net income										(640)			(640)
Limited partner interest in net income										$ 31,420			$ 31,420

[1] Presented for the post-initial public offering (IPO) period only. Reflects general and limited partner interest in net income from and after the closing of the Company's IPO on July 2, 2012. See Note 1 of Notes to the Consolidated Financial Statements.

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Commitments and Contingencies (Details)	0 Months Ended	12 Months Ended
	Jul. 02, 2012	Dec. 31, 2012 item
Commitments and Contingencies
Number of protests under annual filing by Equitrans with the FERC to recover costs incurs to comply with the Pipeline Safety Improvement Act of 2002		2
Period after the closing of initial public offering during which the entity is indemnified for the difference between the amount of pipeline safety costs incurred and recovered during the period	5 years
Number of customer protests to which annual surcharge for 2012 is subjected		2

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Net Income per Limited Partner Unit and Cash Distributions (Details 3) (General partner)	3 Months Ended	12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
General partner
General Partner Interest and Incentive Distribution Rights
Level one increasing percentage of distribution entitlement per quarter	13.00%	13.00%
Level two increasing percentage of distribution entitlement per quarter	23.00%	23.00%
Maximum increasing percentage of distribution entitlement per quarter	48.00%	48.00%

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Debt (Details) (USD $) In Millions, unless otherwise specified	0 Months Ended	3 Months Ended			12 Months Ended
	Jul. 02, 2012	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Dec. 31, 2012
Long-term debt
Additional borrowing	$ 350
Revolving credit facility
Long-term debt
Additional borrowing	350
Amounts outstanding		0	0		0
Commitment fees (as a percent)		6.25%	0.25%	0.25%
Commitment fees		$ 0.2			$ 0.4

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Lease Obligations (Tables)

12 Months Ended

Dec. 31, 2012

Lease Obligations

Schedule of future minimum lease payments under capital leases together with the present value of the net minimum lease payments

		Year ending December 31,
		(Thousands)
2013	$	25,368
2014		25,588
2015		25,588
2016		25,588
2017		25,588
Later years		214,739
Total minimum lease payments(a)	$	342,459
Less: Amount representing interest(b)		(129,617)
Present value of net minimum lease payments	$	212,842

(a)   There were no amounts representing contingent rentals or executory costs (such as taxes, maintenance and insurance) included in the total minimum lease payments.

(b)   Amount necessary to reduce net minimum lease payments to the fair value of the property at December 31, 2012 as the present value calculated at the Company’s incremental borrowing rate exceeded the fair value of the property at inception of the lease.

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Summary of Operations and Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2012

Financial Statements

Principles of Consolidation:

Principles of Consolidation: The Consolidated Financial Statements include the accounts of EQT Midstream Partners, LP and all subsidiaries and partnerships. Transactions between the Company and EQT have been identified in the Consolidated Financial Statements as transactions between affiliates in Note 3.

Segments:

Segments: Operating segments are revenue-producing components of the enterprise for which separate financial information is produced internally and are subject to evaluation by the Company’s chief operating decision maker in deciding how to allocate resources.

The Company reports its operations in two segments, which reflect its lines of business.  Transmission and storage includes the Company’s FERC-regulated interstate pipeline and storage business. Gathering includes the FERC-regulated low pressure gathering system. The operating segments are evaluated on their contribution to the Company’s operating income.

All of the Company’s operating revenues, income from continuing operations and assets are generated or located in the United States.

Use of Estimates:

Use of Estimates:  The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes.  Actual results could differ from those estimates.

Cash and Cash Equivalents:

Cash and Cash Equivalents:  The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.  Interest earned on cash equivalents is included as a reduction to interest expense, net in the accompanying statements of consolidated operations.

Trade and Other Receivables:

Trade and Other Receivables:  Trade and other receivables are stated at their historical carrying amount. Judgment is required to assess the ultimate realization of accounts receivable, including assessing the probability of collection and the creditworthiness of customers. Based upon management’s assessments, allowances for doubtful accounts of approximately $0.1 million were provided at December 31, 2012 and 2011. The Company also maintains certain receivables due from EQT. Refer to Note 3 for further discussion.

Property, Plant and Equipment:

Property, Plant and Equipment: The Company’s property, plant and equipment are stated at amortized cost. Maintenance projects that do not increase the overall life of the related assets are expensed as incurred. Expenditures that extend the useful life of the underlying asset are capitalized.

		As of December 31,
		2012			2011
		(Thousands)
Transmission and storage assets	$		691,898	$		511,089
Accumulated depreciation		(125,129)			(114,485)
Net transmission and storage assets		566,769			396,604
Gathering assets		103,600			97,142
Accumulated depreciation		(23,083)			(22,854)
Net gathering assets		80,517			74,288
Net property, plant and equipment	$		647,286	$		470,892

Depreciation is recorded using composite rates on a straight-line basis. The overall rate of depreciation for the years ended December 31, 2012, 2011 and 2010 were approximately 2.6%, 1.9% and 2.1%, respectively. The Company estimates the pipelines have useful lives ranging from 37 years to 65 years and the compression equipment has a useful life of 45 years. The Sunrise Pipeline capital lease is depreciated over the 15 year life of the lease, as compared to the 40 year expected life of the pipeline and is included in the overall depreciation rate for the year ended December 31, 2012. Depreciation rates are re-evaluated each time the Company files with the FERC for a change in the Company’s transportation and storage rates.

Whenever events or changes in circumstances indicate that the carrying amount of long-lived assets may not be recoverable, the Company reviews its long-lived assets for impairment by first comparing the carrying value of the assets to the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the assets. The transmission, storage and gathering systems are evaluated as one asset group for impairment purposes because the cash flows are not independent of one another. If the carrying value exceeds the sum of the assets’ undiscounted cash flows, the Company estimates an impairment loss equal to the difference between the carrying value and fair value of the assets.

Natural Gas Imbalances:

Natural Gas Imbalances: The Company experiences natural gas imbalances when the actual amount of natural gas delivered from a pipeline system or storage facility differs from the amount of natural gas scheduled to be delivered. The Company values these imbalances due to or from shippers and operators at current index prices. Imbalances are settled in-kind, subject to the terms of the FERC tariff.

Imbalances as of December 31, 2012 and 2011 were $1.8 million and $1.1 million, respectively, and are included in accrued liabilities in the accompanying consolidated balance sheets. In addition, the Company classifies all imbalances as current as it expects to settle them within a year.

Accrued Liabilities:

Accrued Liabilities: Included in accrued liabilities in the Company’s consolidated balance sheets is approximately $5 million and $6 million of incentive compensation at December 31, 2012 and 2011, respectively.

Regulatory Accounting:

Regulatory Accounting: The Company’s operations consist of interstate pipeline, intrastate gathering and storage operations subject to regulation by the FERC. Rate regulation provided by the FERC is designed to enable the Company to recover the costs of providing the regulated services plus an allowed return on invested capital. The application of regulatory accounting allows the Company to defer expenses and income in its balance sheets as regulatory assets and liabilities when it is probable that those expenses and income will be allowed in the rate setting process in a period different from the period in which they would have been reflected in the statements of operations for a non-regulated company. The deferred regulatory assets and liabilities are then recognized in the statements of operations in the period in which the same amounts are reflected in rates. The amounts deferred are to be recovered over the regulated period. The amounts deferred in the balance sheets relate primarily to the accounting for income taxes, AFUDC and post-retirement benefit costs. The amounts established for accounting for income taxes and AFUDC were generated during the pre-IPO period when the Company was reported and included as part of EQT’s consolidated federal tax return. The Company believes that it will continue to be subject to rate regulation that will provide for the recovery of deferred costs.

On April 5, 2006, the FERC approved a settlement to Equitrans’ consolidated 2005 and 2004 rate case filings. The settlement became effective on June 1, 2006. This settlement (i) increased the Company’s base tariff rates, (ii) implemented an annual surcharge for the tracking and recovery of certain pipeline safety costs among other programs, which surcharge is currently subject to two customer protests for which the Company is seeking FERC approval of a proposed settlement which would replace the annual tracker with a fixed pipeline safety cost rate and (iii) implemented a mechanism for recovering migrated base gas. The Company previously established a storage reserve for the recovery of base storage gas from excess customer retention provided in the Company’s 2006 rate settlement.  At December 31, 2012, the majority of the gas has been recovered and the related reserve was reduced.

Revenue Recognition:

Revenue Recognition: Revenues relating to the transmission, storage and gathering of natural gas are recognized in the period service is provided. Reservation revenues on firm contracted capacity are recognized ratably over the contract period based on the contracted volume regardless of the amount of natural gas that is transported. Revenues associated with interruptible services are recognized as physical deliveries of natural gas are made. Revenue is recognized for gathering activities when deliveries of natural gas are made.

AFUDC:

AFUDC: The Company capitalizes the carrying costs for the construction of certain regulated long-term assets and amortizes the costs over the life of the related assets. The calculated AFUDC includes capitalization of the cost of financing construction of assets subject to regulation by the FERC. A computed interest cost and a designated cost of equity for financing the construction of these regulated assets are recorded in the consolidated financial statements. AFUDC applicable to equity funds recorded in other income in the statements of consolidated operations for the years ended December 31, 2012, 2011 and 2010 were $6.2 million, $3.8 million and $0.1 million, respectively. AFUDC applicable to interest cost for the years ended December 31, 2012, 2011 and 2010 was $1.7 million, $0.8 million and $0.1 million, respectively, and is included as a reduction of interest expense, net in the statements of consolidated operations.

Asset Retirement Obligations:

Asset Retirement Obligations: The Company operates and maintains its transmission and storage system and its gathering system, and intends to do so as long as supply and demand for natural gas exists, which is expected for the foreseeable future. Therefore, the Company believes that it cannot reasonably estimate the asset retirement obligations for its system assets as these assets have indeterminate lives.

Equity-Based Compensation:

Equity-Based Compensation: The Company has awarded equity-based compensation in connection with the EQT Midstream Services, LLC 2012 Long-Term Incentive Plan. These awards will be paid in units, and as such the Company treats these programs as equity awards. Awards that have a fixed estimate due to a market condition require the Company to obtain a valuation. Significant assumptions made in valuing the Company’s awards include the market price of units at payout date, total unitholder return threshold to be achieved, volatility, risk-free rate, term, dividend yield and forfeiture rate.

Net Income per Limited Partner Unit:

Net Income per Limited Partner Unit: Net income per limited partner unit is calculated utilizing the two-class method by dividing the limited partner interest in net income by the weighted average number of limited partner units outstanding during the period. The limited partner interest in net income is determined by first allocating net income (earned from the close of the IPO) to the general partner based upon the general partner’s ownership interest of 2%. The common units issued during the period are included on a weighted-average basis for the days in which they were outstanding. Diluted net income per limited partner unit reflects the potential dilution that could occur if securities or other agreements to issue common units, such as performance awards, were exercised, settled or converted into common units.

Income Taxes:

Income Taxes: Prior to the IPO, the Company’s income was reported and included as part of EQT’s consolidated federal tax return. Equitrans is a Pennsylvania limited partnership that was a tax partnership through December 31, 2010 at which time as a result of an internal restructuring it was deemed to be solely owned by EQT and became a disregarded entity for federal income tax purposes.  In conjunction with the contribution by EQT of the ownership of Equitrans to the Partnership immediately prior to the IPO, approximately $143.6 million of net current and deferred tax liabilities were eliminated through equity. Effective July 2, 2012, as a result of its limited partnership structure, the Company is a partnership for income tax purposes and no longer subject to federal and state income taxes.  For federal and state income tax purposes, all income, expenses, gains, losses and tax credits generated flow through to the owners, and accordingly, do not result in a provision for income taxes for the Company.  Net income for financial statement purposes may differ significantly from taxable income of unitholders because of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements under the Company’s partnership agreement.  The aggregate difference in the basis of our net assets for financial and tax reporting purposes cannot be readily determined because information regarding each partner’s tax attributes is not available to us.

Subsequent Events:

Subsequent Events: The Company has evaluated subsequent events through the date of the financial statement issuance.

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Fair Value of Financial Instruments (Details) (Significant other observable inputs (Level 2), USD $) In Millions, unless otherwise specified	Dec. 31, 2011
Significant other observable inputs (Level 2)
Fair value assets and liabilities measured on a recurring basis
Fair value of notes payable-affiliate	$ 155

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Net Income per Limited Partner Unit and Cash Distributions (Details) (USD $) In Thousands, except Share data, unless otherwise specified	0 Months Ended	3 Months Ended									6 Months Ended		12 Months Ended
	Jul. 02, 2012	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Jul. 02, 2012	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Net Income per Limited Partner Unit and Cash Distributions
General partner's ownership interest (as a percent)	2.00%	2.00%									2.00%
Company's calculation of net income per unit for common and subordinated limited partner units:
Net income		$ 22,230	$ 20,160	$ 12,011	$ 12,012	$ 11,123	$ 10,633	$ 8,381	$ 4,940	$ 8,635	$ 32,060	$ 23,246	$ 55,306	$ 32,589	$ 19,241
Less general partner interest in net income		(444)									(640)
Limited partner interest in net income		21,786									31,420
Limited Partners' net income allocable to common units and subordinated units
Limited partner interest in net income		21,786									31,420
Weighted average limited partner units outstanding - basic
Total (in shares)		34,679,000									34,679,000		34,679,000
Weighted average limited partner units outstanding - diluted
Total (in shares)		34,768,000									34,734,000		34,734,000
Common Units
Company's calculation of net income per unit for common and subordinated limited partner units:
Net income		10,893									15,710
Limited partner interest in net income		10,893									15,710
Limited Partners' net income allocable to common units and subordinated units
Limited partner interest in net income		10,893									15,710
Weighted average limited partner units outstanding - basic
Total (in shares)		17,340,000									17,340,000
Weighted average limited partner units outstanding - diluted
Total (in shares)		17,429,000									17,395,000
Net income per limited partner unit - basic and diluted
Total (in dollars per share)		$ 0.63
Subordinated Units
Company's calculation of net income per unit for common and subordinated limited partner units:
Net income		10,893									15,710
Limited partner interest in net income		10,893									15,710
Limited Partners' net income allocable to common units and subordinated units
Limited partner interest in net income		$ 10,893									$ 15,710
Weighted average limited partner units outstanding - basic
Total (in shares)		17,339,000									17,339,000
Weighted average limited partner units outstanding - diluted
Total (in shares)		17,339,000									17,339,000
Net income per limited partner unit - basic and diluted
Total (in dollars per share)		$ 0.63
Performance Awards
Net Income per Limited Partner Unit
Number of units whose effect is included in weighted-average number of units used to calculate diluted earnings per limited partner unit (in shares)		80,142									50,158
Phantom Units
Net Income per Limited Partner Unit
Number of units whose effect is included in weighted-average number of units used to calculate diluted earnings per limited partner unit (in shares)		8,673									4,780

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Subsidiary Guarantors (Details) (USD $)	3 Months Ended	12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Subsidiary Guarantors
Ownership interest held (as a percent)	100.00%	100.00%
Restricted net assets	$ 0	$ 0
EQT Midstream Finance Corporation
Subsidiary Guarantors
Ownership interest held (as a percent)	100.00%	100.00%

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Lease Obligations

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Lease Obligations

Lease Obligations

F. Lease Obligations

On June 18, 2012, the Company transferred ownership of the Sunrise Pipeline, an approximately 40 mile, FERC-regulated transmission pipeline which was under construction at the time and placed into service on July 28, 2012, to EQT. Concurrent with the transfer, the Company entered into a lease agreement with EQT for the lease of the Sunrise Pipeline. Under the lease, Equitrans operates the pipeline as part of its transmission and storage system under the rates, terms, and conditions of its FERC-approved tariff. While the lease agreement was effective June 18, 2012, no lease payments were due pursuant to this lease agreement until the Sunrise Pipeline was placed into service. The lease payment due each month is the lesser of the following alternatives: (1) a revenue-based payment reflecting the revenues generated by the operation of the Sunrise Pipeline minus the actual costs of operating the Sunrise Pipeline and (2) a payment based on depreciation expense and pre-tax return on invested capital for the Sunrise Pipeline. As a result, the payments to be made under the Sunrise Pipeline lease will be variable and are not expected to have a net positive or negative impact on distributable cash flow.

At the time the lease was entered into, management determined that the lease was a capital lease as the present value of the estimated minimum lease payments exceeded the fair value of the leased property. Thus, the gross capital lease assets and obligations recorded in 2012 were approximately $216 million, which represented the costs incurred through December 31, 2012 to construct the pipeline and was estimated to be the fair value of the leased property.  Additional closeout construction costs of approximately $2 million were incurred by EQT during the first quarter of 2013, which increased the fair value of the leased property. Completion of the pipeline closeout construction is anticipated to continue into the second quarter of 2013, which will further increase the fair value of the leased property. Once closeout construction is complete, management will finalize the estimate of the fair value of the asset and will revise the estimates of the lease obligation and related asset as necessary.  Currently, management expects that the fair value of the asset will be approximately $225 million once closeout construction is complete.

For the three months ended March 31, 2013, interest expense of $4.0 million and depreciation expense of $3.7 million was recorded related to this capital lease.  Additionally, Sunrise lease payments totaled $6.9 million related to the three months ended March 31, 2013.

7.         Lease Obligations

On June 18, 2012, the Company transferred ownership of the Sunrise Pipeline, which was under construction at the time and placed into service on July 28, 2012, to EQT. Concurrent with the transfer, the Company entered into a capital lease with EQT for the lease of the Sunrise Pipeline. Under the capital lease, the Company operates the pipeline as part of its transmission and storage system under the rates, terms, and conditions of its FERC-approved tariff. While the lease agreement was effective June 18, 2012, no lease payments were due pursuant to this lease agreement until the Sunrise Pipeline was placed into service. The lease payment due each month following the in-service date, is the lesser of the following alternatives: (1) a revenue-based payment reflecting the revenues generated by the operation of the Sunrise Pipeline minus the actual costs of operating the Sunrise Pipeline and (2) a payment based on depreciation expense and pre-tax return on invested capital for the Sunrise Pipeline. As a result, the payments to be made under the Sunrise Pipeline lease will be variable and are not expected to have a net positive or negative impact on distributable cash flow.

Management determined that the Sunrise Pipeline lease was a capital lease as the present value of the estimated minimum lease payments exceeded the fair value of the leased property. Thus, the gross capital lease assets and obligations recorded in 2012 were approximately $216 million, which represented the costs incurred to construct the pipeline to date and was estimated to be the fair value of the leased property.  Additional closeout construction costs will be incurred by EQT which should also increase the fair value. Completion of the pipeline closeout construction is anticipated to continue into the first quarter of 2013. Once closeout construction is complete, management will finalize the estimate of the fair value of the asset and will revise the estimates of the lease obligation and related asset as necessary.  Currently, management expects that the fair value of the asset will be approximately $225 million once closeout construction is complete.

For the year ended December 31, 2012, interest expense of $6.9 million and depreciation expense of $7.1 million were recorded related to this capital lease.  At December 31, 2012, accumulated depreciation was $7.1 million, net capital lease assets were $208.6 million and capital lease obligations were $212.8 million. Additionally, Sunrise Pipeline lease payments related to 2012 were $10.3 million.

The following is a schedule of the estimated future minimum lease payments under the capital lease together with the present value of the net minimum lease payments as of December 31, 2012:

		Year ending December 31,
		(Thousands)
2013	$	25,368
2014		25,588
2015		25,588
2016		25,588
2017		25,588
Later years		214,739
Total minimum lease payments(a)	$	342,459
Less: Amount representing interest(b)		(129,617)
Present value of net minimum lease payments	$	212,842

(a)   There were no amounts representing contingent rentals or executory costs (such as taxes, maintenance and insurance) included in the total minimum lease payments.

(b)   Amount necessary to reduce net minimum lease payments to the fair value of the property at December 31, 2012 as the present value calculated at the Company’s incremental borrowing rate exceeded the fair value of the property at inception of the lease.

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Income Taxes (Details) (USD $)	3 Months Ended	12 Months Ended			0 Months Ended
	Mar. 31, 2012	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Jul. 02, 2012 Equitrans, L.P.
Income Taxes
Elimination of net current and deferred tax liabilities	$ 9,794,000	$ 143,587,000			$ 143,600,000
Current:
Federal		3,734,000	6,473,000	1,962,000
State		2,699,000	2,026,000	1,163,000
Subtotal		6,433,000	8,499,000	3,125,000
Deferred:
Federal		6,577,000	9,849,000	8,782,000
State		212,000	2,657,000	2,333,000
Subtotal	16,179,000	6,789,000	12,506,000	11,115,000
Amortization of deferred investment tax credit		(91,000)	(198,000)	(210,000)
Income tax expense	6,201,000	13,131,000	20,807,000	14,030,000
Federal statutory rate (as a percent)		35.00%	35.00%	35.00%
Reconciliation of income tax expense to amount computed at the federal statutory rate
Tax at statutory rate		23,953,000	18,689,000	11,645,000
Partnership income not subject to income taxes		(11,221,000)
State income taxes		1,892,000	3,044,000	2,272,000
Regulatory assets		(1,323,000)	(1,057,000)	21,000
Other		(170,000)	131,000	92,000
Income tax expense	6,201,000	13,131,000	20,807,000	14,030,000
Effective tax rate (as a percent)		19.20%	39.00%	42.20%
Reconciliation of reserve for uncertain tax positions, Excluding Amounts Pertaining to Examined Tax Returns
Beginning Balance	1,903,000	1,903,000	2,044,000	1,953,000
Additions for the current year			15,000	581,000
Additions for the prior year			59,000
Reductions for the prior years		(1,903,000)	(215,000)	(490,000)
Ending Balance			1,903,000	2,044,000
Tax positions for which ultimate deductibility is highly certain but timing of such deductibility is uncertain			1,700,000	1,900,000
Interest included in unrecognized tax benefits			300,000	300,000
Total amount of unrecognized tax benefits, inclusive of interest			2,200,000	2,400,000
Total amount of unrecognized tax benefits (excluding interest and penalties) that, if recognized, would affect the effective tax rate			200,000	100,000
Deferred income taxes:
Total deferred income tax assets		0	(4,590,000)
Total deferred income tax liabilities		0	114,620,000
Total net deferred income tax liabilities		0	110,030,000
Total deferred income tax (assets)/liabilities:
PP&E tax deductions in excess of book deductions		0	105,104,000
Regulatory temporary differences		0	9,516,000
Postretirement benefits		0	(1,813,000)
Other		0	(2,777,000)
Total net deferred income tax liabilities (including amounts classified as current (assets) of $(1,513) in 2011)		0	110,030,000
Current deferred income tax assets			1,513,000
Investment tax credits			$ 700,000

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Summary of Operations and Significant Accounting Policies (Details 3) (USD $)	0 Months Ended	3 Months Ended	6 Months Ended	12 Months Ended
	Jul. 02, 2012	Mar. 31, 2013 item	Dec. 31, 2012	Dec. 31, 2012 item	Dec. 31, 2011	Dec. 31, 2010
Segments:
Number of operating segments		2		2
Trade and Other Receivables:
Allowances for doubtful accounts		$ 88,000	$ 64,000	$ 64,000	$ 77,000
Property, Plant and Equipment
Regulated property, plant and equipment, gross		806,379,000	795,498,000	795,498,000	608,231,000
Accumulated depreciation		(154,913,000)	(148,212,000)	(148,212,000)	(137,339,000)
Net property, plant and equipment		651,466,000	647,286,000	647,286,000	470,892,000
Composite rate of depreciation for distribution property, plant and equipment (as a percent)				2.60%	1.90%	2.10%
Number of asset groups used for impairment evaluation				1
Natural Gas Imbalances:
Imbalances related to natural gas recorded in accrued liabilities			1,800,000	1,800,000	1,100,000
Accrued Liabilities
Incentive Compensation			5,000,000	5,000,000	6,000,000
Number of customer protests to which annual surcharge for 2012 is subjected				2
Allowance for Funds Used During Construction:
AFUDC equity amounts capitalized				6,200,000	3,800,000	100,000
Capitalized interest cost as part of allowance for funds used during construction				1,700,000	800,000	100,000
Net Income per Limited Partner Unit:
General partner's ownership interest (as a percent)	2.00%	2.00%	2.00%
Pipelines
Property, Plant and Equipment
Estimated service life				40 years
Life of the lease				15 years
Pipelines | Minimum
Property, Plant and Equipment
Estimated service life				37 years
Pipelines | Maximum
Property, Plant and Equipment
Estimated service life				65 years
Compression Equipment
Property, Plant and Equipment
Estimated service life				45 years
Transmission and storage assets
Property, Plant and Equipment
Regulated property, plant and equipment, gross			691,898,000	691,898,000	511,089,000
Accumulated depreciation			(125,129,000)	(125,129,000)	(114,485,000)
Net property, plant and equipment			566,769,000	566,769,000	396,604,000
Gathering assets
Property, Plant and Equipment
Regulated property, plant and equipment, gross			103,600,000	103,600,000	97,142,000
Accumulated depreciation			(23,083,000)	(23,083,000)	(22,854,000)
Net property, plant and equipment			$ 80,517,000	$ 80,517,000	$ 74,288,000

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Summary of Operations and Significant Accounting Policies (Details 4) (USD $)	3 Months Ended	12 Months Ended		0 Months Ended
	Mar. 31, 2012	Dec. 31, 2012	Dec. 31, 2012 Maximum	Jul. 02, 2012 Equitrans, L.P.
Income Taxes
Elimination of net current and deferred tax liabilities	$ 9,794,000	$ 143,587,000		$ 143,600,000
Recently Issued Accounting Standards
Period up to which the entity will remain an emerging growth company			5 years
Revenue to be maintained in a fiscal year to remain an emerging growth company			1,000,000,000
Market value of limited partner interests held by non-affiliates to be maintained to remain an emerging growth company			700,000,000
Non-convertible debt that can be issued over a three-year period to remain an emerging growth company			$ 1,000,000,000
Period considered for issuance of non-convertible debt in order to remain an emerging growth company		3 years

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Lease Obligations

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Lease Obligations

Lease Obligations

F. Lease Obligations

On June 18, 2012, the Company transferred ownership of the Sunrise Pipeline, an approximately 40 mile, FERC-regulated transmission pipeline which was under construction at the time and placed into service on July 28, 2012, to EQT. Concurrent with the transfer, the Company entered into a lease agreement with EQT for the lease of the Sunrise Pipeline. Under the lease, Equitrans operates the pipeline as part of its transmission and storage system under the rates, terms, and conditions of its FERC-approved tariff. While the lease agreement was effective June 18, 2012, no lease payments were due pursuant to this lease agreement until the Sunrise Pipeline was placed into service. The lease payment due each month is the lesser of the following alternatives: (1) a revenue-based payment reflecting the revenues generated by the operation of the Sunrise Pipeline minus the actual costs of operating the Sunrise Pipeline and (2) a payment based on depreciation expense and pre-tax return on invested capital for the Sunrise Pipeline. As a result, the payments to be made under the Sunrise Pipeline lease will be variable and are not expected to have a net positive or negative impact on distributable cash flow.

At the time the lease was entered into, management determined that the lease was a capital lease as the present value of the estimated minimum lease payments exceeded the fair value of the leased property. Thus, the gross capital lease assets and obligations recorded in 2012 were approximately $216 million, which represented the costs incurred through December 31, 2012 to construct the pipeline and was estimated to be the fair value of the leased property.  Additional closeout construction costs of approximately $2 million were incurred by EQT during the first quarter of 2013, which increased the fair value of the leased property. Completion of the pipeline closeout construction is anticipated to continue into the second quarter of 2013, which will further increase the fair value of the leased property. Once closeout construction is complete, management will finalize the estimate of the fair value of the asset and will revise the estimates of the lease obligation and related asset as necessary.  Currently, management expects that the fair value of the asset will be approximately $225 million once closeout construction is complete.

For the three months ended March 31, 2013, interest expense of $4.0 million and depreciation expense of $3.7 million was recorded related to this capital lease.  Additionally, Sunrise lease payments totaled $6.9 million related to the three months ended March 31, 2013.

7.         Lease Obligations

On June 18, 2012, the Company transferred ownership of the Sunrise Pipeline, which was under construction at the time and placed into service on July 28, 2012, to EQT. Concurrent with the transfer, the Company entered into a capital lease with EQT for the lease of the Sunrise Pipeline. Under the capital lease, the Company operates the pipeline as part of its transmission and storage system under the rates, terms, and conditions of its FERC-approved tariff. While the lease agreement was effective June 18, 2012, no lease payments were due pursuant to this lease agreement until the Sunrise Pipeline was placed into service. The lease payment due each month following the in-service date, is the lesser of the following alternatives: (1) a revenue-based payment reflecting the revenues generated by the operation of the Sunrise Pipeline minus the actual costs of operating the Sunrise Pipeline and (2) a payment based on depreciation expense and pre-tax return on invested capital for the Sunrise Pipeline. As a result, the payments to be made under the Sunrise Pipeline lease will be variable and are not expected to have a net positive or negative impact on distributable cash flow.

Management determined that the Sunrise Pipeline lease was a capital lease as the present value of the estimated minimum lease payments exceeded the fair value of the leased property. Thus, the gross capital lease assets and obligations recorded in 2012 were approximately $216 million, which represented the costs incurred to construct the pipeline to date and was estimated to be the fair value of the leased property.  Additional closeout construction costs will be incurred by EQT which should also increase the fair value. Completion of the pipeline closeout construction is anticipated to continue into the first quarter of 2013. Once closeout construction is complete, management will finalize the estimate of the fair value of the asset and will revise the estimates of the lease obligation and related asset as necessary.  Currently, management expects that the fair value of the asset will be approximately $225 million once closeout construction is complete.

For the year ended December 31, 2012, interest expense of $6.9 million and depreciation expense of $7.1 million were recorded related to this capital lease.  At December 31, 2012, accumulated depreciation was $7.1 million, net capital lease assets were $208.6 million and capital lease obligations were $212.8 million. Additionally, Sunrise Pipeline lease payments related to 2012 were $10.3 million.

The following is a schedule of the estimated future minimum lease payments under the capital lease together with the present value of the net minimum lease payments as of December 31, 2012:

		Year ending December 31,
		(Thousands)
2013	$	25,368
2014		25,588
2015		25,588
2016		25,588
2017		25,588
Later years		214,739
Total minimum lease payments(a)	$	342,459
Less: Amount representing interest(b)		(129,617)
Present value of net minimum lease payments	$	212,842

(a)   There were no amounts representing contingent rentals or executory costs (such as taxes, maintenance and insurance) included in the total minimum lease payments.

(b)   Amount necessary to reduce net minimum lease payments to the fair value of the property at December 31, 2012 as the present value calculated at the Company’s incremental borrowing rate exceeded the fair value of the property at inception of the lease.

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Related-Party Transactions

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Related-Party Transactions

Related-Party Transactions

C. Related-Party Transactions

In the ordinary course of business, the Company has transactions with affiliated companies. The Company has various contracts with affiliates including, but not limited to, Transportation Service and Precedent Agreements, Storage Agreements and Gas Gathering Agreements.

In connection with the IPO, the Company entered into various agreements with EQT. For instance, the Company entered into an omnibus agreement by and among the Company, its general partner and EQT. Pursuant to the omnibus agreement, EQT or its affiliates perform centralized corporate, general and administrative services for the Company, such as legal, corporate recordkeeping, planning, budgeting, regulatory, accounting, billing, business development, treasury, insurance administration and claims processing, risk management, health, safety and environmental, information technology, human resources, investor relations, cash management and banking, payroll, internal audit, taxes and engineering. In exchange, the Company reimburses EQT and its affiliates for the expenses incurred by them in providing these services, except for any expenses associated with EQT’s long-term incentive programs. The omnibus agreement further requires that the Company reimburse EQT and its affiliates for the Company’s allocable portion of the premiums on any insurance policies covering the Company’s assets. EQT does not record any profit or margin for the administrative and operational services charged to the Company.

The Company also entered into an operation and management services agreement with EQT Gathering, pursuant to which EQT Gathering provides the Company’s pipelines and storage facilities with certain operational and management services.  The Company reimburses EQT Gathering for such services pursuant to the terms of the omnibus agreement as described above.

3. Related-Party Transactions

In the ordinary course of business, the Company has transactions with affiliated companies. The Company has various contracts with affiliates including, but not limited to, Transportation Service and Precedent Agreements, Storage Agreements and Gas Gathering Agreements.

Accounts receivable—affiliate represents amounts due from subsidiaries of EQT, primarily related to transmission, storage and gathering services. For the years ended December 31, 2012, 2011 and 2010, the Company generated revenues of approximately $106.2 million, $86.6 million and $74.0 million, respectively, from services provided to subsidiaries of EQT.

The accompanying consolidated balance sheets include amounts due from related parties of $2.4 million and $40.4 million as of December 31, 2012 and 2011, respectively. Amounts due to related parties as of December 31, 2012 and 2011, respectively, totaled $1.1 million and $68.2 million. These amounts represent transactions with subsidiaries of EQT other than transmission, storage and gathering services.

As discussed in Note 6 prior to the Company’s IPO, EQT provided financing to its subsidiaries directly or indirectly through EQT Capital Corporation (EQT Capital), EQT’s subsidiary finance company, predominantly through intercompany term and demand loans.  The Company had demand and term notes due to EQT Capital of approximately $135.2 million as of December 31, 2011, which were repaid prior to the IPO. Interest expense on affiliate long-term debt and demand loans amounted to $4.1 million, $5.8 million, and $5.2 million for the years ended December 31, 2012, 2011 and 2010, respectively.

In addition, operating and administrative expenses and capital expenditures incurred on the Company’s behalf by EQT result in intercompany advances recorded as amounts due to or due from EQT on the Company’s balance sheet. Prior to the IPO, these advances were related to changes in working capital, cash used for capital expenditures, as well as the Company’s cash flow needs. Prior to the IPO, these were viewed as financing transactions as the Company would have otherwise obtained demand notes or term loans from EQT Capital to fund these transactions.  Subsequent to the IPO, these transactions reflect services rendered on behalf of the Company by EQT and its affiliates for operating expenses as described below and will be settled monthly. These are classified as operating activities in the statement of cash flows.

The personnel who operate the Company’s assets are employees of EQT. EQT directly charges the Company for the payroll and benefit costs associated with employees and carries the obligations for other employee-related benefits in its consolidated financial statements. The Company is allocated a portion of EQT’s defined benefit pension plan and retiree medical and life insurance liability for the retirees of Equitrans based on an actuarial assessment of that liability. The Company’s share of those costs is charged through due to related parties and reflected in operating and maintenance expense and selling, general and administrative expense in the accompanying statements of consolidated operations.

The Company is allocated a portion of the indirect operating and maintenance expense incurred by EQT Gathering, a subsidiary of EQT that incurs certain costs that are shared by the Company. For the years ended December 31, 2012, 2011 and 2010, operating and maintenance expenses allocated to the Company were approximately $3.4 million, $2.5 million and $0.4 million, respectively.  The allocation in 2010 was based on the Company’s percentage of labor hours for certain operations and maintenance departments. Starting in 2011, EQT Gathering began allocating certain engineering and gas control expenses to the Company that were not previously allocated. The allocation in 2011 and 2012 is based on the Company’s percentage of a calculation based upon net plant, revenue and headcount. EQT management believes allocating these expenses to the Company was necessary and appropriate due to the amount of such costs that were directly attributable to the Company as a result of its expansion efforts.

For the years ended December 31, 2012, 2011 and 2010, corporate selling, general and administrative expenses allocated to the Company were approximately $4.6 million, $3.7 million and $3.9 million, respectively. Additionally, a portion of the selling, general and administrative expense incurred by EQT Gathering was allocated to the Company based on a calculation of its percentage of net plant, revenue and headcount.

The historical financial statements of the Predecessor include long-term incentive compensation plan expenses associated with the EQT long-term incentive plan, which is not an expense of the Company subsequent to the IPO. See Note 11 for discussion of the Company’s equity-based compensation plans. Included within operating expenses in the accompanying statements of consolidated operations is EQT share-based compensation expense of $1.9 million, $3.1 million and $2.9 million for the years ended December 31, 2012, 2011 and 2010, respectively. EQT’s share-based compensation programs consist of restricted stock, stock options and performance-based units issued to employees. To the extent compensation related to employees directly involved in transmission and storage or gathering operations, such amounts were charged to the Company by EQT and were reflected as operating and maintenance expenses. To the extent compensation cost related to employees indirectly involved in transmission and storage or gathering operations, such amounts were charged to the Company by EQT and were reflected as general and administrative expenses.

Agreements with EQT

The Company and other parties have entered into various agreements with EQT, as summarized below.  These agreements were negotiated in connection with the IPO.

Omnibus Agreement

The Company entered into an omnibus agreement by and among the Company, its general partner and EQT. Pursuant to the omnibus agreement, EQT agreed to provide the Company with a license to use the name “EQT” and related marks in connection with the Company’s business. The omnibus agreement also provides for certain indemnification and reimbursement obligations between EQT and the Company.

As more fully described in the omnibus agreement, the following matters are addressed:

· the Company’s obligation to reimburse EQT and its affiliates for certain direct operating expenses they pay on the Company’s behalf;

· the Company’s obligation to reimburse EQT and its affiliates for providing the Company corporate, general and administrative services and providing the Company operation and management services pursuant to the operation and management services agreement;

· EQT’s obligation to indemnify or reimburse the Company for losses or expenses relating to or arising from (i) certain plugging and abandonment obligations; (ii) certain bare steel replacement capital expenditures; (iii) certain pipeline safety costs; (iv) certain preclosing environmental liabilities; (v) certain title and rights-of-way matters; (vi) the Company’s failure to have certain necessary governmental consents and permits; (vii) certain preclosing tax liabilities; (viii) assets previously owned by Equitrans, but retained by EQT and its affiliates following the IPO, including the Sunrise Pipeline; (ix) any claims related to Equitrans’ previous ownership of the Big Sandy Pipeline; and (x) any amounts owed to the Company by a third party that has exercised a contractual right of offset against amounts owed by EQT to such third party; and

· the Company’s obligation to indemnify EQT for losses attributable to (i) the ownership or operation of the Company’s assets after the closing of the IPO, except to the extent EQT is obligated to indemnify the Company for such losses pursuant to the operation and management services agreement with EQT, and (ii) any amounts owed to EQT by a third party that has exercised a contractual right of offset against amounts owed by the Company to such third party.

In 2012 for the post-IPO period of July 2, 2012 to December 31, 2012, the Company was obligated to reimburse EQT for approximately $8.5 million of operating and maintenance expenses and approximately $7.7 million of selling, general and administrative expenses pursuant to the omnibus agreement.

In 2012 for the post-IPO period of July 2, 2012 to December 31, 2012, EQT was obligated to reimburse the Company pursuant to the omnibus agreement for $1.6 million related to plugging and abandonment liabilities, $2.7 million related to bare steel replacement, and $2.7 million related to Big Sandy Pipeline claims. Approximately $2.4 million of these obligations are recorded as due from related party in the consolidated balance sheet at December 31, 2012.

Operation and Management Services Agreement

The Company entered into an operation and management services agreement with EQT Gathering, pursuant to which EQT Gathering will provide the Company’s pipelines and storage facilities with certain operational and management services.  The Company will reimburse EQT Gathering for such services pursuant to the terms of the omnibus agreement as described above.

Under the operation and management services agreement, EQT Gathering will indemnify the Company with respect to claims, losses or liabilities incurred by the Company, including third party claims, arising out of EQT Gathering’s gross negligence or willful misconduct.  The Company will indemnify EQT Gathering from any claims, losses or liabilities incurred by EQT Gathering, including any third-party claims, arising from the performance of the agreement, but not to the extent of losses or liabilities caused by EQT Gathering’s gross negligence or willful misconduct.

Sunrise Pipeline Lease Agreement

As discussed further in Note 7, on June 18, 2012, the Company entered into the Sunrise Pipeline lease agreement with EQT.

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Net Income per Limited Partner Unit and Cash Distributions (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Net Income per Limited Partner Unit and Cash Distributions

Schedule of company's calculation of net income per unit for common and subordinated limited partner units

		Three Months Ended March 31, 2013
		(Thousands, except per unit amounts)
Net income	$		22,230
Less general partner interest in net income		(444)
Limited partner interest in net income	$		21,786
Net income allocable to common units	$		10,893
Net income allocable to subordinated units		10,893
Limited partner interest in net income	$		21,786
Weighted average limited partner units outstanding – basic
Common units		17,340
Subordinated units		17,339
Total		34,679
Weighted average limited partner units outstanding – diluted
Common units		17,429
Subordinated units		17,339
Total		34,768
Net income per limited partner unit – basic and diluted
Common units	$		0.63
Subordinated units	$		0.63

		July 2, 2012 to December 31, 2012
		(Thousands, except per unit data)
Net income (from close of the IPO on July 2, 2012 to December 31, 2012)	$	32,060
Less general partner interest in net income		(640)
Limited partner interest in net income	$	31,420
Net income allocable to common units	$	15,710
Net income allocable to subordinated units		15,710
Limited partner interest in net income	$	31,420
Weighted average limited partner units outstanding – basic
Common units		17,340
Subordinated units		17,339
Total		34,679

		July 2, 2012 to December 31, 2012
		(Thousands, except per unit data)
Weighted average limited partner units outstanding – diluted
Common units		17,395
Subordinated units		17,339
Total		34,734
Net income per limited partner unit – basic
Common units	$	0.91
Subordinated units	$	0.91
Net income per limited partner unit – diluted
Common units	$	0.90
Subordinated units	$	0.90

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Lease Obligations (Details) (USD $)	12 Months Ended
	Dec. 31, 2012
Lease Obligations
Capital lease obligation	$ 216,000,000
Expected fair value of capital leased asset	225,000,000
Interest expense on capital lease	6,900,000
Depreciation expense	7,100,000
Accumulated depreciation	7,100,000
Net capital lease assets	208,600,000
Sunrise lease payments	10,300,000
Future minimum lease payments under capital leases together with the present value of the net minimum lease payments
2013	25,368,000
2014	25,588,000
2015	25,588,000
2016	25,588,000
2017	25,588,000
Later years	214,739,000
Total minimum lease payments	342,459,000
Less: Amount representing interest	(129,617,000)
Present value of net minimum lease payments	$ 212,842,000

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Net Income per Limited Partner Unit and Cash Distributions

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Net Income per Limited Partner Unit and Cash Distributions

Net Income per Limited Partner Unit and Cash Distributions

G. Net Income per Limited Partner Unit and Cash Distributions

Net income per limited partner unit is calculated utilizing the two-class method by dividing the limited partner interest in net income by the weighted average number of limited partner units outstanding during the period. The limited partner interest in net income is determined by first allocating net income to the general partner based upon the general partner’s ownership interest of 2%. Any common units issued during the period are included on a weighted-average basis for the days in which they were outstanding.

Diluted net income per limited partner unit reflects the potential dilution that could occur if securities or other agreements to issue common units, such as the performance awards, were exercised, settled or converted into common units.  When it is determined that potential common units resulting from an award subject to performance or market conditions should be included in the diluted net income per limited partner unit calculation, the impact is reflected by applying the treasury stock method. The weighted-average number of units used to calculate diluted net income per limited partner unit for the first quarter of 2013 includes the effect of 8,673 phantom units and 80,142 performance awards.

The following table presents the Company’s calculation of net income per unit for common and subordinated limited partner units:

		Three Months Ended March 31, 2013
		(Thousands, except per unit amounts)
Net income	$		22,230
Less general partner interest in net income		(444)
Limited partner interest in net income	$		21,786
Net income allocable to common units	$		10,893
Net income allocable to subordinated units		10,893
Limited partner interest in net income	$		21,786
Weighted average limited partner units outstanding – basic
Common units		17,340
Subordinated units		17,339
Total		34,679
Weighted average limited partner units outstanding – diluted
Common units		17,429
Subordinated units		17,339
Total		34,768
Net income per limited partner unit – basic and diluted
Common units	$		0.63
Subordinated units	$		0.63

The partnership agreement requires that, within 45 days after the end of each quarter, beginning with the quarter ended September 30, 2012, the Company distribute all of its available cash (described below) to unitholders of record on the applicable record date.  As further discussed in Note I, a quarterly cash distribution was declared on April 23, 2013, payable May 15, 2013 to unitholders of record on May 6, 2013.

Available cash

Available cash generally means, for any quarter, all cash and cash equivalents on hand at the end of that quarter:

· less, the amount of cash reserves established by the Company’s general partner to:

– provide for the proper conduct of the Company’s business (including reserves for future capital expenditures, anticipated future debt service requirements and refunds of collected rates reasonably likely to be refunded as a result of a settlement or hearing related to FERC rate proceedings or rate proceedings under applicable law subsequent to that quarter);

– comply with applicable law, any of the Company’s debt instruments or other agreements; or

– provide funds for distributions to the Company’s unitholders and to the Company’s general partner for any one or more of the next four quarters (provided that the Company’s general partner may not establish cash reserves for distributions if the effect of the establishment of such reserves will prevent the Company from distributing the minimum quarterly distribution on all common units and any cumulative arrearages on such common units for the current quarter);

· plus, if the Company’s general partner so determines, all or any portion of the cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made subsequent to the end of such quarter.

Subordinated Units

All subordinated units are held by EQT. The partnership agreement provides that, during the period of time referred to as the “subordination period,” the common units will have the right to receive distributions of available cash from operating surplus each quarter in an amount equal to $0.35 per common unit, which amount is defined in the partnership agreement as the minimum quarterly distribution, plus any arrearages in the payment of the minimum quarterly distribution on the common units from prior quarters, before any distributions of available cash from operating surplus may be made on the subordinated units. The practical effect of the subordinated units is to increase the likelihood that during the subordination period there will be available cash to distribute the minimum quarterly distribution to the common units. The subordination period will end, and the subordinated units will convert to common units, on a one-for-one basis, when certain distribution requirements, as defined in the partnership agreement, have been met.

Incentive Distribution Rights

All incentive distribution rights are held by the Company’s general partner. Incentive distribution rights represent the right to receive an increasing percentage (13.0%, 23.0% and 48.0%) of quarterly distributions of available cash from operating surplus after the minimum quarterly distribution and the target distribution levels described below have been achieved. The Company’s general partner may transfer the incentive distribution rights separately from its general partner interest, subject to restrictions in the partnership agreement.

The following discussion assumes that the Company’s general partner continues to own both its 2.0% general partner interest and the incentive distribution rights.

If for any quarter:

· the Company has distributed available cash from operating surplus to the common and subordinated unitholders in an amount equal to the minimum quarterly distribution; and

· the Company has distributed available cash from operating surplus on outstanding common units in an amount necessary to eliminate any cumulative arrearages in payment of the minimum quarterly distribution;

then, the Company will distribute any additional available cash from operating surplus for that quarter among the unitholders and the Company’s general partner in the following manner:

· first, 98.0% to all unitholders, pro rata, and 2.0% to the Company’s general partner, until each unitholder receives a total of $0.4025 per unit for that quarter (the first target distribution);

· second, 85.0% to all unitholders, pro rata, and 15.0% to the Company’s general partner, until each unitholder receives a total of $0.4375 per unit for that quarter (the second target distribution);

· third, 75.0% to all unitholders, pro rata, and 25.0% to the Company’s general partner, until each unitholder receives a total of $0.5250 per unit for that quarter (the third target distribution); and

· thereafter, 50.0% to all unitholders, pro rata, and 50.0% to the Company’s general partner.

10.      Net Income per Limited Partner Unit and Cash Distributions

Net income per limited partner unit is calculated utilizing the two-class method by dividing the limited partner interest in net income earned from the close of the IPO by the weighted average number of limited partner units outstanding during the period. The limited partner interest in net income is determined by first allocating net income (earned from the close of the IPO) to the general partner based upon the general partner’s ownership interest of 2%. The common units issued during the period are included on a weighted-average basis for the days in which they were outstanding.

Diluted net income per limited partner unit reflects the potential dilution that could occur if securities or other agreements to issue common units, such as the performance awards, were exercised, settled or converted into common units.  As of December 31, 2012 the performance condition was met for the performance awards.  The phantom units vested upon grant and the value of the phantom units will be paid in common units on the earlier of the director’s death or retirement from the general partner’s Board of Directors.  As such, both awards were included in the diluted net income per limited partner unit calculation. When it is determined that potential common units resulting from an award subject to performance or market conditions should be included in the diluted net income per limited partner unit calculation, the impact is reflected by applying the treasury stock method. The weighted-average number of units used to calculate diluted net income per limited partner unit for the period of July 2, 2012 through December 31, 2012 includes the effect of 4,780 phantom units and 50,158 performance awards.

The following table presents the Company’s calculation of net income per unit for common and subordinated limited partner units:

		July 2, 2012 to December 31, 2012
		(Thousands, except per unit data)
Net income (from close of the IPO on July 2, 2012 to December 31, 2012)	$	32,060
Less general partner interest in net income		(640)
Limited partner interest in net income	$	31,420
Net income allocable to common units	$	15,710
Net income allocable to subordinated units		15,710
Limited partner interest in net income	$	31,420
Weighted average limited partner units outstanding – basic
Common units		17,340
Subordinated units		17,339
Total		34,679

		July 2, 2012 to December 31, 2012
		(Thousands, except per unit data)
Weighted average limited partner units outstanding – diluted
Common units		17,395
Subordinated units		17,339
Total		34,734
Net income per limited partner unit – basic
Common units	$	0.91
Subordinated units	$	0.91
Net income per limited partner unit – diluted
Common units	$	0.90
Subordinated units	$	0.90

Net income per limited partner unit data is presented only for the period since the Company’s IPO on July 2, 2012.  See Note 1 for further discussion of the IPO.

The partnership agreement requires that, within 45 days after the end of each quarter, beginning with the quarter ended September 30, 2012, the Company distribute all of its available cash (described below) to unitholders of record on the applicable record date.  The first quarterly cash distribution of $0.35 per unit was declared on October 23, 2012, paid on November 14, 2012 to unitholders of record on November 5, 2012. As further discussed in Note 15, a quarterly cash distribution was declared on January 22, 2013 and paid on February 14, 2013 to unitholders of record on February 4, 2013.

Available cash

Available cash generally means, for any quarter, all cash and cash equivalents on hand at the end of that quarter:

· less, the amount of cash reserves established by the Company’s general partner to:

– provide for the proper conduct of the Company’s business (including reserves for future capital expenditures, anticipated future debt service requirements and refunds of collected rates reasonably likely to be refunded as a result of a settlement or hearing related to FERC rate proceedings or rate proceedings under applicable law subsequent to that quarter);

– comply with applicable law, any of the Company’s debt instruments or other agreements; or

– provide funds for distributions to the Company’s unitholders and to the Company’s general partner for any one or more of the next four quarters (provided that the Company’s general partner may not establish cash reserves for distributions if the effect of the establishment of such reserves will prevent the Company from distributing the minimum quarterly distribution on all common units and any cumulative arrearages on such common units for the current quarter);

· plus, if the Company’s general partner so determines, all or any portion of the cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made subsequent to the end of such quarter.

Subordinated Units

All subordinated units are held by EQT. The partnership agreement provides that, during the period of time referred to as the “subordination period,” the common units will have the right to receive distributions of available cash from operating surplus each quarter in an amount equal to $0.35 per common unit, which amount is defined in the partnership agreement as the minimum quarterly distribution, plus any arrearages in the payment of the minimum quarterly distribution on the common units from prior quarters, before any distributions of available cash from operating surplus may be made on the subordinated units. The practical effect of the subordinated units is to increase the likelihood that during the subordination period there will be available cash to distribute the minimum quarterly distribution to the common units. The subordination period will end, and the subordinated units will convert to common units, on a one-for-one basis, when certain distribution requirements, as defined in the partnership agreement, have been met. The earliest date at which the subordination period may end is June 30, 2013.

Incentive Distribution Rights

All incentive distribution rights are held by the Company’s general partner. Incentive distribution rights represent the right to receive an increasing percentage (13.0%, 23.0% and 48.0%) of quarterly distributions of available cash from operating surplus after the minimum quarterly distribution and the target distribution levels described below have been achieved. The Company’s general partner may transfer the incentive distribution rights separately from its general partner interest, subject to restrictions in the partnership agreement.

The following discussion assumes that the Company’s general partner continues to own both its 2.0% general partner interest and the incentive distribution rights.

If for any quarter:

· the Company has distributed available cash from operating surplus to the common and subordinated unitholders in an amount equal to the minimum quarterly distribution; and

· the Company has distributed available cash from operating surplus on outstanding common units in an amount necessary to eliminate any cumulative arrearages in payment of the minimum quarterly distribution;

then, the Company will distribute any additional available cash from operating surplus for that quarter among the unitholders and the Company’s general partner in the following manner:

· first, 98.0% to all unitholders, pro rata, and 2.0% to the Company’s general partner, until each unitholder receives a total of $0.4025 per unit for that quarter (the “first target distribution”);

· second, 85.0% to all unitholders, pro rata, and 15.0% to the Company’s general partner, until each unitholder receives a total of $0.4375 per unit for that quarter (the “second target distribution”);

· third, 75.0% to all unitholders, pro rata, and 25.0% to the Company’s general partner, until each unitholder receives a total of $0.5250 per unit for that quarter (the “third target distribution”); and

· thereafter, 50.0% to all unitholders, pro rata, and 50.0% to the Company’s general partner.

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Income Taxes (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended	0 Months Ended
	Mar. 31, 2012	Dec. 31, 2012	Jul. 02, 2012 Equitrans, L.P.
Income Taxes
Elimination of net current and deferred tax liabilities	$ 9,794	$ 143,587	$ 143,600

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Debt

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Debt

Debt

E. Debt

Prior to the IPO, EQT provided financing to the Company directly or indirectly through EQT Capital Corporation (EQT Capital), EQT’s subsidiary finance company. Such financing was generally provided through intercompany term and demand loans that were entered into between EQT Capital and EQT’s subsidiaries.

On July 2, 2012, in connection with the IPO, the Company entered into a $350 million credit facility with Wells Fargo Bank, National

Association, as administrative agent, and a syndicate of lenders, which will mature on July 2, 2017. The credit facility is available to fund working capital requirements and capital expenditures, to purchase assets, to pay distributions and repurchase units and for general partnership purposes.

There were no amounts outstanding under the credit facility at March 31, 2013 or December 31, 2012. Additionally, the Company did not have any short-term loans outstanding at any time during the three months ended March 31, 2013. Commitment fees averaging approximately 6.25 basis points in the first quarter of 2013, or approximately $0.2 million, were incurred to maintain credit availability under the credit facility.

6.         Debt

Historically, EQT provided financing to the Company directly or indirectly through EQT Capital. Such financing was generally provided through intercompany term and demand loans that were entered into between EQT Capital and EQT’s subsidiaries. The Company had notes payable due to EQT Capital of $135.2 million as of December 31, 2011. The interest rate on the demand notes was equal to a commercial rate plus 200 basis points.

		December 31,
		2012		2011
		(Thousands)
Demand notes	$	—	$	78,128
8.057% notes, due July 1, 2012		—		37,500
5.50% notes, due July 1, 2012		—		9,000
5.060% notes, due January 22, 2014		—		10,607
Total long-term debt	$	—	$	135,235

On February 3, 2012, the Company refinanced with EQT Capital its intercompany term debt and demand loans into a 10-year term note maturing on February 1, 2022 at an interest rate of 6.01%. Accordingly, since the Company intended and arranged to finance such amounts on a long-term basis, the related obligations were reflected as long-term debt at December 31, 2011 in the accompanying balance sheet.

On June 21, 2012, the term note of $135.2 million was retired.

On July 2, 2012, in connection with the IPO, the Company entered into a $350 million credit facility with Wells Fargo Bank, National Association, as administrative agent, and a syndicate of lenders, which will mature on July 2, 2017. The credit facility is available to fund working capital requirements and capital expenditures, to purchase assets, to pay distributions and to repurchase units and for general partnership purposes. The credit facility has an accordion feature that allows the Company to increase the available revolving borrowings under the facility by up to an additional $150 million, subject to the Company’s receipt of increased commitments from existing lenders or new commitments from new lenders and the satisfaction of certain other conditions. In addition, the credit facility includes a sublimit up to $35 million for same-day swing line advances and a sublimit up to $150 million for letters of credit. Further, the Company has the ability to request that one or more lenders make term loans to it under the credit facility subject to the satisfaction of certain conditions, which term loans will be secured by cash and qualifying investment grade securities. The Company’s obligations under the revolving portion of the credit facility are unsecured.

The credit facility contains various covenants and restrictive provisions and also requires maintenance of a consolidated leverage ratio of not more than 5.00 to 1.00 (or, after the Company obtains an investment grade rating, not more than 5.50 to 1.00 for certain measurement periods following the consummation of certain acquisitions) and, until the Company obtains an investment grade rating, a consolidated interest coverage ratio of not less than 3.00 to 1.00. As of December 31, 2012, the Company was in compliance with all debt provisions and covenants.

Loans under the credit facility (other than swing line loans) will bear interest at the Company’s option at either:

· a base rate, which will be the highest of (i) the federal funds rate in effect on such day plus 0.50%, (ii) the administrative agent’s prime rate in effect on such day and (iii) one-month LIBOR plus 1.0%, in each case, plus an applicable margin; or

· a fixed period eurodollar rate plus an applicable margin.

Swing line loans will bear interest at (i) the base rate plus an applicable margin or (ii) a daily floating eurodollar rate plus an applicable margin. Prior to the Company obtaining an investment grade rating, the applicable margin will vary based upon the Company’s consolidated leverage ratio and, upon obtaining an investment grade rating, the applicable margin will vary based upon the Company’s long term unsecured senior, non-credit-enhanced debt rating.

The unused portion of the credit facility will be subject to a commitment fee ranging from (i) 0.25% to 0.35% per annum before the Company obtains an investment grade rating and (ii) 0.15% to 0.35% per annum upon obtaining an investment grade rating.

There were no borrowings outstanding under the credit facility at December 31, 2012. For the year ended December 31, 2012, interest expense includes commitment fees of $0.4 million, which averaged approximately 25 basis points in the third and fourth quarter of 2012 to maintain credit availability under the revolving credit facility.

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Summary of Operations and Significant Accounting Policies

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Financial Statements

Summary of Operations and Significant Accounting Policies

A. Financial Statements

Organization

EQT Midstream Partners, LP (the Partnership, EQT Midstream Partners or the Company), which closed its initial public offering (IPO) on July 2, 2012, is a growth-oriented Delaware limited partnership formed by EQT Corporation in January 2012.  Equitrans, L.P. (Equitrans) is a Pennsylvania limited partnership and the predecessor for accounting purposes (the Predecessor) of EQT Midstream Partners. EQT Midstream Services, LLC is the Company’s general partner. References in these consolidated financial statements to the “Company,” when used for periods prior to the IPO, refer to Equitrans.  References in these consolidated financial statements to the “Company,” when used for periods beginning at or following the IPO, refer collectively to the Partnership and its consolidated subsidiaries. References in these consolidated financial statements to ‘‘EQT’’ refer collectively to EQT Corporation and its consolidated subsidiaries.  For periods prior to the IPO, the accompanying consolidated financial statements and related notes include the assets, liabilities and results of operations of Equitrans presented on a carve-out basis prior to the contribution by EQT of all of the partnership interests in Equitrans to EQT Midstream Partners, in connection with the Partnership’s IPO.

The Company does not have any employees. Operational support for the Company is provided by EQT Gathering, LLC (EQT Gathering), one of EQT’s operating subsidiaries engaged in certain midstream business operations. EQT Gathering’s employees manage and conduct the Company’s daily business operations.

Immediately prior to the closing of the IPO, EQT contributed all of the partnership interests in Equitrans to the Partnership. The Company issued 14,375,000 common units in the IPO, which represented 40.6% of the Company’s outstanding equity. EQT retained a 59.4% equity interest in the Company, including 2,964,718 common units, 17,339,718 subordinated units, and a 2% general partner interest. EQT also holds the incentive distribution rights.

Nature of Business

The Company is a growth-oriented limited partnership formed by EQT to own, operate, acquire and develop midstream assets in the Appalachian Basin. The Company provides midstream services to EQT and third parties in the Appalachian Basin across 22 counties in Pennsylvania and West Virginia through two primary assets: the transmission and storage system and the gathering system.

The Company’s transmission and storage system includes an approximately 700 mile FERC-regulated interstate pipeline that connects to five long-haul interstate pipelines and multiple distribution companies. The transmission and storage system is supported by 14 associated natural gas storage reservoirs with approximately 400 MMcf per day of peak withdrawal capability and 32 Bcf of working gas capacity. As of March 31, 2013, the transmission assets had total throughput capacity of approximately 1.4 TBtu per day. Revenues are primarily driven by the Company’s firm transmission and storage contracts.

The Company’s gathering system consists of approximately 2,000 miles of FERC-regulated low-pressure gathering lines. Substantially all of the revenues associated with the Company’s gathering system are generated under interruptible gathering service contracts.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles 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 United States generally accepted accounting principles for complete financial statements.  In the opinion of management, these statements include all adjustments (consisting of only normal recurring accruals, unless otherwise disclosed in this Form 10-Q) necessary for a fair presentation of the financial position of the Company as of March 31, 2013 and December 31, 2012, the results of its operations for the three months ended March 31, 2013 and 2012 and its cash flows for the three months ended March 31, 2013 and 2012.  Certain previously reported amounts have been reclassified to conform to the current year presentation.

The balance sheet at December 31, 2012 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by United States generally accepted accounting principles for complete financial statements.

Due to the seasonal nature of the Company’s utility customer contracts, the interim statements for the three months ended March 31, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. Operating revenues are currently expected to be higher in the first and fourth quarters of each year.

For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein.

1. Summary of Operations and Significant Accounting Policies

Organization

EQT Midstream Partners, LP (the Partnership, EQT Midstream Partners or the Company), which closed its initial public offering (IPO) to become publicly traded on July 2, 2012, is a growth-oriented Delaware limited partnership formed by EQT Corporation in January 2012.  Equitrans, L.P. (Equitrans) is a Pennsylvania limited partnership and the predecessor for accounting purposes (the Predecessor or EQT Midstream Partners Predecessor) of EQT Midstream Partners. EQT Midstream Services, LLC is the Company’s general partner. References in these consolidated financial statements to the “Company,” when used for periods prior to the IPO, refer to Equitrans.  References in these consolidated financial statements to the “Company,” when used for periods beginning at or following the IPO, refer collectively to the Partnership and its consolidated subsidiaries. References in these consolidated financial statements to ‘‘EQT’’ refer collectively to EQT Corporation and its consolidated subsidiaries.  For periods prior to the IPO, the accompanying consolidated financial statements and related notes include the assets, liabilities and results of operations of Equitrans presented on a carve-out basis, excluding the financial position and results of operations of the Big Sandy Pipeline (as described below), prior to the contribution by EQT of all of the partnership interests in Equitrans to EQT Midstream Partners, in connection with the Partnership’s IPO.

As of January 1, 2011, Equitrans was owned 97.25% by EQT Corporation and 2.75% by ET Blue Grass, LLC, a subsidiary of EQT Corporation.

The Company does not have any employees. Operational support for the Company is provided by EQT Gathering, LLC (EQT Gathering), one of EQT’s operating subsidiaries engaged in certain midstream business operations. EQT Gathering’s employees manage and conduct the Company’s daily business operations.

Prior to July 2011, Equitrans owned an approximately 70 mile FERC-regulated transmission pipeline located in eastern Kentucky (Big Sandy Pipeline). Construction on the Big Sandy Pipeline began in 2006 and was completed in 2008. Equitrans operated the pipeline until April 2011, when it was transferred to an affiliate. Such affiliate was subsequently sold in July 2011 to an unrelated third party pipeline operator. Equitrans has no continuing operations in Kentucky or any retained interest in the Big Sandy Pipeline.

On June 18, 2012, the Company transferred ownership of the Sunrise Pipeline, an approximately 40 mile, FERC-regulated transmission pipeline which was under construction, to EQT via a non-cash distribution of $193.7 million. Contemporaneously with this transfer, the Company entered into a capital lease obligation with EQT for the lease of the Sunrise Pipeline. Under the capital lease, the Company operates the pipeline as part of its transmission and storage system under the rates, terms and conditions of its FERC-approved tariff. The Sunrise Pipeline was placed into service on July 28, 2012. The Company makes monthly lease payments to EQT based on the lesser of a payment based on revenues collected less the actual cost to operate the pipeline and a payment based on depreciation expense and pre-tax return on invested capital for the Sunrise Pipeline.

Immediately prior to the closing of the IPO, EQT contributed all of the partnership interests in Equitrans to the Partnership and Equitrans distributed its accounts receivable to EQT via a non-cash distribution of approximately $12 million. The Company issued 14,375,000 common units in the IPO, which included the full exercise of the underwriters’ over-allotment option, and represented 40.6% of the Company’s outstanding equity. EQT retained a 59.4% equity interest in the Company, including 2,964,718 common units, 17,339,718 subordinated units, and a 2% general partner interest. The Company received net proceeds of approximately $277 million, after deducting the underwriters’ discount and a structuring fee of approximately $20 million, and estimated offering expenses of approximately $5 million. Approximately $231 million of the proceeds were distributed to EQT, $12 million was retained by the Company to replenish amounts distributed by Equitrans to EQT prior to the IPO, $32 million was retained by the Company to pre-fund certain maintenance capital expenditures, and $2 million was used by the Company to pay revolving credit facility origination fees associated with its $350 million revolving credit agreement described in Note 6. In connection with the IPO, Equitrans’ net current and deferred taxes of approximately $144 million were eliminated.  See further discussion in Note 4.

Nature of Business

The Company is a growth-oriented limited partnership formed by EQT to own, operate, acquire and develop midstream assets in the Appalachian Basin. The Company provides midstream services to EQT and third parties in the Appalachian Basin across 22 counties in Pennsylvania and West Virginia through two primary assets: the transmission and storage system and the gathering system.

Transmission and Storage System: The Company’s transmission and storage system includes an approximately 700 mile FERC-regulated interstate pipeline that connects to five long-haul interstate pipelines and multiple distribution companies. The transmission and storage system is supported by 14 associated natural gas storage reservoirs with approximately 400 MMcf per day of peak withdrawal capability and 32 Bcf of working gas capacity. As of December 31, 2012, the transmission assets had total throughput capacity of approximately 1.4 TBtu per day. Revenues are primarily driven by the Company’s firm transmission and storage contracts.

Gathering System: The Company’s gathering system consists of approximately 2,000 miles of FERC-regulated low-pressure gathering lines. Substantially all of the revenues associated with the Company’s gathering system are generated under interruptible gathering service contracts.

Significant Accounting Policies

Principles of Consolidation: The Consolidated Financial Statements include the accounts of EQT Midstream Partners, LP and all subsidiaries and partnerships. Transactions between the Company and EQT have been identified in the Consolidated Financial Statements as transactions between affiliates in Note 3.

Segments: Operating segments are revenue-producing components of the enterprise for which separate financial information is produced internally and are subject to evaluation by the Company’s chief operating decision maker in deciding how to allocate resources.

The Company reports its operations in two segments, which reflect its lines of business.  Transmission and storage includes the Company’s FERC-regulated interstate pipeline and storage business. Gathering includes the FERC-regulated low pressure gathering system. The operating segments are evaluated on their contribution to the Company’s operating income.

All of the Company’s operating revenues, income from continuing operations and assets are generated or located in the United States.

Use of Estimates:  The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes.  Actual results could differ from those estimates.

Cash and Cash Equivalents:  The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.  Interest earned on cash equivalents is included as a reduction to interest expense, net in the accompanying statements of consolidated operations.

Trade and Other Receivables:  Trade and other receivables are stated at their historical carrying amount. Judgment is required to assess the ultimate realization of accounts receivable, including assessing the probability of collection and the creditworthiness of customers. Based upon management’s assessments, allowances for doubtful accounts of approximately $0.1 million were provided at December 31, 2012 and 2011. The Company also maintains certain receivables due from EQT. Refer to Note 3 for further discussion.

Property, Plant and Equipment: The Company’s property, plant and equipment are stated at amortized cost. Maintenance projects that do not increase the overall life of the related assets are expensed as incurred. Expenditures that extend the useful life of the underlying asset are capitalized.

		As of December 31,
		2012			2011
		(Thousands)
Transmission and storage assets	$		691,898	$		511,089
Accumulated depreciation		(125,129)			(114,485)
Net transmission and storage assets		566,769			396,604
Gathering assets		103,600			97,142
Accumulated depreciation		(23,083)			(22,854)
Net gathering assets		80,517			74,288
Net property, plant and equipment	$		647,286	$		470,892

Depreciation is recorded using composite rates on a straight-line basis. The overall rate of depreciation for the years ended December 31, 2012, 2011 and 2010 were approximately 2.6%, 1.9% and 2.1%, respectively. The Company estimates the pipelines have useful lives ranging from 37 years to 65 years and the compression equipment has a useful life of 45 years. The Sunrise Pipeline capital lease is depreciated over the 15 year life of the lease, as compared to the 40 year expected life of the pipeline and is included in the overall depreciation rate for the year ended December 31, 2012. Depreciation rates are re-evaluated each time the Company files with the FERC for a change in the Company’s transportation and storage rates.

Whenever events or changes in circumstances indicate that the carrying amount of long-lived assets may not be recoverable, the Company reviews its long-lived assets for impairment by first comparing the carrying value of the assets to the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the assets. The transmission, storage and gathering systems are evaluated as one asset group for impairment purposes because the cash flows are not independent of one another. If the carrying value exceeds the sum of the assets’ undiscounted cash flows, the Company estimates an impairment loss equal to the difference between the carrying value and fair value of the assets.

Natural Gas Imbalances: The Company experiences natural gas imbalances when the actual amount of natural gas delivered from a pipeline system or storage facility differs from the amount of natural gas scheduled to be delivered. The Company values these imbalances due to or from shippers and operators at current index prices. Imbalances are settled in-kind, subject to the terms of the FERC tariff.

Imbalances as of December 31, 2012 and 2011 were $1.8 million and $1.1 million, respectively, and are included in accrued liabilities in the accompanying consolidated balance sheets. In addition, the Company classifies all imbalances as current as it expects to settle them within a year.

Accrued Liabilities: Included in accrued liabilities in the Company’s consolidated balance sheets is approximately $5 million and $6 million of incentive compensation at December 31, 2012 and 2011, respectively.

Regulatory Accounting: The Company’s operations consist of interstate pipeline, intrastate gathering and storage operations subject to regulation by the FERC. Rate regulation provided by the FERC is designed to enable the Company to recover the costs of providing the regulated services plus an allowed return on invested capital. The application of regulatory accounting allows the Company to defer expenses and income in its balance sheets as regulatory assets and liabilities when it is probable that those expenses and income will be allowed in the rate setting process in a period different from the period in which they would have been reflected in the statements of operations for a non-regulated company. The deferred regulatory assets and liabilities are then recognized in the statements of operations in the period in which the same amounts are reflected in rates. The amounts deferred are to be recovered over the regulated period. The amounts deferred in the balance sheets relate primarily to the accounting for income taxes, AFUDC and post-retirement benefit costs. The amounts established for accounting for income taxes and AFUDC were generated during the pre-IPO period when the Company was reported and included as part of EQT’s consolidated federal tax return. The Company believes that it will continue to be subject to rate regulation that will provide for the recovery of deferred costs.

On April 5, 2006, the FERC approved a settlement to Equitrans’ consolidated 2005 and 2004 rate case filings. The settlement became effective on June 1, 2006. This settlement (i) increased the Company’s base tariff rates, (ii) implemented an annual surcharge for the tracking and recovery of certain pipeline safety costs among other programs, which surcharge is currently subject to two customer protests for which the Company is seeking FERC approval of a proposed settlement which would replace the annual tracker with a fixed pipeline safety cost rate and (iii) implemented a mechanism for recovering migrated base gas. The Company previously established a storage reserve for the recovery of base storage gas from excess customer retention provided in the Company’s 2006 rate settlement.  At December 31, 2012, the majority of the gas has been recovered and the related reserve was reduced.

Revenue Recognition: Revenues relating to the transmission, storage and gathering of natural gas are recognized in the period service is provided. Reservation revenues on firm contracted capacity are recognized ratably over the contract period based on the contracted volume regardless of the amount of natural gas that is transported. Revenues associated with interruptible services are recognized as physical deliveries of natural gas are made. Revenue is recognized for gathering activities when deliveries of natural gas are made.

AFUDC: The Company capitalizes the carrying costs for the construction of certain regulated long-term assets and amortizes the costs over the life of the related assets. The calculated AFUDC includes capitalization of the cost of financing construction of assets subject to regulation by the FERC. A computed interest cost and a designated cost of equity for financing the construction of these regulated assets are recorded in the consolidated financial statements. AFUDC applicable to equity funds recorded in other income in the statements of consolidated operations for the years ended December 31, 2012, 2011 and 2010 were $6.2 million, $3.8 million and $0.1 million, respectively. AFUDC applicable to interest cost for the years ended December 31, 2012, 2011 and 2010 was $1.7 million, $0.8 million and $0.1 million, respectively, and is included as a reduction of interest expense, net in the statements of consolidated operations.

Asset Retirement Obligations: The Company operates and maintains its transmission and storage system and its gathering system, and intends to do so as long as supply and demand for natural gas exists, which is expected for the foreseeable future. Therefore, the Company believes that it cannot reasonably estimate the asset retirement obligations for its system assets as these assets have indeterminate lives.

Equity-Based Compensation: The Company has awarded equity-based compensation in connection with the EQT Midstream Services, LLC 2012 Long-Term Incentive Plan. These awards will be paid in units, and as such the Company treats these programs as equity awards. Awards that have a fixed estimate due to a market condition require the Company to obtain a valuation. Significant assumptions made in valuing the Company’s awards include the market price of units at payout date, total unitholder return threshold to be achieved, volatility, risk-free rate, term, dividend yield and forfeiture rate.

Net Income per Limited Partner Unit: Net income per limited partner unit is calculated utilizing the two-class method by dividing the limited partner interest in net income by the weighted average number of limited partner units outstanding during the period. The limited partner interest in net income is determined by first allocating net income (earned from the close of the IPO) to the general partner based upon the general partner’s ownership interest of 2%. The common units issued during the period are included on a weighted-average basis for the days in which they were outstanding. Diluted net income per limited partner unit reflects the potential dilution that could occur if securities or other agreements to issue common units, such as performance awards, were exercised, settled or converted into common units.

Income Taxes: Prior to the IPO, the Company’s income was reported and included as part of EQT’s consolidated federal tax return. Equitrans is a Pennsylvania limited partnership that was a tax partnership through December 31, 2010 at which time as a result of an internal restructuring it was deemed to be solely owned by EQT and became a disregarded entity for federal income tax purposes.  In conjunction with the contribution by EQT of the ownership of Equitrans to the Partnership immediately prior to the IPO, approximately $143.6 million of net current and deferred tax liabilities were eliminated through equity. Effective July 2, 2012, as a result of its limited partnership structure, the Company is a partnership for income tax purposes and no longer subject to federal and state income taxes.  For federal and state income tax purposes, all income, expenses, gains, losses and tax credits generated flow through to the owners, and accordingly, do not result in a provision for income taxes for the Company.  Net income for financial statement purposes may differ significantly from taxable income of unitholders because of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements under the Company’s partnership agreement.  The aggregate difference in the basis of our net assets for financial and tax reporting purposes cannot be readily determined because information regarding each partner’s tax attributes is not available to us.

Subsequent Events: The Company has evaluated subsequent events through the date of the financial statement issuance.

Recently Issued Accounting Standards

Under the Jumpstart Our Business Startups Act (JOBS Act), for as long as the Company remains an ‘‘emerging growth company’’ as defined in the JOBS Act, the Company may take advantage of certain exemptions from Securities and Exchange Commission (SEC) reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to provide an auditor’s attestation report on management’s assessment of the effectiveness of its system of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in the Company’s periodic reports and proxy statements, exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and seeking shareholder approval of any golden parachute payments not previously approved. The Company may take advantage of these reporting exemptions until the Company is no longer an emerging growth company. The Company will remain an emerging growth company for up to five years, although it will lose that status sooner if it has more than $1.0 billion of revenues in a fiscal year, the limited partner interests held by non-affiliates have a market value of more than $700 million, or the Company issues more than $1.0 billion of non-convertible debt over a three-year period.

The JOBS Act also provides that an emerging growth company can delay adopting new or revised accounting standards until such time as those standards apply to private companies. The Company has irrevocably elected to ‘‘opt out’’ of this exemption and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

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Interim Financial Information (Unaudited) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended									6 Months Ended		12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Jul. 02, 2012	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Interim Financial Information (Unaudited)
Total operating revenues	$ 44,365	$ 41,790	$ 34,452	$ 29,665	$ 31,003	$ 30,388	$ 27,420	$ 25,179	$ 26,626			$ 136,910	$ 109,613	$ 91,600
Operating income	26,137	24,003	14,297	15,999	16,392	16,785	14,007	8,732	15,096			70,691	54,620	37,937
Net income	$ 22,230	$ 20,160	$ 12,011	$ 12,012	$ 11,123	$ 10,633	$ 8,381	$ 4,940	$ 8,635	$ 32,060	$ 23,246	$ 55,306	$ 32,589	$ 19,241
Net income per limited partner unit:
Common units (in dollars per share)	$ 0.63	$ 0.57	$ 0.34									$ 0.91
Common units (in dollars per share)	$ 0.63	$ 0.57	$ 0.34									$ 0.9

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Net Income per Limited Partner Unit and Cash Distributions (Details 3) (General partner)	3 Months Ended	12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
General partner
General Partner Interest and Incentive Distribution Rights
Level one increasing percentage of distribution entitlement per quarter	13.00%	13.00%
Level two increasing percentage of distribution entitlement per quarter	23.00%	23.00%
Maximum increasing percentage of distribution entitlement per quarter	48.00%	48.00%

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Subsequent Events (Details) (USD $)	0 Months Ended	3 Months Ended	0 Months Ended
	Nov. 14, 2012	Mar. 31, 2013	Apr. 23, 2013 Subsequent Events	Jan. 22, 2013 Subsequent Events
Subsequent Events
Cash distribution to the Company's unitholders declared (in dollars per share)	$ 0.35	$ 0.37	$ 0.37	$ 0.35

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Summary of Operations and Significant Accounting Policies (Details)	Jan. 02, 2011
Equitrans, L.P.
Financial Statements
Ownership percentage held by parent	97.25%
ET Blue Grass, LLC
Financial Statements
Ownership percentage held by other noncontrolling owners	2.75%

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Regulatory Matters (Details) (USD $) In Millions, unless otherwise specified	0 Months Ended			3 Months Ended
	Apr. 02, 2013	Feb. 01, 2013	Mar. 01, 2012 item	Mar. 31, 2013
Regulatory Matters
Recovery in qualifying pipeline safety costs			$ 10.4
Number of customers who filed for protests			1
Reservation component of the PSC rate applicable to firm transportation service (dollar per dth)	0.8108
Usage component of the PSC rate applicable to firm transportation service (dollar per dth)	0.1372
Usage component of the PSC rate applicable to interruptible service (dollar per dth)	0.1372
Percentage of transmission retainage factor approved before reduction		3.72%
Percentage of transmission retainage factor approved after reduction		2.72%
Minimum duration of settlement PSC rate and transmission retainage factor to be effective				3 years

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Net Income per Limited Partner Unit and Cash Distributions

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Net Income per Limited Partner Unit and Cash Distributions

Net Income per Limited Partner Unit and Cash Distributions

G. Net Income per Limited Partner Unit and Cash Distributions

Net income per limited partner unit is calculated utilizing the two-class method by dividing the limited partner interest in net income by the weighted average number of limited partner units outstanding during the period. The limited partner interest in net income is determined by first allocating net income to the general partner based upon the general partner’s ownership interest of 2%. Any common units issued during the period are included on a weighted-average basis for the days in which they were outstanding.

Diluted net income per limited partner unit reflects the potential dilution that could occur if securities or other agreements to issue common units, such as the performance awards, were exercised, settled or converted into common units.  When it is determined that potential common units resulting from an award subject to performance or market conditions should be included in the diluted net income per limited partner unit calculation, the impact is reflected by applying the treasury stock method. The weighted-average number of units used to calculate diluted net income per limited partner unit for the first quarter of 2013 includes the effect of 8,673 phantom units and 80,142 performance awards.

The following table presents the Company’s calculation of net income per unit for common and subordinated limited partner units:

		Three Months Ended March 31, 2013
		(Thousands, except per unit amounts)
Net income	$		22,230
Less general partner interest in net income		(444)
Limited partner interest in net income	$		21,786
Net income allocable to common units	$		10,893
Net income allocable to subordinated units		10,893
Limited partner interest in net income	$		21,786
Weighted average limited partner units outstanding – basic
Common units		17,340
Subordinated units		17,339
Total		34,679
Weighted average limited partner units outstanding – diluted
Common units		17,429
Subordinated units		17,339
Total		34,768
Net income per limited partner unit – basic and diluted
Common units	$		0.63
Subordinated units	$		0.63

The partnership agreement requires that, within 45 days after the end of each quarter, beginning with the quarter ended September 30, 2012, the Company distribute all of its available cash (described below) to unitholders of record on the applicable record date.  As further discussed in Note I, a quarterly cash distribution was declared on April 23, 2013, payable May 15, 2013 to unitholders of record on May 6, 2013.

Available cash

Available cash generally means, for any quarter, all cash and cash equivalents on hand at the end of that quarter:

· less, the amount of cash reserves established by the Company’s general partner to:

– provide for the proper conduct of the Company’s business (including reserves for future capital expenditures, anticipated future debt service requirements and refunds of collected rates reasonably likely to be refunded as a result of a settlement or hearing related to FERC rate proceedings or rate proceedings under applicable law subsequent to that quarter);

– comply with applicable law, any of the Company’s debt instruments or other agreements; or

– provide funds for distributions to the Company’s unitholders and to the Company’s general partner for any one or more of the next four quarters (provided that the Company’s general partner may not establish cash reserves for distributions if the effect of the establishment of such reserves will prevent the Company from distributing the minimum quarterly distribution on all common units and any cumulative arrearages on such common units for the current quarter);

· plus, if the Company’s general partner so determines, all or any portion of the cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made subsequent to the end of such quarter.

Subordinated Units

All subordinated units are held by EQT. The partnership agreement provides that, during the period of time referred to as the “subordination period,” the common units will have the right to receive distributions of available cash from operating surplus each quarter in an amount equal to $0.35 per common unit, which amount is defined in the partnership agreement as the minimum quarterly distribution, plus any arrearages in the payment of the minimum quarterly distribution on the common units from prior quarters, before any distributions of available cash from operating surplus may be made on the subordinated units. The practical effect of the subordinated units is to increase the likelihood that during the subordination period there will be available cash to distribute the minimum quarterly distribution to the common units. The subordination period will end, and the subordinated units will convert to common units, on a one-for-one basis, when certain distribution requirements, as defined in the partnership agreement, have been met.

Incentive Distribution Rights

All incentive distribution rights are held by the Company’s general partner. Incentive distribution rights represent the right to receive an increasing percentage (13.0%, 23.0% and 48.0%) of quarterly distributions of available cash from operating surplus after the minimum quarterly distribution and the target distribution levels described below have been achieved. The Company’s general partner may transfer the incentive distribution rights separately from its general partner interest, subject to restrictions in the partnership agreement.

The following discussion assumes that the Company’s general partner continues to own both its 2.0% general partner interest and the incentive distribution rights.

If for any quarter:

· the Company has distributed available cash from operating surplus to the common and subordinated unitholders in an amount equal to the minimum quarterly distribution; and

· the Company has distributed available cash from operating surplus on outstanding common units in an amount necessary to eliminate any cumulative arrearages in payment of the minimum quarterly distribution;

then, the Company will distribute any additional available cash from operating surplus for that quarter among the unitholders and the Company’s general partner in the following manner:

· first, 98.0% to all unitholders, pro rata, and 2.0% to the Company’s general partner, until each unitholder receives a total of $0.4025 per unit for that quarter (the first target distribution);

· second, 85.0% to all unitholders, pro rata, and 15.0% to the Company’s general partner, until each unitholder receives a total of $0.4375 per unit for that quarter (the second target distribution);

· third, 75.0% to all unitholders, pro rata, and 25.0% to the Company’s general partner, until each unitholder receives a total of $0.5250 per unit for that quarter (the third target distribution); and

· thereafter, 50.0% to all unitholders, pro rata, and 50.0% to the Company’s general partner.

10.      Net Income per Limited Partner Unit and Cash Distributions

Net income per limited partner unit is calculated utilizing the two-class method by dividing the limited partner interest in net income earned from the close of the IPO by the weighted average number of limited partner units outstanding during the period. The limited partner interest in net income is determined by first allocating net income (earned from the close of the IPO) to the general partner based upon the general partner’s ownership interest of 2%. The common units issued during the period are included on a weighted-average basis for the days in which they were outstanding.

Diluted net income per limited partner unit reflects the potential dilution that could occur if securities or other agreements to issue common units, such as the performance awards, were exercised, settled or converted into common units.  As of December 31, 2012 the performance condition was met for the performance awards.  The phantom units vested upon grant and the value of the phantom units will be paid in common units on the earlier of the director’s death or retirement from the general partner’s Board of Directors.  As such, both awards were included in the diluted net income per limited partner unit calculation. When it is determined that potential common units resulting from an award subject to performance or market conditions should be included in the diluted net income per limited partner unit calculation, the impact is reflected by applying the treasury stock method. The weighted-average number of units used to calculate diluted net income per limited partner unit for the period of July 2, 2012 through December 31, 2012 includes the effect of 4,780 phantom units and 50,158 performance awards.

The following table presents the Company’s calculation of net income per unit for common and subordinated limited partner units:

		July 2, 2012 to December 31, 2012
		(Thousands, except per unit data)
Net income (from close of the IPO on July 2, 2012 to December 31, 2012)	$	32,060
Less general partner interest in net income		(640)
Limited partner interest in net income	$	31,420
Net income allocable to common units	$	15,710
Net income allocable to subordinated units		15,710
Limited partner interest in net income	$	31,420
Weighted average limited partner units outstanding – basic
Common units		17,340
Subordinated units		17,339
Total		34,679

		July 2, 2012 to December 31, 2012
		(Thousands, except per unit data)
Weighted average limited partner units outstanding – diluted
Common units		17,395
Subordinated units		17,339
Total		34,734
Net income per limited partner unit – basic
Common units	$	0.91
Subordinated units	$	0.91
Net income per limited partner unit – diluted
Common units	$	0.90
Subordinated units	$	0.90

Net income per limited partner unit data is presented only for the period since the Company’s IPO on July 2, 2012.  See Note 1 for further discussion of the IPO.

The partnership agreement requires that, within 45 days after the end of each quarter, beginning with the quarter ended September 30, 2012, the Company distribute all of its available cash (described below) to unitholders of record on the applicable record date.  The first quarterly cash distribution of $0.35 per unit was declared on October 23, 2012, paid on November 14, 2012 to unitholders of record on November 5, 2012. As further discussed in Note 15, a quarterly cash distribution was declared on January 22, 2013 and paid on February 14, 2013 to unitholders of record on February 4, 2013.

Available cash

Available cash generally means, for any quarter, all cash and cash equivalents on hand at the end of that quarter:

· less, the amount of cash reserves established by the Company’s general partner to:

– provide for the proper conduct of the Company’s business (including reserves for future capital expenditures, anticipated future debt service requirements and refunds of collected rates reasonably likely to be refunded as a result of a settlement or hearing related to FERC rate proceedings or rate proceedings under applicable law subsequent to that quarter);

– comply with applicable law, any of the Company’s debt instruments or other agreements; or

– provide funds for distributions to the Company’s unitholders and to the Company’s general partner for any one or more of the next four quarters (provided that the Company’s general partner may not establish cash reserves for distributions if the effect of the establishment of such reserves will prevent the Company from distributing the minimum quarterly distribution on all common units and any cumulative arrearages on such common units for the current quarter);

· plus, if the Company’s general partner so determines, all or any portion of the cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made subsequent to the end of such quarter.

Subordinated Units

All subordinated units are held by EQT. The partnership agreement provides that, during the period of time referred to as the “subordination period,” the common units will have the right to receive distributions of available cash from operating surplus each quarter in an amount equal to $0.35 per common unit, which amount is defined in the partnership agreement as the minimum quarterly distribution, plus any arrearages in the payment of the minimum quarterly distribution on the common units from prior quarters, before any distributions of available cash from operating surplus may be made on the subordinated units. The practical effect of the subordinated units is to increase the likelihood that during the subordination period there will be available cash to distribute the minimum quarterly distribution to the common units. The subordination period will end, and the subordinated units will convert to common units, on a one-for-one basis, when certain distribution requirements, as defined in the partnership agreement, have been met. The earliest date at which the subordination period may end is June 30, 2013.

Incentive Distribution Rights

All incentive distribution rights are held by the Company’s general partner. Incentive distribution rights represent the right to receive an increasing percentage (13.0%, 23.0% and 48.0%) of quarterly distributions of available cash from operating surplus after the minimum quarterly distribution and the target distribution levels described below have been achieved. The Company’s general partner may transfer the incentive distribution rights separately from its general partner interest, subject to restrictions in the partnership agreement.

The following discussion assumes that the Company’s general partner continues to own both its 2.0% general partner interest and the incentive distribution rights.

If for any quarter:

· the Company has distributed available cash from operating surplus to the common and subordinated unitholders in an amount equal to the minimum quarterly distribution; and

· the Company has distributed available cash from operating surplus on outstanding common units in an amount necessary to eliminate any cumulative arrearages in payment of the minimum quarterly distribution;

then, the Company will distribute any additional available cash from operating surplus for that quarter among the unitholders and the Company’s general partner in the following manner:

· first, 98.0% to all unitholders, pro rata, and 2.0% to the Company’s general partner, until each unitholder receives a total of $0.4025 per unit for that quarter (the “first target distribution”);

· second, 85.0% to all unitholders, pro rata, and 15.0% to the Company’s general partner, until each unitholder receives a total of $0.4375 per unit for that quarter (the “second target distribution”);

· third, 75.0% to all unitholders, pro rata, and 25.0% to the Company’s general partner, until each unitholder receives a total of $0.5250 per unit for that quarter (the “third target distribution”); and

· thereafter, 50.0% to all unitholders, pro rata, and 50.0% to the Company’s general partner.

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Consolidated Statements of Partners' Capital (USD $) In Thousands, unless otherwise specified	Total	Limited Partners Common	Limited Partners Subordinated	General Partner	Parent Net Investment
Balance at Dec. 31, 2009	$ 102,656				$ 102,656
Increase (Decrease) in Partners' Capital
Net income	19,241				19,241
Balance at Dec. 31, 2010	125,523				125,523
Increase (Decrease) in Partners' Capital
Net income	32,589				32,589
Balance at Dec. 31, 2011	173,633				173,633
Increase (Decrease) in Partners' Capital
Net income	11,123				11,123
Balance at Mar. 31, 2012	184,756				184,756
Balance at Dec. 31, 2011	173,633				173,633
Increase (Decrease) in Partners' Capital
Net income	23,246				23,246
Balance at Jul. 02, 2012
Balance at Dec. 31, 2011	173,633
Increase (Decrease) in Partners' Capital
Capital contribution	4,244			4,244
Equity-based compensation plans	535	535
Net income	55,306
Distributions to unitholders	(12,386)	(6,069)	(6,069)	(248)
Balance at Dec. 31, 2012	471,213	310,679	148,397	12,137
Balance at Jul. 02, 2012
Increase (Decrease) in Partners' Capital
Net income	32,060	15,710	15,710	640
Balance at Dec. 31, 2012	471,213	310,679	148,397	12,137
Increase (Decrease) in Partners' Capital
Capital contribution	1,105			1,105
Equity-based compensation plans	353	353
Net income	22,230	10,893	10,893	444
Distributions to unitholders	(12,386)	(6,069)	(6,069)	(248)
Balance at Mar. 31, 2013	$ 482,515	$ 315,856	$ 153,221	$ 13,438

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Subsidiary Guarantors (Details) (USD $)	3 Months Ended	12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Subsidiary Guarantors
Ownership interest held (as a percent)	100.00%	100.00%
Restricted net assets	$ 0	$ 0
EQT Midstream Finance Corporation
Subsidiary Guarantors
Ownership interest held (as a percent)	100.00%	100.00%

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2012

Commitments and Contingencies

Commitments and Contingencies

13.      Commitments and Contingencies

The Company is subject to federal, state and local environmental laws and regulations. These laws and regulations, which are constantly changing, can require expenditures for remediation and in certain instances result in assessment of fines. The Company has established procedures for ongoing evaluation of its operations to identify potential environmental exposures and assure compliance with regulatory policies and procedures. The estimated costs associated with identified situations that require remedial action are accrued. However, when recoverable through regulated rates, certain of these costs are deferred as regulatory assets. Ongoing expenditures for compliance with environmental law and regulations, including investments in plant and facilities to meet environmental requirements, have not been material. Management believes that any such required expenditures will not be significantly different in either nature or amount in the future and does not know of any environmental liabilities that will have a material effect on its business, financial condition, results of operations, liquidity or ability to make distributions.

In the ordinary course of business, various legal and regulatory claims and proceedings are pending or threatened against the Company.  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 or other direct costs related to loss contingencies when actually incurred.  The Company has established reserves it believes to be appropriate for pending matters and after consultation with counsel and giving appropriate consideration to available insurance, the Company believes that the ultimate outcome of any matter currently pending against the Company will not materially affect the business, financial condition, results of operations, liquidity or ability to make distributions.

The Company may recover the costs it incurs to comply with the Pipeline Safety Improvement Act of 2002 by seeking annual approval of such costs from the FERC. The Company’s filing for approval of its 2011 costs was made on March 1, 2012 and is pending subject to two protests. For a period of five years after the closing of the IPO, EQT will reimburse the Company for the amount of qualifying pipeline safety costs that are not recovered through the annual pipeline safety cost tracker. The Company has submitted to FERC a Proposed Stipulation of Agreement which, if approved, would settle the customer protests and replace the surcharge with a fixed pipeline safety cost rate.

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Fair Value of Financial Instruments

12 Months Ended

Dec. 31, 2012

Fair Value of Financial Instruments

Fair Value of Financial Instruments

9.         Fair Value of Financial Instruments

The carrying value of cash equivalents and demand notes approximates fair value due to the short maturity of the instruments; these are considered Level 1 fair value measurements. The estimated fair value of the notes payable—affiliate on the accompanying balance sheets at December 31, 2011 was approximately $155 million. The fair value was estimated using an income approach model based on market rates reflective of the remaining maturity and risk and, as a result, was considered a Level 2 fair value measurement.

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Subsequent Events

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Subsequent Events

Subsequent Events

I. Subsequent Events

On April 23, 2013, the Company announced that the Board of Directors of its general partner declared a cash distribution to the Company’s unitholders of $0.37 per unit for the first quarter of 2013.  The cash distribution is payable on May 15, 2013 to unitholders of record at the close of business on May 6, 2013.

15.      Subsequent Events

On January 22, 2013, the Company announced that the Board of Directors of its general partner declared a cash distribution to the Company’s unitholders of $0.35 per unit for the fourth quarter of 2012.  The cash distribution was paid on February 14, 2013 to unitholders of record at the close of business on February 4, 2013.

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Subsidiary Guarantors

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Subsidiary Guarantors

Subsidiary Guarantors

J. Subsidiary Guarantors

The Company anticipates filing a registration statement on Form S-3 with the SEC to register, among other securities, debt securities. The subsidiaries of the Company (Subsidiaries) will be co-registrants with the Company, and the registration statement will register guarantees of debt securities by one or more of the Subsidiaries (other than EQT Midstream Finance Corporation, a 100 percent owned subsidiary of the Company whose sole purpose is to act as co-issuer of such debt securities). The Subsidiaries are 100 percent owned by the Company and any guarantees by the Subsidiaries will be full and unconditional. The Company has no assets or operations independent of the Subsidiaries, and there are no significant restrictions upon the ability of the Subsidiaries to distribute funds to the Company by dividend or loan. In the event that more than one of the Subsidiaries provide guarantees of any debt securities issued by the Company, such guarantees will constitute joint and several obligations. None of the assets of the Company or the Subsidiaries represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X under the Securities Act of 1933, as amended.

16.      Subsidiary Guarantors

The Company anticipates filing a registration statement on Form S-3 with the SEC to register, among other securities, debt securities. The subsidiaries of the Company (Subsidiaries) will be co-registrants with the Company, and the registration statement will register guarantees of debt securities by one or more of the Subsidiaries (other than EQT Midstream Finance Corporation, a 100 percent owned subsidiary of the Company whose sole purpose is to act as co-issuer of such debt securities). The Subsidiaries are 100 percent owned by the Company and any guarantees by the Subsidiaries will be full and unconditional. The Company has no assets or operations independent of the Subsidiaries, and there are no significant restrictions upon the ability of the Subsidiaries to distribute funds to the Company by dividend or loan. In the event that more than one of the Subsidiaries provide guarantees of any debt securities issued by the Company, such guarantees will constitute joint and several obligations. None of the assets of the Company or the Subsidiaries represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X under the Securities Act of 1933, as amended.

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Interim Financial Information (Unaudited)

12 Months Ended

Dec. 31, 2012

Interim Financial Information (Unaudited)

Interim Financial Information (Unaudited)

14.      Interim Financial Information (Unaudited)

The following quarterly summary of operating results reflects variations due primarily to growth in the transmission and storage business and the seasonal nature of the Company’s utility customer contracts.

		Three months ended
		March 31		June 30		September 30		December 31
		(Thousands, except per share amounts)
2012 (a)
Total operating revenues	$	31,003	$	29,665	$	34,452	$	41,790
Operating income		16,392		15,999		14,297		24,003
Net income		11,123		12,012		12,011		20,160
Net income per limited partner unit (b):
Basic		N/A		N/A	$	0.34	$	0.57
Diluted		N/A		N/A	$	0.34	$	0.57
2011 (a)
Total operating revenues	$	26,626	$	25,179	$	27,420	$	30,388
Operating income		15,096		8,732		14,007		16,785
Net income		8,635		4,940		8,381		10,633
Net income per limited partner unit (b):
Basic		N/A		N/A		N/A		N/A
Diluted		N/A		N/A		N/A		N/A

(a) The sum of the quarterly data in some cases may not equal the yearly total due to rounding.

(b) Presented for post-IPO period only.

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Document and Entity Information	3 Months Ended
	Mar. 31, 2013
Document and Entity Information
Entity Registrant Name	EQT Midstream Partners, LP
Entity Central Index Key	0001540947
Document Type	8-K
Document Period End Date	Mar. 31, 2013
Amendment Flag	true
Amendment Description	Pursuant to Rule 3-10 of Regulation S-X, the Partnership, in Exhibit 99.1 to this Current Report on Form 8-K, is adding Note 16 to the Notes to Consolidated Financial Statements at December 31, 2012 and 2011 and for each of the three years in the period ended December 31, 2012 in Item 8 of the Partnership's Annual Report on Form 10-K for the year ended December 31, 2012. In addition, the Partnership, in Exhibit 99.2 to this Current Report, is adding Note J to the Notes to Consolidated Financial Statements (Unaudited) at March 31, 2013 and for the three months ended March 31, 2013 and 2012 in Part I, Item 1 of the Partnership's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.
Entity Filer Category	Non-accelerated Filer

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Subsequent Events

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Subsequent Events

Subsequent Events

I. Subsequent Events

On April 23, 2013, the Company announced that the Board of Directors of its general partner declared a cash distribution to the Company’s unitholders of $0.37 per unit for the first quarter of 2013.  The cash distribution is payable on May 15, 2013 to unitholders of record at the close of business on May 6, 2013.

15.      Subsequent Events

On January 22, 2013, the Company announced that the Board of Directors of its general partner declared a cash distribution to the Company’s unitholders of $0.35 per unit for the fourth quarter of 2012.  The cash distribution was paid on February 14, 2013 to unitholders of record at the close of business on February 4, 2013.

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Financial Information by Business Segment

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Financial Information by Business Segment

Financial Information by Business Segment

B. Financial Information by Business Segment

Operating segments are revenue-producing components of the 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.

The Company reports its operations in two segments, which reflect its lines of business. Transmission and storage includes the Company’s FERC-regulated interstate pipeline and storage business. Gathering includes the FERC-regulated low pressure gathering system. The operating segments are evaluated on their contribution to the Company’s results based on operating income.

All of the Company’s operating revenues, income from operations and assets are generated or located in the United States.

		Three Months Ended
		March 31,
		2013			2012
		(Thousands)
Revenues from external customers:
Transmission and storage	$		41,065	$		27,098
Gathering		3,300			3,905
Total	$		44,365	$		31,003
Operating income (loss):
Transmission and storage	$		28,169	$		17,391
Gathering		(2,032)			(999)
Total operating income	$		26,137	$		16,392
Reconciliation of operating income to net income:
Other income, net		297			2,471
Interest expense, net		4,204			1,539
Income tax expense		—			6,201
Net income	$		22,230	$		11,123

		March 31,			December 31,
		2013			2012
		(Thousands)
Segment assets:
Transmission and storage	$		643,367	$		632,404
Gathering		71,479			75,200
Total assets	$		714,846	$		707,604

		Three Months Ended March 31,
		2013			2012
		(Thousands)
Depreciation and amortization:
Transmission and storage	$		6,618	$		2,363
Gathering		730			675
Total	$		7,348	$		3,038
Expenditures for segment assets:
Transmission and storage	$		9,351	$		50,823
Gathering		1,134			417
Total	$		10,485	$		51,240

2. Financial Information by Business Segment

Operating segments are revenue-producing components of the 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.

The Company reports its operations in two segments, which reflect its lines of business. Transmission and storage includes the Company’s FERC-regulated interstate pipeline and storage business. Gathering includes the FERC-regulated low pressure gathering system. The operating segments are evaluated on their contribution to the Company’s results based on operating income.

All of the Company’s operating revenues, income from operations and assets are generated or located in the United States.

		Years Ended December 31,
		2012			2011			2010
		(Thousands)
Revenues from external customers:
Transmission and storage	$		120,797	$		93,707	$		74,393
Gathering		16,113			15,906			17,207
Total	$		136,910	$		109,613	$		91,600
Operating income (loss):
Transmission and storage	$		76,667	$		60,906	$		42,280
Gathering		(5,976)			(6,286)			(4,343)
Total operating income	$		70,691	$		54,620	$		37,937
Reconciliation of operating income to net income:
Other income		7,701			3,826			498
Interest expense		9,955			5,050			5,164
Income taxes		13,131			20,807			14,030
Net income	$		55,306	$		32,589	$		19,241

		As of December 31,
		2012			2011
		(Thousands)
Segment assets:
Transmission and storage	$		632,404	$		461,002
Gathering		75,200			85,440
Total assets	$		707,604	$		546,442

		Years Ended December 31,
		2012			2011			2010
		(Thousands)
Depreciation and amortization:
Transmission and storage	$		17,400	$		8,850	$		8,212
Gathering		2,839			2,620			2,674
Total	$		20,239	$		11,470	$		10,886
Expenditures for segment assets:
Transmission and storage	$		161,683	$		131,902	$		33,158
Gathering		5,379			3,929			3,246
Total	$		167,062	$		135,831	$		36,404

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Financial Statements

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Financial Statements

Financial Statements

A. Financial Statements

Organization

EQT Midstream Partners, LP (the Partnership, EQT Midstream Partners or the Company), which closed its initial public offering (IPO) on July 2, 2012, is a growth-oriented Delaware limited partnership formed by EQT Corporation in January 2012.  Equitrans, L.P. (Equitrans) is a Pennsylvania limited partnership and the predecessor for accounting purposes (the Predecessor) of EQT Midstream Partners. EQT Midstream Services, LLC is the Company’s general partner. References in these consolidated financial statements to the “Company,” when used for periods prior to the IPO, refer to Equitrans.  References in these consolidated financial statements to the “Company,” when used for periods beginning at or following the IPO, refer collectively to the Partnership and its consolidated subsidiaries. References in these consolidated financial statements to ‘‘EQT’’ refer collectively to EQT Corporation and its consolidated subsidiaries.  For periods prior to the IPO, the accompanying consolidated financial statements and related notes include the assets, liabilities and results of operations of Equitrans presented on a carve-out basis prior to the contribution by EQT of all of the partnership interests in Equitrans to EQT Midstream Partners, in connection with the Partnership’s IPO.

The Company does not have any employees. Operational support for the Company is provided by EQT Gathering, LLC (EQT Gathering), one of EQT’s operating subsidiaries engaged in certain midstream business operations. EQT Gathering’s employees manage and conduct the Company’s daily business operations.

Immediately prior to the closing of the IPO, EQT contributed all of the partnership interests in Equitrans to the Partnership. The Company issued 14,375,000 common units in the IPO, which represented 40.6% of the Company’s outstanding equity. EQT retained a 59.4% equity interest in the Company, including 2,964,718 common units, 17,339,718 subordinated units, and a 2% general partner interest. EQT also holds the incentive distribution rights.

Nature of Business

The Company is a growth-oriented limited partnership formed by EQT to own, operate, acquire and develop midstream assets in the Appalachian Basin. The Company provides midstream services to EQT and third parties in the Appalachian Basin across 22 counties in Pennsylvania and West Virginia through two primary assets: the transmission and storage system and the gathering system.

The Company’s transmission and storage system includes an approximately 700 mile FERC-regulated interstate pipeline that connects to five long-haul interstate pipelines and multiple distribution companies. The transmission and storage system is supported by 14 associated natural gas storage reservoirs with approximately 400 MMcf per day of peak withdrawal capability and 32 Bcf of working gas capacity. As of March 31, 2013, the transmission assets had total throughput capacity of approximately 1.4 TBtu per day. Revenues are primarily driven by the Company’s firm transmission and storage contracts.

The Company’s gathering system consists of approximately 2,000 miles of FERC-regulated low-pressure gathering lines. Substantially all of the revenues associated with the Company’s gathering system are generated under interruptible gathering service contracts.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles 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 United States generally accepted accounting principles for complete financial statements.  In the opinion of management, these statements include all adjustments (consisting of only normal recurring accruals, unless otherwise disclosed in this Form 10-Q) necessary for a fair presentation of the financial position of the Company as of March 31, 2013 and December 31, 2012, the results of its operations for the three months ended March 31, 2013 and 2012 and its cash flows for the three months ended March 31, 2013 and 2012.  Certain previously reported amounts have been reclassified to conform to the current year presentation.

The balance sheet at December 31, 2012 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by United States generally accepted accounting principles for complete financial statements.

Due to the seasonal nature of the Company’s utility customer contracts, the interim statements for the three months ended March 31, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. Operating revenues are currently expected to be higher in the first and fourth quarters of each year.

For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein.

1. Summary of Operations and Significant Accounting Policies

Organization

EQT Midstream Partners, LP (the Partnership, EQT Midstream Partners or the Company), which closed its initial public offering (IPO) to become publicly traded on July 2, 2012, is a growth-oriented Delaware limited partnership formed by EQT Corporation in January 2012.  Equitrans, L.P. (Equitrans) is a Pennsylvania limited partnership and the predecessor for accounting purposes (the Predecessor or EQT Midstream Partners Predecessor) of EQT Midstream Partners. EQT Midstream Services, LLC is the Company’s general partner. References in these consolidated financial statements to the “Company,” when used for periods prior to the IPO, refer to Equitrans.  References in these consolidated financial statements to the “Company,” when used for periods beginning at or following the IPO, refer collectively to the Partnership and its consolidated subsidiaries. References in these consolidated financial statements to ‘‘EQT’’ refer collectively to EQT Corporation and its consolidated subsidiaries.  For periods prior to the IPO, the accompanying consolidated financial statements and related notes include the assets, liabilities and results of operations of Equitrans presented on a carve-out basis, excluding the financial position and results of operations of the Big Sandy Pipeline (as described below), prior to the contribution by EQT of all of the partnership interests in Equitrans to EQT Midstream Partners, in connection with the Partnership’s IPO.

As of January 1, 2011, Equitrans was owned 97.25% by EQT Corporation and 2.75% by ET Blue Grass, LLC, a subsidiary of EQT Corporation.

The Company does not have any employees. Operational support for the Company is provided by EQT Gathering, LLC (EQT Gathering), one of EQT’s operating subsidiaries engaged in certain midstream business operations. EQT Gathering’s employees manage and conduct the Company’s daily business operations.

Prior to July 2011, Equitrans owned an approximately 70 mile FERC-regulated transmission pipeline located in eastern Kentucky (Big Sandy Pipeline). Construction on the Big Sandy Pipeline began in 2006 and was completed in 2008. Equitrans operated the pipeline until April 2011, when it was transferred to an affiliate. Such affiliate was subsequently sold in July 2011 to an unrelated third party pipeline operator. Equitrans has no continuing operations in Kentucky or any retained interest in the Big Sandy Pipeline.

On June 18, 2012, the Company transferred ownership of the Sunrise Pipeline, an approximately 40 mile, FERC-regulated transmission pipeline which was under construction, to EQT via a non-cash distribution of $193.7 million. Contemporaneously with this transfer, the Company entered into a capital lease obligation with EQT for the lease of the Sunrise Pipeline. Under the capital lease, the Company operates the pipeline as part of its transmission and storage system under the rates, terms and conditions of its FERC-approved tariff. The Sunrise Pipeline was placed into service on July 28, 2012. The Company makes monthly lease payments to EQT based on the lesser of a payment based on revenues collected less the actual cost to operate the pipeline and a payment based on depreciation expense and pre-tax return on invested capital for the Sunrise Pipeline.

Immediately prior to the closing of the IPO, EQT contributed all of the partnership interests in Equitrans to the Partnership and Equitrans distributed its accounts receivable to EQT via a non-cash distribution of approximately $12 million. The Company issued 14,375,000 common units in the IPO, which included the full exercise of the underwriters’ over-allotment option, and represented 40.6% of the Company’s outstanding equity. EQT retained a 59.4% equity interest in the Company, including 2,964,718 common units, 17,339,718 subordinated units, and a 2% general partner interest. The Company received net proceeds of approximately $277 million, after deducting the underwriters’ discount and a structuring fee of approximately $20 million, and estimated offering expenses of approximately $5 million. Approximately $231 million of the proceeds were distributed to EQT, $12 million was retained by the Company to replenish amounts distributed by Equitrans to EQT prior to the IPO, $32 million was retained by the Company to pre-fund certain maintenance capital expenditures, and $2 million was used by the Company to pay revolving credit facility origination fees associated with its $350 million revolving credit agreement described in Note 6. In connection with the IPO, Equitrans’ net current and deferred taxes of approximately $144 million were eliminated.  See further discussion in Note 4.

Nature of Business

The Company is a growth-oriented limited partnership formed by EQT to own, operate, acquire and develop midstream assets in the Appalachian Basin. The Company provides midstream services to EQT and third parties in the Appalachian Basin across 22 counties in Pennsylvania and West Virginia through two primary assets: the transmission and storage system and the gathering system.

Transmission and Storage System: The Company’s transmission and storage system includes an approximately 700 mile FERC-regulated interstate pipeline that connects to five long-haul interstate pipelines and multiple distribution companies. The transmission and storage system is supported by 14 associated natural gas storage reservoirs with approximately 400 MMcf per day of peak withdrawal capability and 32 Bcf of working gas capacity. As of December 31, 2012, the transmission assets had total throughput capacity of approximately 1.4 TBtu per day. Revenues are primarily driven by the Company’s firm transmission and storage contracts.

Gathering System: The Company’s gathering system consists of approximately 2,000 miles of FERC-regulated low-pressure gathering lines. Substantially all of the revenues associated with the Company’s gathering system are generated under interruptible gathering service contracts.

Significant Accounting Policies

Principles of Consolidation: The Consolidated Financial Statements include the accounts of EQT Midstream Partners, LP and all subsidiaries and partnerships. Transactions between the Company and EQT have been identified in the Consolidated Financial Statements as transactions between affiliates in Note 3.

Segments: Operating segments are revenue-producing components of the enterprise for which separate financial information is produced internally and are subject to evaluation by the Company’s chief operating decision maker in deciding how to allocate resources.

The Company reports its operations in two segments, which reflect its lines of business.  Transmission and storage includes the Company’s FERC-regulated interstate pipeline and storage business. Gathering includes the FERC-regulated low pressure gathering system. The operating segments are evaluated on their contribution to the Company’s operating income.

All of the Company’s operating revenues, income from continuing operations and assets are generated or located in the United States.

Use of Estimates:  The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes.  Actual results could differ from those estimates.

Cash and Cash Equivalents:  The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.  Interest earned on cash equivalents is included as a reduction to interest expense, net in the accompanying statements of consolidated operations.

Trade and Other Receivables:  Trade and other receivables are stated at their historical carrying amount. Judgment is required to assess the ultimate realization of accounts receivable, including assessing the probability of collection and the creditworthiness of customers. Based upon management’s assessments, allowances for doubtful accounts of approximately $0.1 million were provided at December 31, 2012 and 2011. The Company also maintains certain receivables due from EQT. Refer to Note 3 for further discussion.

Property, Plant and Equipment: The Company’s property, plant and equipment are stated at amortized cost. Maintenance projects that do not increase the overall life of the related assets are expensed as incurred. Expenditures that extend the useful life of the underlying asset are capitalized.

		As of December 31,
		2012			2011
		(Thousands)
Transmission and storage assets	$		691,898	$		511,089
Accumulated depreciation		(125,129)			(114,485)
Net transmission and storage assets		566,769			396,604
Gathering assets		103,600			97,142
Accumulated depreciation		(23,083)			(22,854)
Net gathering assets		80,517			74,288
Net property, plant and equipment	$		647,286	$		470,892

Depreciation is recorded using composite rates on a straight-line basis. The overall rate of depreciation for the years ended December 31, 2012, 2011 and 2010 were approximately 2.6%, 1.9% and 2.1%, respectively. The Company estimates the pipelines have useful lives ranging from 37 years to 65 years and the compression equipment has a useful life of 45 years. The Sunrise Pipeline capital lease is depreciated over the 15 year life of the lease, as compared to the 40 year expected life of the pipeline and is included in the overall depreciation rate for the year ended December 31, 2012. Depreciation rates are re-evaluated each time the Company files with the FERC for a change in the Company’s transportation and storage rates.

Whenever events or changes in circumstances indicate that the carrying amount of long-lived assets may not be recoverable, the Company reviews its long-lived assets for impairment by first comparing the carrying value of the assets to the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the assets. The transmission, storage and gathering systems are evaluated as one asset group for impairment purposes because the cash flows are not independent of one another. If the carrying value exceeds the sum of the assets’ undiscounted cash flows, the Company estimates an impairment loss equal to the difference between the carrying value and fair value of the assets.

Natural Gas Imbalances: The Company experiences natural gas imbalances when the actual amount of natural gas delivered from a pipeline system or storage facility differs from the amount of natural gas scheduled to be delivered. The Company values these imbalances due to or from shippers and operators at current index prices. Imbalances are settled in-kind, subject to the terms of the FERC tariff.

Imbalances as of December 31, 2012 and 2011 were $1.8 million and $1.1 million, respectively, and are included in accrued liabilities in the accompanying consolidated balance sheets. In addition, the Company classifies all imbalances as current as it expects to settle them within a year.

Accrued Liabilities: Included in accrued liabilities in the Company’s consolidated balance sheets is approximately $5 million and $6 million of incentive compensation at December 31, 2012 and 2011, respectively.

Regulatory Accounting: The Company’s operations consist of interstate pipeline, intrastate gathering and storage operations subject to regulation by the FERC. Rate regulation provided by the FERC is designed to enable the Company to recover the costs of providing the regulated services plus an allowed return on invested capital. The application of regulatory accounting allows the Company to defer expenses and income in its balance sheets as regulatory assets and liabilities when it is probable that those expenses and income will be allowed in the rate setting process in a period different from the period in which they would have been reflected in the statements of operations for a non-regulated company. The deferred regulatory assets and liabilities are then recognized in the statements of operations in the period in which the same amounts are reflected in rates. The amounts deferred are to be recovered over the regulated period. The amounts deferred in the balance sheets relate primarily to the accounting for income taxes, AFUDC and post-retirement benefit costs. The amounts established for accounting for income taxes and AFUDC were generated during the pre-IPO period when the Company was reported and included as part of EQT’s consolidated federal tax return. The Company believes that it will continue to be subject to rate regulation that will provide for the recovery of deferred costs.

On April 5, 2006, the FERC approved a settlement to Equitrans’ consolidated 2005 and 2004 rate case filings. The settlement became effective on June 1, 2006. This settlement (i) increased the Company’s base tariff rates, (ii) implemented an annual surcharge for the tracking and recovery of certain pipeline safety costs among other programs, which surcharge is currently subject to two customer protests for which the Company is seeking FERC approval of a proposed settlement which would replace the annual tracker with a fixed pipeline safety cost rate and (iii) implemented a mechanism for recovering migrated base gas. The Company previously established a storage reserve for the recovery of base storage gas from excess customer retention provided in the Company’s 2006 rate settlement.  At December 31, 2012, the majority of the gas has been recovered and the related reserve was reduced.

Revenue Recognition: Revenues relating to the transmission, storage and gathering of natural gas are recognized in the period service is provided. Reservation revenues on firm contracted capacity are recognized ratably over the contract period based on the contracted volume regardless of the amount of natural gas that is transported. Revenues associated with interruptible services are recognized as physical deliveries of natural gas are made. Revenue is recognized for gathering activities when deliveries of natural gas are made.

AFUDC: The Company capitalizes the carrying costs for the construction of certain regulated long-term assets and amortizes the costs over the life of the related assets. The calculated AFUDC includes capitalization of the cost of financing construction of assets subject to regulation by the FERC. A computed interest cost and a designated cost of equity for financing the construction of these regulated assets are recorded in the consolidated financial statements. AFUDC applicable to equity funds recorded in other income in the statements of consolidated operations for the years ended December 31, 2012, 2011 and 2010 were $6.2 million, $3.8 million and $0.1 million, respectively. AFUDC applicable to interest cost for the years ended December 31, 2012, 2011 and 2010 was $1.7 million, $0.8 million and $0.1 million, respectively, and is included as a reduction of interest expense, net in the statements of consolidated operations.

Asset Retirement Obligations: The Company operates and maintains its transmission and storage system and its gathering system, and intends to do so as long as supply and demand for natural gas exists, which is expected for the foreseeable future. Therefore, the Company believes that it cannot reasonably estimate the asset retirement obligations for its system assets as these assets have indeterminate lives.

Equity-Based Compensation: The Company has awarded equity-based compensation in connection with the EQT Midstream Services, LLC 2012 Long-Term Incentive Plan. These awards will be paid in units, and as such the Company treats these programs as equity awards. Awards that have a fixed estimate due to a market condition require the Company to obtain a valuation. Significant assumptions made in valuing the Company’s awards include the market price of units at payout date, total unitholder return threshold to be achieved, volatility, risk-free rate, term, dividend yield and forfeiture rate.

Net Income per Limited Partner Unit: Net income per limited partner unit is calculated utilizing the two-class method by dividing the limited partner interest in net income by the weighted average number of limited partner units outstanding during the period. The limited partner interest in net income is determined by first allocating net income (earned from the close of the IPO) to the general partner based upon the general partner’s ownership interest of 2%. The common units issued during the period are included on a weighted-average basis for the days in which they were outstanding. Diluted net income per limited partner unit reflects the potential dilution that could occur if securities or other agreements to issue common units, such as performance awards, were exercised, settled or converted into common units.

Income Taxes: Prior to the IPO, the Company’s income was reported and included as part of EQT’s consolidated federal tax return. Equitrans is a Pennsylvania limited partnership that was a tax partnership through December 31, 2010 at which time as a result of an internal restructuring it was deemed to be solely owned by EQT and became a disregarded entity for federal income tax purposes.  In conjunction with the contribution by EQT of the ownership of Equitrans to the Partnership immediately prior to the IPO, approximately $143.6 million of net current and deferred tax liabilities were eliminated through equity. Effective July 2, 2012, as a result of its limited partnership structure, the Company is a partnership for income tax purposes and no longer subject to federal and state income taxes.  For federal and state income tax purposes, all income, expenses, gains, losses and tax credits generated flow through to the owners, and accordingly, do not result in a provision for income taxes for the Company.  Net income for financial statement purposes may differ significantly from taxable income of unitholders because of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements under the Company’s partnership agreement.  The aggregate difference in the basis of our net assets for financial and tax reporting purposes cannot be readily determined because information regarding each partner’s tax attributes is not available to us.

Subsequent Events: The Company has evaluated subsequent events through the date of the financial statement issuance.

Recently Issued Accounting Standards

Under the Jumpstart Our Business Startups Act (JOBS Act), for as long as the Company remains an ‘‘emerging growth company’’ as defined in the JOBS Act, the Company may take advantage of certain exemptions from Securities and Exchange Commission (SEC) reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to provide an auditor’s attestation report on management’s assessment of the effectiveness of its system of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in the Company’s periodic reports and proxy statements, exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and seeking shareholder approval of any golden parachute payments not previously approved. The Company may take advantage of these reporting exemptions until the Company is no longer an emerging growth company. The Company will remain an emerging growth company for up to five years, although it will lose that status sooner if it has more than $1.0 billion of revenues in a fiscal year, the limited partner interests held by non-affiliates have a market value of more than $700 million, or the Company issues more than $1.0 billion of non-convertible debt over a three-year period.

The JOBS Act also provides that an emerging growth company can delay adopting new or revised accounting standards until such time as those standards apply to private companies. The Company has irrevocably elected to ‘‘opt out’’ of this exemption and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.