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): June 20, 2018

EQT Midstream Partners, LP

(Exact name of registrant as specified in its charter)

Delaware	001-35574	37-1661577
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)

625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania	15222
(Address of Principal Executive Offices)	(Zip Code)

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

(Former name or former address, if changed since last report): None

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):

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12 b-2 of this chapter).

Emerging growth company          o

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

Item 8.01. Other Events.

EQT Midstream Partners, LP (EQM) is filing this Current Report on Form 8-K to provide certain historical financial information with respect to Rice Midstream Partners LP (RMP). As previously disclosed in its Current Report on Form 8-K filed on April 26, 2018, EQM entered into an Agreement and Plan of Merger (the Merger Agreement), dated as of April 25, 2018 with EQT Midstream Services, LLC, a Delaware limited liability company and the general partner of EQM (the EQM General Partner), EQM Acquisition Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of EQM (Merger Sub), EQM GP Acquisition Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of EQM, RMP, Rice Midstream Management LLC, a Delaware limited liability company and the general partner of RMP, and, solely for purposes of certain provisions therein, EQT Corporation (EQT), pursuant to which Merger Sub will merge with and into RMP, with RMP continuing as the surviving entity and a wholly owned subsidiary of EQM (the Proposed Merger).

Included in this Current Report on Form 8-K as Exhibit 99.1 are the audited consolidated financial statements of RMP for the periods described in Item 9.01(a) below, the notes related thereto, and the related Report of Independent Registered Public Accounting Firm, each as previously filed by RMP with the Securities and Exchange Commission (SEC).

Included in this Current Report on Form 8-K as Exhibit 99.2 are the unaudited consolidated financial statements of RMP for the periods described in Item 9.01(a) below and the notes related thereto, as previously filed by RMP with the SEC.

Included in this Current Report on Form 8-K as Exhibit 99.3 are the unaudited pro forma condensed combined financial statements, and the related notes thereto, of EQM which give effect to the Pro Forma Events (as defined below) as if they occurred on (i) January 1, 2017, in the case of the unaudited pro forma statements of combined operations for the three months ended March 31, 2018 and for the year ended December 31, 2017 and (ii) March 31, 2018, in the case of the unaudited pro forma condensed combined balance sheet.

Comparison of Certain Historical and Pro Forma Operational Information

For the year ended December 31, 2017, approximately 89% of EQM’s total revenues were derived from firm reservation fees. On a pro forma basis, approximately 60% of total revenues would have been derived from firm reservation fees for the year ended December 31, 2017.  This decrease is primarily driven by the fact that RMP’s gathering systems have not been supported by contracts with firm capacity reservation components.  Rather, all of RMP’s gathering and compression revenues were generated under long-term contracts which provide for a fixed price per unit for volumes of natural gas actually gathered.  As a result, if the Proposed Merger is completed, EQM will have a greater exposure to short and medium term declines in volumes of gas produced and gathered on its systems than it has historically.

EQT accounted for approximately 73% of EQM’s revenues for the year ended December 31, 2017, as compared to 79% of EQM’s revenues on a pro forma basis.  Gathering revenues represented approximately 56%, 54% and 53% of EQM’s total revenues for the years ended December 31, 2017, 2016 and 2015, respectively, and 63% on a pro forma basis for the year ended December 31, 2017.  Revenues associated with EQM’s transmission and storage system represented approximately 44%, 46% and 47% of total revenues for the years ended December 31, 2017, 2016 and 2015, respectively, and 29% on a pro forma basis for the year ended December 31, 2017.  The revenues associated with the Pro Forma Events did not include any transmission and storage revenues, but did include water services revenues, thus increasing the percentage of EQM’s total revenues from gathering.

EQM expects to complete the Proposed Merger during the third quarter of 2018, however the completion of the Proposed Merger is subject to the satisfaction or waiver of certain customary closing conditions, including approval by the holders of a majority of the outstanding RMP common units, and there can be no assurance that the Proposed Merger will be completed in the anticipated time frame or at all.

The pro forma operational information included in this Item 8.01 gives pro forma effect to the Proposed Merger, the acquisition of all of EQT’s interests in Rice Olympus Midstream LLC, Rice West Virginia Midstream LLC and Strike Force Midstream Holdings LLC (the Drop-Down Transactions) and the acquisition of the remaining 25% limited liability company interest in Strike Force Midstream LLC not owned by Strike Force Midstream Holdings LLC and the expected financing of the these transactions (collectively, the Pro Forma Events) as if they occurred on (i) January 1, 2017 in the case of the pro forma statements of combined operations data for the three months ended March 31, 2018, and the year ended December 31, 2017 and (ii) March 31, 2018 in the case of the pro forma condensed combined balance sheet data. The pro forma information included in this Item 8.01 should be read in conjunction with the Unaudited Pro Forma Condensed Combined Financial Statements included as Exhibit 99.3 hereto.

Item 9.01. Financial Statements and Exhibits.

(a)Financial Statements

·Audited consolidated financial statements of RMP as of December 31, 2017 and 2016 and for each of the years in the three-year period ended December 31, 2017, and the related notes to the consolidated financial statements, included in Exhibit 99.1 hereto.

2

·Unaudited consolidated financial statements of RMP including the consolidated balance sheets as of December 31, 2017 and March 31, 2018, the related consolidated statements of operations for the three months ended March 31, 2018 and 2017, the related consolidated statements of cash flows and equity for the three months ended March 31, 2018 and 2017 and the related notes to the unaudited condensed consolidated financial statements, included in Exhibit 99.2 hereto.

(b)Pro forma financial information.

The unaudited pro forma condensed combined financial statements, and the related notes thereto, of EQM under Item 9.01(b) of this Current Report on Form 8-K (collectively, the Unaudited Pro Forma Condensed Combined Financial Statements), included in Exhibit 99.3 hereto.

(d)Exhibits.

23.1Consent of Independent Registered Public Accounting Firm.

99.1Audited consolidated financial statements of RMP.

99.2Unaudited consolidated financial statements of RMP.

99.3Unaudited Pro Forma Condensed Combined Financial Statements.

CAUTIONARY STATEMENTS

Disclosures in this Current Report on Form 8-K contain certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Statements that do not relate strictly to historical or current facts are forward-looking and usually identified by the use of words such as “anticipate,” “estimate,” “could,” “would,” “will,” “may,” “forecast,” “approximate,” “expect,” “project,” “intend,” “plan,” “believe” and other words of similar meaning in connection with any discussion of future operating or financial matters. Without limiting the generality of the foregoing, forward-looking statements contained in this Current Report on Form 8-K include the matters discussed in the section captioned “Outlook” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in EQM’S Form 10-K for the year ended December 31, 2017 (2017 Form 10-K), as updated by EQM’S Form 10-Q for the quarter ended March 31, 2018 (Q1 2018 Form 10-Q), as updated by Exhibits 99.3 and 99.6, respectively, of the Current Report on Form 8-K filed by EQM on June 12, 2018, and the expectations of plans, strategies, objectives, and growth and anticipated financial and operational performance of EQM and its subsidiaries, including guidance regarding EQM’s gathering and transmission and storage revenue and volume growth; the weighted average contract life of gathering, transmission and storage contracts; infrastructure programs (including the timing, cost, capacity and sources of funding with respect to gathering and transmission expansion projects); the cost, capacity, timing of regulatory approvals and anticipated in-service date of the Mountain Valley Pipeline (MVP); the ultimate terms, partners and structure of Mountain Valley Pipeline, LLC; expansion projects in EQM’s operating areas and in areas that would provide access to new markets; asset acquisitions, including EQM’s ability to complete asset acquisitions from EQT or third parties; whether EQM’s merger with RMP will be completed and the timing of the transaction; the risk that EQM or RMP may be unable to obtain governmental and regulatory approvals required for the proposed merger of EQM and RMP, or required governmental and regulatory approvals may delay the merger or result in the imposition of conditions that could cause the parties to abandon the merger; the risk that a condition to closing of the merger may not be satisfied, including approval of the merger by RMP’s unitholders holding a majority of the outstanding RMP common units; the possible diversion of management’s time on issues related to the merger; the impact and outcome of pending and future litigation, including litigation, if any, relating to the merger; the timing of the proposed separation of EQT’s production and midstream businesses and the parties’ ability to complete the separation; the amount and timing of distributions, including expected increases; the amounts and timing of projected capital contributions and operating and capital expenditures, including the amount of capital expenditures reimbursable by EQT; the impact of commodity prices on EQM’s business; liquidity and financing requirements, including sources and availability; the effects of government regulation and litigation; and tax position. The forward-looking statements included in this Current Report on Form 8-K involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. EQM has based these forward-looking statements on current expectations and assumptions about future events. While EQM considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and are beyond EQM’s control. The risks and uncertainties that may affect the operations, performance and results of EQM’s business and forward-looking statements include, but are not limited to, those set forth under Item 1A, “Risk Factors” in the 2017 Form 10-K, as updated by Part II, Item 1A, “Risk Factors,” in the Q1 2018 Form 10-Q.

3

Any forward-looking statement speaks only as of the date on which such statement is made and EQM does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.

In reviewing any agreements incorporated by reference in or filed with this Current Report on Form 8-K, please remember that such agreements are included to provide information regarding the terms of such agreements and are not intended to provide any other factual or disclosure information about EQM. The agreements may contain representations and warranties by EQM, which should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties to such agreements should those statements prove to be inaccurate. The representations and warranties were made only as of the date of the relevant agreement or such other date or dates as may be specified in such agreement and are subject to more recent developments. Accordingly, these representations and warranties alone may not describe the actual state of affairs of EQM or its affiliates as of the date they were made or at any other time.

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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/ Robert J. McNally
		Robert J. McNally
		Senior Vice President and Chief Financial Officer
Date: June 20, 2018

5

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

·Registration Statement (Form S-3 No. 333-212362) of EQT Midstream Partners, LP pertaining to the registration of Common Units Representing Limited Partner Interests and Debt Securities,

·Registration Statement (Form S-8 No. 333-182460) pertaining to the EQT Midstream Services, LLC 2012 Long-Term Incentive Plan,

·Registration Statement (Form S-3 No. 333-205812) of EQT Midstream Partners, LP pertaining to the registration of Common Units Representing Limited Partner Interests; and

·Registration Statement (Form S-4 No. 333-225018) and related prospectus of EQT Midstream Partners, LP pertaining to the registration of Common Units Representing Limited Partner Interests to be issued in the merger of a subsidiary of EQT Midstream Partners, LP with Rice Midstream Partners LP;

of our report dated February 15, 2018, with respect to the consolidated financial statements of Rice Midstream Partners LP, which appears in this Current Report (Form 8-K) of EQT Midstream Partners, LP, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Pittsburgh, Pennsylvania

June 20, 2018

EX-99.1

Exhibit 99.1

Report of Independent Registered Public Accounting Firm

To the Unitholders of Rice Midstream Partners LP and the Board of Directors of Rice Midstream Management LLC

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Rice Midstream Partners LP (the Partnership) as of December 31, 2017 (Successor) and 2016 (Predecessor), and the related consolidated statements of operations, cash flows, and partners’ capital for the period from November 13, 2017 through December 31, 2017 (Successor), the period from January 1, 2017 through November 12, 2017 (Predecessor) and the years ended December 31, 2016 and 2015 (Predecessor) and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Partnership at December 31, 2017 (Successor) and 2016 (Predecessor), and the consolidated results of its operations and its cash flows for the period from November 13, 2017 through December 31, 2017 (Successor), the period from January 1, 2017 through November 12, 2017 (Predecessor) and the years ended December 31, 2016 and 2015 (Predecessor), in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 15, 2018 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We have served as the Partnership’s auditor since 2014.

Pittsburgh, Pennsylvania

February 15, 2018

1

Rice Midstream Partners LP

Consolidated Balance Sheets

	Successor		Predecessor
(in thousands)	December 31, 2017		December 31, 2016
Assets
Current assets:
Cash	$	10,538	$	21,834
Accounts receivable	12,246		8,758
Accounts receivable - affiliate	46,182		11,838
Prepaid expenses, deposits and other	1,327		64
Total current assets	70,293		42,494
Property and equipment, net	1,431,802		805,027
Deferred financing costs, net	—		12,591
Goodwill	1,346,918		494,580
Other assets	—		44,525
Total assets	$	2,849,013	$	1,399,217
Liabilities and partners’ capital
Current liabilities:
Accounts payable	4		4,172
Accrued capital expenditures	24,630		9,074
Other accrued liabilities	4,200		8,376
Total current liabilities	28,834		21,622
Long-term liabilities:
Revolving credit facility	286,000		190,000
Other long-term liabilities	9,360		5,189
Total liabilities	324,194		216,811
Partners’ capital:
Parent net equity	—		—
Common units (73,549,485 and 73,519,133 issued and outstanding at December 31, 2017 and 2016, respectively)	1,566,625		1,275,935
Subordinated units (28,753,623 issued and outstanding at December 31, 2017 and 2016)	612,454		(94,417		)
General Partner	345,740		888
Total partners’ capital	2,524,819		1,182,406
Total liabilities and partners’ capital	$	2,849,013	$	1,399,217

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

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Rice Midstream Partners LP

Consolidated Statements of Operations

	Successor			Predecessor
	Period from November 13, 2017 to			Period from  January 1, 2017 to			Years Ended December 31,
(in thousands, except per unit data)	December 31, 2017			November 12, 2017			2016			2015
Operating revenues:
Affiliate	$	44,134		$	203,642		$	152,260		$	93,668
Third-party	85			46,832			49,363			20,791
Total operating revenues	44,219			250,474			201,623			114,459
Operating expenses:
Operation and maintenance expense	7,182			33,768			24,608			14,910
General and administrative expense(1)	3,612			22,252			21,613			17,895
Incentive unit expense (2)	—			—			—			1,044
Depreciation expense	7,480			26,420			25,170			16,399
Acquisition costs	—			529			125			—
Amortization of intangible assets	—			1,413			1,634			1,632
Other expense	—			2,614			1,531			543
Total operating expenses	18,274			86,996			74,681			52,423
Operating income	25,945			163,478			126,942			62,036
Other income	15			56			78			11
Interest expense (3)	(826		)	(7,053		)	(3,931		)	(3,164		)
Amortization of deferred finance costs	—			(3,642		)	(1,479		)	(576		)
Income before income taxes	25,134			152,839			121,610			58,307
Income tax expense	—			—			—			(5,812		)
Net income	$	25,134		$	152,839		$	121,610		$	52,495
Calculation of limited partner interest in net income:
Net income	$	25,134		$	152,839		$	121,610		$	52,495
Less: Pre-acquisition net income allocated to general partner	—			—			—			7,296
Less: General partner interest in net income attributable to incentive distribution rights	1,599			6,182			1,428			—
Limited partner net income	$	23,535		$	146,657		$	120,182		$	45,199
Net income per limited partner:(4)
Common units (basic)	$	0.23		$	1.43		$	1.46		$	0.76
Common units (diluted)	$	0.23		$	1.43		$	1.45		$	0.76
Subordinated units	$	0.23		$	1.43		$	1.50		$	0.76

(1)In the Successor period, general and administrative expenses include charges from EQT of $2.9 million. For the Predecessor period from January 1, 2017 to November 12, 2017, and for the years ended December 31, 2016 and 2015, $19.4 million, $16.6 million and $11.9 million of general and administrative expenses include charges from Rice Energy Inc. (Rice Energy), respectively.

(2)Incentive unit expense for the year ended December 31, 2015 was allocated from Rice Energy.

(3)Interest expense includes charges from Rice Energy of $0.8 million for the year ended December 31, 2015.

(4)Net income per limited partner unit does not include results attributable to the Pennsylvania and Ohio fresh water services assets (Water Assets) prior to their acquisition as those results are not attributable to limited partners of the Partnership.

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

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Rice Midstream Partners LP

Consolidated Statements of Cash Flows

	Successor			Predecessor
	Period from  November 13, 2017			Period from January 1, 2017 to			Years Ended December 31,
(in thousands)	to December 31, 2017			November 12, 2017			2016			2015
Cash flows from operating activities:
Net income	$	25,134		$	152,839		$	121,610		$	52,495
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense	7,480			26,420			25,170			16,399
Amortization of intangibles	—			1,413			1,634			1,632
Amortization of deferred finance costs	—			3,642			1,479			576
Incentive unit expense	—			—			—			1,044
Equity compensation expense	17			497			2,854			4,501
Deferred income tax expense	—			—			—			1,388
Changes in operating assets and liabilities:
Accounts receivable	(7,283		)	(30,540		)	(4,232		)	(14,174		)
Prepaid expenses and other	176			(1,400		)	37			2
Accounts payable	(2,327		)	1,751			373			(478		)
Accrued liabilities	(767		)	(3,811		)	5,192			6,621
Net cash provided by operating activities	22,430			150,811			154,117			70,006
Cash flows from investing activities:
Capital expenditures	(34,553		)	(123,767		)	(121,087		)	(248,463		)
Acquisition of Water Assets	—			—			—			(131,528		)
Acquisition of Vantage Midstream Assets	—			—			(600,000		)	—
Other acquisitions	—			(7,654		)	—			—
Net cash used in investing activities	(34,553		)	(131,421		)	(721,087		)	(379,991		)
Cash flows from financing activities:
Purchase price in excess of related party net assets	—			—			—			(68,470		)
Proceeds from borrowings	20,000			76,000			233,000			313,000
Repayments of borrowings	—			—			(186,000		)	(170,000		)
Costs related to initial public offering	—			—			—			(129		)
Common units issuance, net of offering costs	—			—			620,330			171,902
Additions to deferred financing costs	—			(81		)	(11,801		)	3
Contributions from parent, net	—			—			39			78,480
Distributions paid to GP Holdings	(10,041		)	(26,218		)	(25,473		)	(17,021		)
Distributions paid to common unitholders	—			(78,223		)	(46,239		)	(17,017		)
Employee tax withholding for settlement of phantom unit award vestings	—			—			(2,649		)	—
Net cash provided by (used in) financing activities	9,959			(28,522		)	581,207			290,748
Net (decrease) increase in cash	(2,164		)	(9,132		)	14,237			(19,237		)
Cash at the beginning of the period	12,702			21,834			7,597			26,834
Cash at the end of the period	$	10,538		$	12,702		$	21,834		$	7,597

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Rice Midstream Partners LP

Consolidated Statements of Cash Flows - (Continued)

	Successor		Predecessor
	Period from  November 13, 2017		Period from  January 1, 2017 to		Years Ended December 31,
(in thousands)	to December 31, 2017		November 12, 2017		2016		2015
Supplemental disclosure of cash flow information:
Cash paid for interest	$	1,836	$	7,331	$	2,652	$	3,146
Capital expenditures financed by accounts payable	4		15,197		2,239		—
Noncash elimination of deferred tax liabilities for the Water Assets	—		—		—		7,715

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

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Rice Midstream Partners LP

Consolidated Statements of Partners’ Capital

	Parent Net			Limited Partners						General
(in thousands)	Equity			Common			Subordinated			Partner			Total
Predecessor
Balance at January 1, 2015	$	36,594		$	442,451		$	(49,101	)	$	—		$	429,944
Contribution from parent, net	78,480			—			—			—			78,480
Incentive compensation expense	1,044			—			—			—			1,044
Equity compensation expense	399			4,020			—			—			4,419
Offering costs related to the initial public offering	—			(129		)	—			—			(129		)
Distributions to unitholders	—			(17,019		)	(17,019		)	—			(34,038		)
Issuance of common units, net of offering costs	—			171,902			—			—			171,902
Elimination of current and deferred tax liabilities	7,715			—			—			—			7,715
Pre-acquisition net income allocated to general partner	7,296			—			—			—			7,296
Water Assets from Rice Energy	(131,528		)	—			—			—			(131,528		)
Purchase price in excess of net assets from Rice Energy	—			(8		)	(68,462		)	—			(68,470		)
Net income	—			23,340			21,859			—			45,199
Balance at December 31 2015	$	—		$	624,557		$	(112,723	)	$	—		$	511,834
Contributions from parent, net	—			—			39			—			39
Equity compensation expense	—			306			—			—			306
Distributions to unitholders	—			(46,243		)	(24,930		)	(540		)	(71,713		)
Issuance of common units to public, net of offering costs	—			620,330			—			—			620,330
Net income	—			76,985			43,197			1,428			121,610
Balance at December 31, 2016	$	—		$	1,275,935		$	(94,417	)	$	888		$	1,182,406
Equity compensation expense	—			497			—			—			497
Distributions to unitholders	—			(78,227		)	(30,588		)	(5,667		)	(114,482		)
Net income	—			105,432			41,225			6,182			152,839
Balance at November 12, 2017	$	—		$	1,303,637		$	(83,780	)	$	1,403		$	1,221,260
Successor
Balance at November 13, 2017	—			1,549,688			605,839			344,141			2,499,668
Equity compensation expense	—			17			—			—			17
Net income	—			16,920			6,615			1,599			25,134
Balance, December 31, 2017	$	—		$	1,566,625		$	612,454		$	345,740		$	2,524,819

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

6

Rice Midstream Partners LP

Notes to Consolidated Financial Statements

1.Summary of Significant Accounting Policies and Related Matters

Organization and Basis of Presentation

Rice Midstream Partners LP (Rice Midstream Partners or the Partnership) is a growth-oriented Delaware limited partnership formed by Rice Energy Inc. (Rice Energy) in August 2014. On November 13, 2017 (the Merger Date), EQT Corporation (EQT) acquired Rice Energy pursuant to the Agreement and Plan of Merger, dated as of June 19, 2017 (as amended, the Merger Agreement), by and among EQT, Rice Energy and an indirect, wholly-owned subsidiary of EQT. Pursuant to the Merger Agreement, Rice Energy ultimately, through a series of mergers (the Mergers), merged with and into an indirect, wholly-owned subsidiary of EQT that continued as the surviving entity.

The Mergers resulted in EQT gaining control of Rice Midstream Management LLC (Midstream Management), the general partner of the Partnership. As a result of this change in control, the Partnership became a consolidated subsidiary of EQT. EQT’s acquisition of Midstream Management was accounted for using the acquisition method, which required the assets and liabilities acquired to be recorded at fair value with any excess purchase price recognized as goodwill. The Partnership elected to apply pushdown accounting and thus has reflected its assets and liabilities, including goodwill, at the fair values estimated by EQT on the Merger Date with the related adjustment to the Partnership’s net assets recorded in equity. As a result, the Partnership’s consolidated financial statements and certain footnote disclosures are presented in two distinct periods to indicate the application of two different bases of accounting between the periods presented. The periods prior to the Mergers are identified as Predecessor and the period after the Mergers is identified as Successor.

As a result of the Mergers, EQT became the indirect parent of Midstream Management and acquired beneficial ownership of 3,623 common units representing limited partner interests, 28,753,623 subordinated units representing limited partner interests and all incentive distribution rights of the Partnership, all of which are held by Rice Midstream GP Holdings LP (GP Holdings), an indirect, wholly-owned subsidiary of EQT. Please see Note 2 for further information regarding the Mergers.

On September 26, 2016, the Partnership entered into a Purchase and Sale Agreement (as amended, the Midstream Purchase Agreement), by and between the Partnership and Rice Energy relating to its acquisition from Rice Energy of the entities owning the midstream assets (the Vantage Midstream Asset Acquisition) associated with Rice Energy’s acquisition of Vantage Energy, LLC and Vantage Energy II, LLC (collectively, Vantage) and their subsidiaries (the Vantage Acquisition). Pursuant to the terms of the Midstream Purchase Agreement, and following the closing of the Vantage Acquisition, on October 19, 2016, the Partnership acquired from Rice Energy all of the outstanding membership interests of Vantage Energy II Access, LLC and Vista Gathering, LLC (collectively, the Vantage Midstream Entities). The Partnership’s acquisition of the Vantage Midstream Entities from Rice Energy is accounted for as a combination of entities under common control at historical cost. As the Vantage Midstream Asset Acquisition occurred concurrently with the Vantage Acquisition, no predecessor period existed which would warrant retrospective recast of our financial statements. See Note 2 for further detail regarding the Vantage Midstream Asset Acquisition.

On November 4, 2015, the Partnership entered into a Purchase and Sale Agreement (the Purchase Agreement), by and between the Partnership and Rice Energy. Pursuant to the terms of the Purchase Agreement, the Partnership acquired all of the outstanding limited liability company interests of Rice Water Services (PA) LLC and Rice Water Services (OH) LLC, two wholly-owned indirect subsidiaries of EQT (following EQT’s acquisition of Rice Energy) that own and operate a portion of EQT’s water services business. The acquired business includes Pennsylvania and Ohio fresh water distribution systems and related facilities that provide access to fresh water from the Monongahela River, the Ohio River and other regional water sources in Pennsylvania and Ohio (the Water Assets). Certain subsidiaries of EQT have also granted the Partnership, until December 31, 2025, (i) the exclusive right to develop water treatment facilities in the areas of dedication defined in the amended and restated water services agreements (the Water Services Agreement) and (ii) an option to purchase any water treatment facilities acquired by such subsidiaries in those areas at the applicable acquisition cost (collectively, the Option). The acquisition was accounted for as a combination of entities under common control, and as such, the Partnership’s consolidated financial statements have been retrospectively recast for all periods prior to November 1, 2015, the effective date of acquisition of the Water Assets, to include the historical results of the Water Assets.

The Partnership does not have any employees. Prior to the completion of the Mergers, operational support for the Partnership was provided by Rice Energy, and employees of Rice Energy managed and conducted the Partnership’s daily business operations. Following the Mergers, operational support for the Partnership is provided by EQT and certain of its subsidiaries, whose employees manage and conduct the Partnership’s daily business operations.

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The Partnership’s cost of doing business incurred by Rice Energy and EQT in the Predecessor and Successor periods, respectively, on behalf of the Partnership have been reflected in the accompanying consolidated financial statements. These costs include general and administrative expenses allocated by Rice Energy and EQT to the Partnership in exchange for:

·business services, such as payroll, accounts payable and facilities management;

·corporate services, such as finance and accounting, legal, human resources and public and regulatory policy; and

·employee compensation.

Nature of Business

The Partnership is a fee-based, growth-oriented limited partnership formed by Rice Energy to own, operate, develop and acquire midstream assets in the Appalachian Basin. As of December 31, 2017, the Partnership provides midstream services to EQT and third parties within three counties in the Appalachian Basin through two primary segments: the gathering and compression segment and the water services segment.

Gathering and compression segment. The Partnership’s gathering assets consist of a high-pressure dry gas gathering system and associated compression in Washington and Greene Counties, Pennsylvania. The Partnership provides gathering and compression services under long-term, fixed price per unit contracts to EQT and third parties.

Water services segment. The Partnership’s water services assets consist of water pipelines, impoundment facilities, pumping stations, take point facilities and measurement facilities which are used to support well completion activities and to collect and recycle or dispose of flowback and produced water for EQT and third parties in Washington and Greene Counties, Pennsylvania and Belmont County, Ohio. The Partnership provides water services under long-term, fee-based contracts to EQT and third parties.

Principles of Consolidation

The consolidated financial statements of the Partnership have been prepared in accordance with accounting principles generally accepted in the United States (GAAP). The consolidated financial statements include the accounts of the Partnership and its subsidiaries. All intercompany transactions have been eliminated in consolidation. Transactions between the Partnership and Rice Energy in the Predecessor period and between the Partnership and EQT in the Successor period have been identified in the consolidated financial statements as transactions between affiliates and are discussed in further detail in Note 9.

Use of Estimates

The Partnership prepares its consolidated financial statements in conformity with GAAP, which require 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.

Risks and Uncertainties

The Partnership relies on revenues generated from its gathering and water services assets, all of which are located in three counties within the Appalachian Basin. As a result of this concentration, the Partnership may be disproportionately exposed to the impact of regional supply and demand factors, delays or interruptions of production from wells in this area. Additionally, following the consummation of the Mergers, the Partnership is substantially dependent on EQT as its most significant customer, as EQT combined with Rice Energy for the period prior to the Mergers, represented substantially all of the Partnership’s gathering and compression revenues and 96% of the Partnership’s water revenues for the year ended December 31, 2017. The Partnership expects to derive a substantial majority of its revenues from EQT for the foreseeable future. As a result, any event, whether in the Partnership’s dedicated areas or otherwise, that adversely affects EQT’s production, drilling and completion schedule, financial condition, leverage, market reputation, liquidity, results of operations or cash flows may adversely affect its revenues and cash available for distribution.

The Partnership manages the credit risk of sales to third parties by limiting dealings to those third parties meeting specified criteria for credit and liquidity strength and by actively monitoring these accounts. The Partnership may request a letter of credit, guarantee, performance bond or other credit enhancement from a third party in order for that third party to meet the Partnership’s credit criteria. The Partnership did not experience any significant defaults on accounts receivable for the years ended December 31, 2017, 2016 and 2015.

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Revenue Recognition

Gathering, compression and water service revenues are recognized in the period service is provided. The revenue the Partnership recognizes from gathering and compression services is generally directly related to the volume of natural gas that flows through its systems and revenue the Partnership recognizes from water services is generally directly related to the volume of water that is delivered, recycled or disposed.

Cash

The Partnership maintains cash at financial institutions which may at times exceed federally insured amounts and which may at times exceed consolidated balance sheet amounts due to outstanding checks. The Partnership has no accounts that are considered cash equivalents.

Accounts Receivable

Accounts receivable are stated at their historical carrying amount. The Partnership extends credit to parties in the normal course of business based upon management’s assessment of their creditworthiness. An allowance is provided for those accounts for which collection is estimated as doubtful; uncollectible accounts are written off and charged against the allowance. In estimating the allowance, management considers, among other things, how recently and how frequently payments have been received and the financial position of the party. There was no allowance recorded for any of the years presented in the consolidated financial statements.

Asset Retirement Obligations

The Partnership is under no legal or contractual obligation to restore or dismantle its gathering pipelines or compression facilities upon abandonment. Additionally, the Partnership operates and maintains its gathering systems and it intends to do so as long as supply and demand for natural gas exists, which the Partnership expects for the foreseeable future. Therefore, asset retirement obligations are generally not required for gathering systems as the Partnership believes that these assets have indeterminate useful lives, if properly maintained. Absent the lack of legal or contractual obligations, the Partnership is not able to make a reasonable estimate of when future dismantlement and removal dates of gathering systems may occur. The asset retirement obligations recorded in the consolidated balance sheets primarily relate to its water services assets. The Partnership records a liability for such asset retirement obligations and capitalizes a corresponding amount for asset retirement costs. The liability is estimated using the present value of expected future cash flows, adjusted for inflation and discounted at the Partnership’s credit adjusted risk-free rate. The current portion of asset retirement obligations is recorded in other accrued liabilities on the consolidated balance sheets.

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A reconciliation of the beginning and ending aggregate carrying amount of asset retirement obligations for the years ended December 31, 2017 and 2016 is as follows:

(in thousands)
Predecessor
Balance at December 31, 2015	$	3,048
Liabilities incurred	46
Liabilities assumed in Vantage Midstream Asset Acquisition	2,452
Liabilities settled	(46		)
Accretion expense	290
Balance at December 31, 2016	$	5,790
Liabilities incurred	384
Liabilities settled	(88		)
Accretion expense	393
Revisions in estimated liabilities	351
Balance at November 12, 2017	$	6,830
Successor
Revisions in estimated liabilities (1)	2,489
Balance at November 13, 2017	9,319
Liabilities settled	(20		)
Accretion expense	22
Balance at December 31, 2017	$	9,321

(1)Revisions in estimated liabilities reflect changes in assumptions associated with retirement costs and/or the estimated timing of settling retirement obligations. These revisions were recorded as an opening balance sheet adjustment at the Merger Date.

Interest

The Partnership capitalizes interest on expenditures for significant capital projects while activities are in progress to bring the assets to their intended use. Upon completion of construction of the asset, the associated capitalized interest costs are included within the Partnership’s asset base and depreciated accordingly. The following table summarizes the components of the Partnership’s interest incurred for the respective periods.

	Successor		Predecessor
	Period from November 13, 2017		Period from January 1, 2017 to		Years Ended December 31,
(in thousands)	to December 31, 2017		November 12, 2017		2016		2015
Interest incurred:
Interest expensed	$	826	$	7,053	$	3,931	$	3,164
Interest capitalized	605		594		175		222
Total incurred	$	1,431	$	7,647	$	4,106	$	3,386

Property and Equipment

In the Predecessor period, property and equipment was recorded at cost and was being depreciated over the estimated useful life of assets on a straight-line basis. Gathering pipelines and compressor stations were depreciated over a useful life of 60 years. Water pipelines, pumping stations and impoundment facilities were depreciated over a useful life of 10 to 15 years. In the Successor period, property and equipment is recorded at cost and is being depreciated using composite rates on a straight-line basis over the estimated useful lives of the assets. The overall rate of depreciation for the Successor period ended December 31, 2017 was approximately 3.7%. Effective as of the Merger Date, the Partnership estimates gathering pipelines to have useful lives ranging from 20 years to 65 years, compression equipment to have useful lives ranging from 20 years to 50 years and water equipment to have useful lives ranging from 10 to 15 years. As circumstances warrant, depreciation rates are reviewed to determine if any changes in the underlying assumptions are necessary.

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The following table provides detail of property and equipment presented in the consolidated balance sheets at December 31, 2017 and 2016.

(in thousands)	As of December 31, 2017			As of December 31, 2016
Natural gas gathering assets	$	1,138,581		$	675,830
Natural gas gathering assets in progress	101,154			3,780
Accumulated depreciation	(4,020		)	(21,615		)
Natural gas gathering assets, net	1,235,715			657,995
Water service assets	176,209			165,482
Water service assets in progress	17,616			4,060
Accumulated depreciation	(3,363		)	(24,981		)
Water service assets, net	190,462			144,561
Other property and equipment, net	5,625			2,471
Property and equipment, net	$	1,431,802		$	805,027

Whenever events or changes in circumstances indicate that the carrying amount of long-lived assets may not be recoverable, the Partnership 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. If the carrying value exceeds the sum of the assets’ undiscounted cash flows, the Partnership estimates an impairment loss equal to the difference between the carrying value and fair value of the assets.

Goodwill

Goodwill is the total consideration of an acquisition less the fair value of the identifiable net assets of the acquired business, including identifiable intangible assets. The Partnership evaluates goodwill for impairment at least annually during the fourth quarter, or whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. A reporting unit is an operating segment or a component of an operating segment for which discrete financial information is available and reviewed by management on a regular basis. The Partnership identifies its operations within two reporting units: (i) PA Gathering, and (ii) Water Services (which had not been ascribed goodwill). During the first quarter of 2017, the Partnership adopted Accounting Standards Update (ASU) 2017-04, “Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” This ASU eliminates Step 2 from the goodwill impairment test which previously required measurement of any goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Under ASU 2017-04, the Partnership compares the fair value of its reporting units with its carrying value amount and recognizes an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, without exceeding the total amount of goodwill allocated to that reporting unit.

The Partnership may first consider qualitative factors to assess whether there are indicators that it is more likely than not that the fair value of a reporting unit may not exceed its carrying amount. To the extent that such indicators exist, the Partnership would complete a quantitative goodwill impairment test. The Partnership may also perform a quantitative goodwill impairment test at its discretion without performing the qualitative assessment. If the carrying value of the goodwill of a reporting unit exceeds its fair value, the difference is recognized as an impairment charge.

The Partnership’s fourth quarter 2017 annual test, which was performed in the Predecessor period, included the assessment of factors to determine whether it was more likely than not that the fair value of each reporting unit was less than its carrying value. Due to the reduction in its unit price following the announcement of the Mergers, the Partnership concluded that it would bypass a qualitative assessment and proceed directly to a quantitative impairment assessment for purposes of its annual test. The Partnership used a combination of the income approach and market approach to estimate the fair value of the reporting unit. For purposes of the income approach, the Partnership employed the discounted cash flow method, which used significant inputs not observable on the public market (Level 3), to determine fair value on the present value of estimated future cash flows, discounted at a risk-adjusted rate. The income approach included the Partnership’s estimates and assumptions related to future throughput volumes, operating revenues, operating costs, capital spending and changes in working capital. In addition, the Partnership employed the guideline public company method and the market capitalization method within the market approach to determine the fair value of the reporting units. The guideline public company method considers market multiples derived from market prices of publicly traded stocks of companies engaged in similar lines of business as the Partnership’s reporting units. The market capitalization method uses the Partnership’s stock price to derive fair value. From a market capitalization standpoint,

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the Partnership utilized a 30-day volume weighted average price look-back as of its annual assessment date. Estimating the fair value of the reporting units requires considerable judgment and determining fair value is sensitive to changes in assumptions impacting management’s estimates of the future financial results of the reporting units. Although the Partnership believes the estimates and assumptions used in estimating the fair value of its reporting units are reasonable and appropriate, different assumptions and estimates could materially impact the calculated fair value of the reporting units. Additionally, actual future results could differ from its current estimates and assumptions. As a result of the Partnership’s annual impairment test, it determined that the fair value of the reporting units exceeded its carrying value under each approach, both individually and on a weighted basis.

The Partnership completed an assessment of qualitative factors in the Successor period to determine whether it was more likely than not that the fair value of each reporting unit was less than its carrying value. The qualitative assessment encompassed a review of events and circumstances specific to the reporting unit with goodwill, as well as circumstances specific to the entity as a whole. Some of the factors considered in the Partnership’s qualitative assessment included macroeconomic conditions, industry and market conditions, cost factors affecting the business and performance of the Partnership’s unit price. In considering the totality of the qualitative factors assessed, based on the weight of evidence, circumstances did not exist that would indicate it was more likely than not that goodwill was impaired in the Successor period.

Changes in the value of goodwill during the years ended December 31, 2017 and 2016, all of which resides within the Partnership’s gathering and compression segment, are detailed below.

(in thousands)	Goodwill
Predecessor
Balance, December 31, 2015	$	39,142
Additions	455,438
Balance, December 31, 2016	$	494,580
Additions	—
Balance, November 12, 2017	$	494,580
Successor
Additional goodwill related to pushdown accounting, net of previously recognized (1)	852,338
Balance, December 31, 2017	$	1,346,918

(1)The Partnership has recorded goodwill as the excess of the estimated enterprise value over the sum of the fair value amounts allocated to the Partnership’s assets and liabilities. Goodwill was allocated to the value attributed to additional growth opportunities, synergies and operating leverage within the Partnership’s gathering and compression segment. See Note 2 for further information.

Intangible Assets

In the Predecessor period, the Partnership’s intangible assets were primarily comprised of customer contracts with EQT that were acquired as part of an April 2014 acquisition of certain gas gathering assets in Washington and Greene Counties, Pennsylvania. These intangible assets were valued based upon the estimated fair value of the assets at the acquisition date. The customer contracts were assigned a useful life of 30 years and amortized on a straight-line basis. At the Merger Date, the intangible assets that were related to customer contracts with EQT were eliminated through the application of pushdown accounting.

Segment Reporting

Business segments are components of the Partnership for which separate financial information is produced internally and are subject to evaluation by the Partnership’s chief operating decision maker in deciding how to allocate resources. The Partnership reports its operations in two segments: (i) gathering and compression and (ii) water services, which reflect its lines of business. Business segments are evaluated for their contribution to the Partnership’s consolidated results based on operating income. All of the Partnership’s operating revenues, income from operations and assets are located in the United States. See Note 10 for additional information regarding segment reporting.

Net Income per Limited Partner Unit

The Partnership’s net income is allocated to the limited partners, including subordinated unitholders, in accordance with their respective ownership percentages, and when applicable, giving effect to the incentive distribution rights held by GP Holdings. Basic and diluted net income per limited partner unit is calculated by dividing limited partners’ interest in net income,

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less general partner incentive distributions and pre-acquisition net income attributable to the general partner, by the weighted average number of outstanding limited partner units during the period.

We compute earnings per unit using the two-class method for master limited partnerships. Under the two-class method, earnings per unit is calculated as if all of the earnings for the period were distributed under the terms of the Partnership’s partnership agreement, regardless of whether the general partner has discretion over the amount of distributions to be made in any particular period, whether those earnings would actually be distributed during a particular period from an economic or practical perspective, or whether the general partner has other legal or contractual limitations on its ability to pay distributions that would prevent it from distributing all of the earnings for a particular period.

We calculate net income available to limited partners based on the distributions pertaining to the current period’s net income. The allocation of undistributed earnings, or net income in excess of distributions, to the incentive distribution rights is limited to cash available for distribution for the period. The Partnership’s net income allocable to the limited partners is allocated between common and subordinated unitholders by applying the provisions of the Partnership’s partnership agreement under the two-class method that govern actual cash distributions as if all earnings for the period had been distributed. Any common units issued during the period are included on a weighted-average basis for the days in which they were outstanding. Net income attributable to the Water Assets for the periods prior to their acquisition was not allocated to the limited partners for purposes of calculating net income per limited partner unit as these results are not attributable to limited partners of the Partnership.

Diluted net income per limited partner unit reflects the potential dilution that could occur if securities or agreements to issue common units, such as awards under the Rice Midstream Partners LP 2014 Long Term Incentive Plan (the LTIP), were exercised, settled or converted into common units. When it is determined that potential common units should be included in diluted net income per limited partner unit calculation, the impact is reflected by applying the treasury stock method.

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, “Revenue from Contracts with Customers.” The standard requires an entity to recognize revenue in a manner that depicts the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers - Deferral of the Effective Date” which approved a one year deferral of ASU 2014-09 to annual reporting periods beginning after December 15, 2017. During the third quarter of 2017, the Partnership substantially completed its detailed review of the impact of the standard on each of its contracts. The Partnership adopted the ASUs using the modified retrospective method of adoption on January 1, 2018 and did not record an adjustment to equity. The Partnership does not expect the standard to have a significant impact on net income in 2018. Additional disclosures will be required to describe the nature, amount, timing and uncertainty of revenue and cash flows from contracts with customers including disaggregation of revenue and remaining performance obligations. The Partnership implemented processes and controls to ensure new contracts are reviewed for the appropriate accounting treatment and to generate the disclosures required under the new standard in the first quarter of 2018.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” which requires, among other things, that lessees recognize the following for all leases (with the exception of short-term leases) at the commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2018. The Partnership continues to evaluate its agreements to assess the impact of the new guidance on its financial statements.

In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.” ASU 2016-09 affects entities that issue share-based payment awards to their employees. ASU 2016-09 is designed to simplify several aspects of accounting for share-based payment award transactions, including: (i) income tax consequences, (ii) classification of awards as either equity or liabilities, (iii) classification on the statement of cash flows and (iv) forfeiture rate calculations. The Partnership adopted ASU 2016-09 on January 1, 2017 and determined that the standard did not have a material impact on the consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business,” which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. This standard is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Partnership adopted this ASU on January 1, 2017, and has determined that the new ASU could potentially have a material impact on future consolidated financial statements for acquisitions that are not considered to be businesses.

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In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test of Goodwill Impairment.” ASU 2017-04 simplifies the quantitative goodwill impairment test requirements by eliminating the requirement to calculate the implied fair value of goodwill (Step 2 of the current goodwill impairment test). Instead, a partnership would record an impairment charge based on the excess of a reporting unit’s carrying value over its fair value (measured in Step 1 of the current goodwill impairment test). This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and early adoption is permitted. Entities will apply the standard’s provisions prospectively. The Partnership adopted ASU 2017-04 on January 1, 2017 and determined that this standard will not have a material quantitative effect on the financial statements in the future, unless an impairment charge is necessary.

In May 2017, the FASB issued ASU 2017-09, “Stock Compensation (Topic 718): Scope of Modification Accounting”. ASU 2017-09 clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017, with early adoption permitted. The Partnership is currently evaluating the impact that this guidance will have on its consolidated financial statements.

Subsequent Events

The Partnership has evaluated subsequent events through the date of the financial statement issuance.

2.Mergers and Acquisitions

Rice Energy’s Merger with EQT

EQT performed a preliminary valuation of the fair value of the Partnership’s assets and liabilities as of the Merger Date. The fair value of the Partnership’s current assets and current liabilities were assumed to approximate their carrying values. The estimated fair value of the Partnership’s long-lived tangible assets was determined utilizing observable market inputs where available or estimated replacement cost adjusted for a usage or obsolescence factor. The estimated fair value of the Partnership’s long-term liabilities was determined utilizing observable market inputs where available or estimated based on their current carrying values. The Partnership has recorded goodwill as the excess of the estimated enterprise value over the sum of the fair value amounts allocated to the Partnership’s assets and liabilities. Goodwill was allocated to the value attributed to additional growth opportunities, synergies and operating leverage within the Partnership’s gathering and compression segment.

The following table summarizes the preliminary allocation of the fair value of the assets and liabilities of the Partnership as of the Merger Date through pushdown accounting from EQT. The preliminary allocation to certain assets and/or liabilities may be adjusted by material amounts as EQT continues to finalize the fair value estimates. Certain data necessary to complete the purchase price allocation is not yet available, including, but is not limited to, final appraisals of assets acquired and liabilities assumed. EQT expects to complete the purchase price allocation once it has received all of the necessary information, at which time the value of the assets and liabilities will be revised as appropriate.

(in thousands)	At November 13, 2017
Estimated Value of RMP	$	2,499,668
Estimated Fair Value of Assets Acquired and Liabilities Assumed:
Current assets	$	65,300
Property and equipment, net	1,419,077
Other non-current assets	47
Current liabilities	(56,351		)
Revolving credit facility	(266,000		)
Other non-current liabilities	(9,323		)
Total estimated fair value of assets acquired and liabilities assumed	$	1,152,750
Goodwill	$	1,346,918

Vantage Acquisition

On September 26, 2016, the Partnership entered into the Midstream Purchase Agreement. Pursuant to the terms of the Midstream Purchase Agreement, and following the closing of the Vantage Acquisition, on October 19, 2016, the Partnership acquired from Rice Energy all of the outstanding membership interests of the Vantage Midstream Entities. The Vantage

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Midstream Entities own midstream assets, including approximately 30 miles of dry gas gathering and compression assets and water assets. In consideration for the acquisition of the Vantage Midstream Asset Acquisition, the Partnership paid Rice Energy $600 million in aggregate consideration, which the Partnership paid in cash with the net proceeds of its private placement of common units (the 2016 Private Placement) of $441 million and borrowings under its revolving credit facility (defined in Note 3) of $159 million. The purchase price allocation ascribed approximately $144.6 million to property and equipment, $0.4 million in net working capital, and $455 million to goodwill.

The Partnership’s acquisition of the Vantage Midstream Entities from Rice Energy was accounted for as a combination of entities under common control at historical cost. As the Vantage Midstream Asset Acquisition occurred concurrently with the Vantage Acquisition, no predecessor period existed which would warrant retrospective recast of the Partnership’s financial statements.

The purchase price allocation was performed by Rice Energy. The fair values of the assets acquired were determined using various valuation techniques, including the cost approach. The assumed purchase price and fair values were prepared with the assistance of external specialists, and represented Rice Energy’s best estimate of the fair values of the assets acquired. Goodwill was allocated to the value attributed to additional growth opportunities, synergies and operating leverage within the Partnership’s gathering and compression segment as of December 31, 2016.

Post-Acquisition Operating Results

The Vantage Midstream Entities contributed the following to the Partnership’s consolidated operating results for the period from November 13, 2017 to December 31, 2017, for the period from January 1, 2017 to November 12, 2017 and for the period from October 19, 2016 to December 31, 2016.

	Successor		Predecessor
	Period from		Period from		Period from
(in thousands)	November 13, 2017 to December 31, 2017		January 1, 2017 to November 12, 2017		October 19. 2016 to December 31, 2016
Operating revenues	$	6,529	$	51,190	$	8,571
Net income	$	5,412	$	38,200	$	4,303

Pro Forma Information

The following unaudited pro forma combined financial information presents the Partnership’s results as though the acquisition of the Vantage Midstream Entities and the 2016 Private Placement had been completed at January 1, 2015.

	Predecessor
	Year Ended December 31,
(in thousands, except per unit data)	2016		2015
Operating revenues	$	253,817	$	156,944
Limited partner net income	$	150,846	$	67,199
Earnings per common unit (basic)	$	1.54	$	0.84
Earnings per common unit (diluted)	$	1.54	$	0.83
Earnings per subordinated units	$	1.55	$	0.84

3.Revolving Credit Facility

On December 22, 2014, Rice Midstream OpCo LLC, the Partnership’s wholly-owned subsidiary (Rice Midstream OpCo), entered into a revolving credit agreement (as amended, the Revolving Credit Facility) with Wells Fargo Bank, N.A., as administrative agent, and a syndicate of lenders.

As of December 31, 2017, the Revolving Credit Facility provided for lender commitments of $850 million, with an additional $200 million of commitments available under an accordion feature, subject to lender approval. As of December 31, 2017, Rice Midstream OpCo had $286 million of borrowings and $1 million of letters of credit outstanding under this facility, resulting in availability of $563 million. The average daily outstanding balance of the credit facility was approximately $216 million and interest was incurred on the facility at a weighted average annual interest rate of 3.1% during 2017. The Revolving

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Credit Facility is available to fund working capital requirements and capital expenditures, to purchase assets, to pay distributions, to repurchase units and for general partnership purposes. The Revolving Credit Facility matures on December 22, 2019.

Principal amounts borrowed are payable on the maturity date, and interest is payable quarterly for base rate loans and at the end of the applicable interest period for Eurodollar loans. Rice Midstream OpCo may elect to borrow in Eurodollars or at the base rate. Eurodollar loans bear interest at a rate per annum equal to the applicable LIBOR Rate plus an applicable margin ranging from 200 to 300 basis points, depending on the leverage ratio in effect from time to time, and base rate loans bear interest at a rate per annum equal to the greatest of (i) the agent bank’s reference rate, (ii) the federal funds effective rate plus 50 basis points and (iii) the rate for one month Eurodollar loans plus 100 basis points, plus an applicable margin ranging from 100 to 200 basis points, depending on the leverage ratio in effect from time to time. The carrying amount of the Revolving Credit Facility is comprised of borrowings for which interest accrues under a fluctuating interest rate structure. Accordingly, the carrying value approximates fair value as of December 31, 2017 and represents a Level 2 measurement. Rice Midstream OpCo also pays a commitment fee based on the undrawn commitment amount ranging from 37.5 to 50 basis points.

The Revolving Credit Facility is secured by mortgages and other security interests on substantially all of its properties and is guaranteed by the Partnership and its restricted subsidiaries. The Revolving Credit Facility limits the Partnership’s ability to, among other things, incur or guarantee additional debt; redeem or repurchase units or make distributions under certain circumstances; make certain investments and acquisitions; incur certain liens or permit them to exist; enter into certain types of transactions with affiliates; merge or consolidate with another company; and transfer, sell or otherwise dispose of assets.

The Revolving Credit Facility also requires the Partnership to maintain the following financial ratios:

·an interest coverage ratio, which is the ratio of the Partnership’s consolidated EBITDA (as defined within the Revolving Credit Facility) to its consolidated current interest expense of at least 2.50 to 1.0 at the end of each fiscal quarter;

·a consolidated total leverage ratio, which is the ratio of consolidated debt to consolidated EBITDA, of not more than 4.75 to 1.0, and after electing to issue senior unsecured notes, a consolidated total leverage ratio of not more than 5.25 to 1.0, and, in each case, with certain increases in the permitted total leverage ratio following the completion of a material acquisition; and

·if the Partnership elects to issue senior unsecured notes, a consolidated senior secured leverage ratio, which is the ratio of consolidated senior secured debt to consolidated EBITDA, of not more than 3.50 to 1.0.

The Partnership was in compliance with such covenants and ratios as of December 31, 2017.

4.Commitments and Contingencies

Litigation

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

The Partnership 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 Partnership has established procedures for ongoing evaluation of its operations to identify potential environmental exposures and assure compliance with regulatory requirements. The estimated costs associated with identified situations that require remedial action are accrued. 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.

16

Lease Obligations

The Partnership has lease obligations for compression equipment under existing contracts with third parties. Rent expense included in operation and maintenance expense for the periods from November 13, 2017 to December 31, 2017 and from January 1, 2017 to November 12, 2017, and the years ended December 31, 2016 and 2015 was $0.3 million, $1.2 million, $1.6 million and $1.7 million, respectively. Future payments for this equipment as of December 31, 2017 totaled $3.6 million (2018: $1.2 million; 2019: $1.2 million; 2020: $0.6 million; 2021: $0.3 million; and 2022: $0.3 million).

5.Partners’ Capital

The following table presents the Partnership’s common and subordinated units issued from January 1, 2016 through December 31, 2017:

	Limited Partners			GP Holdings
	Common	Subordinated	Total	Ownership %
Balance, January 1, 2016	42,163,749	28,753,623	70,917,372	41	%
Equity offering in June 2016	9,200,000	—	9,200,000
Equity offering in October 2016	20,930,233	—	20,930,233
Common units issued under at the market program (1)	944,700	—	944,700
Vested phantom units, net	280,451	—	280,451
Balance, December 31, 2016	73,519,133	28,753,623	102,272,756	28	%
Vested phantom units, net(2)	30,352	—	30,352	—	%
Balance, December 31, 2017	73,549,485	28,753,623	102,303,108	28	%

(1)In May 2016, the Partnership entered into an equity distribution agreement that established an at the market common unit offering program, pursuant to which a group of managers, acting as sales agents, may sell RMP common units having an aggregate offering price of up to $100 million (the ATM Program). The Partnership has used the net proceeds from the sale of common units pursuant to the ATM Program for general partnership purposes, including repayment of debt, acquisitions and capital expenditures.

(2)All 2017 phantom unit vestings occurred prior to the Merger Date.

As of December 31, 2017, GP Holdings owned an approximate 28% limited partner interest in the Partnership consisting of 3,623 common units and 28,753,623 subordinated units, as well as all of the incentive distribution rights in the Partnership. See Note 7 for information regarding the Partnership’s subordination period.

6.Phantom Unit Awards

The Partnership’s general partner has granted phantom unit awards under the LTIP to certain non-employee directors of the Partnership that provide services to the Partnership under an omnibus agreement with EQT. Pursuant to the LTIP, the maximum aggregate number of common units that may be issued pursuant to any and all awards under the LTIP shall not exceed 5,000,000 common units, subject to adjustment due to recapitalization or reorganization, or related to forfeitures or the expiration of awards, as provided under the LTIP.

The equity-based awards are valued at the date of issuance and the related compensation cost is recognized into earnings on a straight-line basis over the vesting period. The equity-based awards will cliff vest at the end of the requisite service period of approximately one year. The Partnership recorded $0.5 million, $2.8 million and $4.1 million of equity compensation cost related to these awards for the period from January 1, 2017 to November 12, 2017 and the years ended December 31, 2016 and 2015, respectively, in general and administrative expenses on the consolidated statements of operations. At December 31, 2017, total unrecognized compensation cost expected to be recognized over the remaining vesting periods was $0.2 million for these awards.

17

The following table summarizes the activity for the equity-based awards during the years ended December 31, 2017 and 2016.

	Number of units		Weighted  average grant  date fair value
Total unvested, January 1, 2016	432,628		$	16.52
Granted	30,352		17.81
Vested	(399,158	)	16.52
Forfeited	(33,470	)	16.50
Total unvested - December 31, 2016	30,352		$	17.81
Granted(1)	20,688		24.41
Vested(1)	(30,352	)	17.81
Total unvested - December 31, 2017	20,688		$	24.41

(1)All 2017 equity-based awards were granted or vested prior to the Merger Date.

7.Net Income per Limited Partner Unit and Cash Distributions

Diluted net income per limited partner unit reflects the potential dilution that could occur if securities or agreements to issue common units, such as awards under the LTIP, were exercised, settled or converted into common units. When it is determined that potential common units should be included in diluted net income per limited partner unit calculation, the impact is reflected by applying the treasury stock method.

18

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

	Successor		Predecessor
	Period from November 13, 2017 to		Period from January 1, 2017 to		Years Ended December 31,
(in thousands, except per unit data)	December 31, 2017		November 12, 2017		2016		2015
Net income	$	25,134	$	152,839	$	121,610	$	52,495
Less: Pre-acquisition net income allocated to general partner (1)	—		—		—		7,296
Less: General partner interest in net income attributable to incentive distribution rights	1,599		6,182		1,428		—
Limited partner net income	$	23,535	$	146,657	$	120,182	$	45,199
Net income allocable to common units	$	16,920	$	105,432	$	76,985	$	23,340
Net income allocable to subordinated units	6,615		41,225		43,197		21,859
Limited partner net income	$	23,535	$	146,657	$	120,182	$	45,199
Weighted-average limited partner units outstanding - basic:
Common units	73,549,485		73,535,414		52,822,030		30,700,864
Subordinated units	28,753,623		28,753,623		28,753,623		28,753,623
Total	102,303,108		102,289,037		81,575,653		59,454,487
Weighted-average limited partner units outstanding - diluted:
Common units (2)	73,558,609		73,544,497		53,065,865		30,807,972
Subordinated units	28,753,623		28,753,623		28,753,623		28,753,623
Total	102,312,232		102,298,120		81,819,488		59,561,595
Net income per limited partner unit - basic:
Common units	$	0.23	$	1.43	$	1.46	$	0.76
Subordinated units (3)	0.23		1.43		1.50		0.76
Total	$	0.23	$	1.43	$	1.47	$	0.76
Net income per limited partner unit - diluted:
Common units	$	0.23	$	1.43	$	1.45	$	0.76
Subordinated units (3)	0.23		1.43		1.50		0.76
Total	$	0.23	$	1.43	$	1.47	$	0.76

(1)Pre-acquisition net income allocated to the general partner relates to operations of the Water Assets for periods prior to their acquisition.

(2)Diluted weighted-average limited partner common units includes the effect of 9,124, 9,083, 243,835 and 107,108 units for the period from November 13, 2017 to December 31, 2017, the period from January 1, 2017 to November 12, 2017 and for the years ended December 31, 2016 and 2015, respectively.

(3)Basic and diluted income per limited partner unit is presented as if all earnings for the period had been distributed. While it appears that more income is allocated to the subordinated unitholders than the common unitholders for the year ended December 31, 2016, the Partnership’s partnership agreement prevents the Partnership from making a distribution to the subordinated unitholders in excess of those to the common unitholders.

19

Subordinated Units

Following the consummation of the Mergers, EQT indirectly owned all of the Partnership’s subordinated units. The principal difference between the Partnership’s common units and subordinated units was that, under the partnership agreement, for any quarter during the subordination period, holders of the subordinated units were not entitled to receive any distribution from operating surplus until the common units had received the minimum quarterly distribution for such quarter plus any arrearages in the payment of the minimum quarterly distribution from prior quarters. Subordinated units did not accrue arrearages. As a result of the declaration of the Partnership’s fourth quarter 2017 cash distribution, which was paid on February 14, 2018, the subordination period with respect to the Partnership’s 28,753,623 subordinated units expired on February 15, 2018 and all of the outstanding Partnership subordinated units converted into Partnership common units on a one-for-one basis on that day.

Cash Distributions

Within 45 days after the end of each quarter, pursuant to the terms of its partnership agreement, the Partnership intends to distribute to the holders of common units on a quarterly basis all of its available cash to the extent it has sufficient cash after the establishment of cash reserves and the payment of its expenses, including payments to its general partner and affiliates. Following the consummation of the Mergers, all of the incentive distribution rights are held indirectly by EQT through GP Holdings. Incentive distribution rights represent the right to receive increasing percentages (15%, 25% and 50%) of quarterly distributions from operating surplus after the minimum quarterly distribution and the target distribution levels have been achieved.

For any quarter in which the Partnership has distributed cash from operating surplus to the common unitholders in an amount equal to the minimum distribution, then the Partnership will distribute any additional available cash from operating surplus for that quarter among the unitholders and the incentive distribution rights holders in the following manner:

		Marginal Percentage Interest in  Distributions
	Total Quarterly Distribution Per Unit	Unitholders		Incentive  Distribution  Rights Holders
Minimum Quarterly Distribution	$0.1875	100	%	—	%
First Target Distribution	above $0.1875 up to $0.2156	100	%	—	%
Second Target Distribution	above $0.2156 up to $0.2344	85	%	15	%
Third Target Distribution	above $0.2344 up to $0.2813	75	%	25	%
Thereafter	above $0.2813	50	%	50	%

In 2017 and 2016, cash distributions of $5.7 million and $0.5 million, respectively, were made to GP Holdings related to its incentive distribution rights in the Partnership based upon the level of distribution paid per common and subordinated unit.

The Board of Directors of the Partnership’s general partner declared the following cash distributions to the Partnership’s common and subordinated unitholders for the periods presented.

Quarters Ended	Total Quarterly  Distribution per Unit		Date of Distribution
March 31, 2016	$	0.2100	May 12, 2016
June 30, 2016	$	0.2235	August 11, 2016
September 30, 2016	$	0.2370	November 10, 2016
December 31, 2016	$	0.2505	February 16, 2017
March 31, 2017	$	0.2608	May 18, 2017
June 30, 2017	$	0.2711	August 17, 2017
September 30, 2017	$	0.2814	November 16, 2017
December 31, 2017	$	0.2917	February 14, 2018

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8.Income Taxes

The Partnership is not subject to federal and state income taxes as a result of its limited partner structure. For federal and state income tax purposes, all income, expenses, gains, losses and tax credits generated by the Partnership flow through to the unitholders. As such, the Partnership does not record a provision for income taxes in the current period. Prior to the Partnership’s IPO, the Partnership’s income was included as part of Rice Energy’s consolidated federal tax return.

Prior to the acquisition of the Water Assets, the operations of the Water Assets were subject to income taxes and were included as part of Rice Energy’s consolidated federal tax return. Accordingly, the income tax effects associated with the operations of the Water Assets continued to be subject to income taxes until the Water Assets were acquired by the Partnership. Due to the Partnership’s status for U.S. federal and state income tax purposes, net current and deferred income tax liabilities of the Water Assets of $7.7 million eliminated through equity on the effective date of their acquisition by the Partnership. For the year ended December 31, 2015, the Partnership recorded income tax expense of approximately $5.8 million associated with the operations of the Water Assets prior to acquisition by the Partnership.

Pursuant to an agreement between the Partnership and the Internal Revenue Service (IRS) regarding the Partnership’s 2016 tax reporting, the Partnership had two short tax years for the calendar year 2016 as a result of a technical termination that occurred on February 22, 2016. This technical termination resulted in a significant deferral of depreciation deductions that were otherwise allowable in computing the taxable income of the Partnership’s unitholders for the period February 23, 2016 through December 31, 2016. The Partnership provided a single Schedule K-1 to each unitholder reflecting the unitholder’s taxable income for the full calendar year.

Based on management’s analysis, the Partnership did not have any uncertain tax positions as of December 31, 2017.

9.Related Party Transactions

In the ordinary course of business, the Partnership engages in transactions with EQT and its affiliates, including but not limited to, gathering, compression and water services agreements. For periods prior to the Mergers, related parties included Rice Energy and certain of its subsidiaries. Following the consummation of the Mergers, related parties included EQT and certain of its subsidiaries.

Omnibus Agreement

On December 22, 2014, upon completion of the Partnership’s IPO, the Partnership entered into an omnibus agreement with Midstream Management, Rice Energy and other affiliates (the Initial Omnibus Agreement). Pursuant to the Initial Omnibus Agreement, Rice Energy performed centralized corporate and general and administrative services for the Partnership, such as financial and administrative, information technology, legal, health, safety and environmental, human resources, procurement, engineering, business development, investor relations, insurance and tax. In exchange, the Partnership reimbursed Rice Energy for the expenses incurred in providing these services, except for any expenses associated with Rice Energy’s long-term incentive programs. On the Merger Date, in connection with the completion of the Mergers, the Partnership, EQT and other affiliates entered into an Amended and Restated Omnibus Agreement (the Amended Omnibus Agreement), with substantially the same terms as the Initial Omnibus Agreement.

The expenses for which the Partnership reimburses EQT and its subsidiaries related to corporate and general and administrative services may not necessarily reflect the actual expenses that the Partnership would incur on a stand-alone basis. The Partnership is unable to estimate what the costs would have been with an unrelated third party.

21

10.Financial Information by Business Segment

The Partnership operates in two business segments: (i) gathering and compression and (ii) water services. Business segments are evaluated for their contribution to the Partnership’s consolidated results based on operating income. Other income and expenses, interest and income taxes are managed on a consolidated basis. There were no inter-segment transactions during any of the periods presented. The segment accounting policies are the same as those described in Note 1 to these consolidated financial statements. The operating results and assets of the Partnership’s reportable segments were as follows for each respective period.

	Successor
	Period from November 13, 2017 to December 31, 2017
(in thousands)	Gathering and  Compression		Water Services		Consolidated Total
Total operating revenues	$	30,614	$	13,605	$	44,219
Total operating expenses	8,814		9,460		18,274
Operating income	$	21,800	$	4,145	$	25,945
Segment assets	$	2,640,682	$	208,331	$	2,849,013
Depreciation expense	$	3,965	$	3,515	$	7,480
Capital expenditures for segment assets	$	28,320	$	6,233	$	34,553

	Predecessor
	Period from January 1, 2017 to November 12, 2017
(in thousands)	Gathering and  Compression		Water Services		Consolidated Total
Total operating revenues	$	167,492	$	82,982	$	250,474
Total operating expenses	46,743		40,253		86,996
Operating income	$	120,749	$	42,729	$	163,478
Depreciation expense	$	11,324	$	15,096	$	26,420
Capital expenditures for segment assets	$	113,373	$	10,394	$	123,767

	Predecessor
	Year Ended December 31, 2016
(in thousands)	Gathering and  Compression		Water Services		Consolidated Total
Total operating revenues	$	132,099	$	69,524	$	201,623
Total operating expenses	38,951		35,730		74,681
Operating income	$	93,148	$	33,794	$	126,942
Segment assets	$	1,260,681	$	138,536	$	1,399,217
Depreciation expense	$	10,840	$	14,330	$	25,170
Capital expenditures for segment assets	$	113,033	$	8,054	$	121,087

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	Predecessor
	Year Ended December 31, 2015
(in thousands)	Gathering and  Compression		Water Services		Consolidated Total
Total operating revenues	$	77,211	$	37,248	$	114,459
Total operating expenses	28,326		24,097		52,423
Operating income	$	48,885	$	13,151	$	62,036
Segment assets	$	547,810	$	141,980	$	689,790
Depreciation expense	$	6,310	$	10,089	$	16,399
Capital expenditures for segment assets	$	149,706	$	98,757	$	248,463

11.Quarterly Financial Information (Unaudited)

The Partnership’s quarterly financial information for the years ended December 31, 2017 and 2016 is as follows (in thousands, except per unit data):

	Predecessor								Successor
Year ended December 31, 2017: (1)	First quarter		Second  quarter		Third  quarter		Period from  October 1 to  November 12		Period from November 13 to December 31
Operating revenues	$	62,750	$	72,377	$	81,701	$	33,646	$	44,219
Operating expenses	22,154		25,363		27,054		12,424		18,274
Operating income	40,596		47,014		54,647		21,222		25,945
Net income	$	37,615	$	44,060	$	51,454	$	19,710	$	25,134
Net income per limited partner unit - basic	$	0.36	$	0.42	$	0.48	$	0.18	$	0.23
Net income per limited partner unit - diluted	$	0.36	$	0.42	$	0.48	$	0.18	$	0.23

	Predecessor
Year ended December 31, 2016: (1)	First quarter		Second  quarter		Third  quarter		Fourth  quarter (2)
Operating revenues	$	54,543	$	46,547	$	41,067	$	59,466
Operating expenses	18,926		17,547		15,531		22,677
Operating income	35,617		29,000		25,536		36,789
Net income	$	34,426	$	27,936	$	24,989	$	34,529
Net income per limited partner unit - basic	$	0.49	$	0.38	$	0.30	$	0.33
Net income per limited partner unit - diluted	$	0.48	$	0.38	$	0.30	$	0.33

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

(2)Includes the results of the Vantage Midstream Entities for the period from October 19, 2016 to December 31, 2016.

23

EX-99.2

Exhibit 99.2

Rice Midstream Partners LP

Consolidated Balance Sheets

(Unaudited)

(in thousands)	March 31, 2018			December 31, 2017
Assets
Current assets:
Cash and cash equivalents	$	46,518		$	10,538
Accounts receivable	7,205			12,246
Accounts receivable - affiliate	76,542			48,428
Prepaid expenses and other	2,208			1,327
Total current assets	132,473			72,539
Property and equipment	1,461,405			1,439,222
Less: accumulated depreciation	(21,209		)	(7,420		)
Net property and equipment	1,440,196			1,431,802
Goodwill	1,346,918			1,346,918
Other assets	6,123			—
Total assets	$	2,925,710		$	2,851,259
Liabilities and equity
Current liabilities:
Accounts payable	$	22,312		$	24,634
Due to related party	18,743			2,246
Other accrued liabilities	4,530			4,200
Total current liabilities	45,585			31,080
Revolving credit facility	325,000			286,000
Other long-term liabilities	9,465			9,360
Total liabilities	380,050			326,440
Equity:
Common units (102,303,108 and 73,549,485 units issued and outstanding at March 31, 2018 and December 31, 2017, respectively)	2,198,570			1,566,625
Subordinated units (zero and 28,753,623 units issued and outstanding at March 31, 2018 and December 31, 2017, respectively)	—			612,454
General partner	347,090			345,740
Total equity	2,545,660			2,524,819
Total liabilities and equity	$	2,925,710		$	2,851,259

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

1

Rice Midstream Partners LP

Consolidated Statements of Operations

(Unaudited)

	Successor			Predecessor
(in thousands, except per unit amounts)	Three Months Ended March 31, 2018			Three Months Ended March 31, 2017
Operating revenues(1)	$	84,464		$	62,750
Operating expenses:
Operation and maintenance expense(2)	7,900			8,292
General and administrative expense (2)	7,204			5,839
Depreciation expense	13,895			7,621
Amortization of intangible assets	—			402
Total operating expenses	28,999			22,154
Operating income	55,465			40,596
Net interest expense	1,954			2,992
Other income	6			11
Net income	$	53,517		$	37,615
Calculation of limited partner interest in net income:
Net income	$	53,517		$	37,615
Less: General partner interest in net income attributable to IDRs	(4,353		)	(1,239		)
Limited partner interest in net income	$	49,164		$	36,376
Net income per limited partner unit:
Common units - basic and diluted	$	0.48		$	0.36
Subordinated units - basic and diluted	$	—		$	0.36
Weighted average limited partner units outstanding - basic	102,303			102,273
Weighted average limited partner units outstanding - diluted	102,324			102,297
Cash distributions declared per limited partner unit(3)	$	0.3049		$	0.2608

(1)Operating revenues included affiliate revenues from EQT Corporation (EQT) of $84.0 million for the three months ended March 31, 2018 and affiliate revenues from Rice Energy Inc. (Rice Energy) of $52.8 million for the three months ended March 31, 2017. See Note H. For the three months ended March 31, 2017, RMP recorded revenues from EQT of $9.9 million.

(2)Operating and maintenance expense included charges from EQT of $1.3 million for the three months ended March 31, 2018 and $1.4 million from Rice Energy for the three months ended March 31, 2017. General and administrative expense included charges from EQT of $6.3 million for the three months ended March 31, 2018 and $4.9 million from Rice Energy for the three months ended March 31, 2017.

(3)Represents the cash distributions declared related to the period presented. See Note F.

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

2

Rice Midstream Partners LP

Consolidated Statements of Cash Flows

(Unaudited)

	Successor			Predecessor
(in thousands)	Three Months Ended March 31, 2018			Three Months Ended March 31, 2017
Cash flows from operating activities:
Net income	$	53,517		$	37,615
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense	13,895			7,621
Amortization of intangible assets	—			402
Amortization of deferred financing costs	—			1,049
Non-cash compensation expense	168			132
Changes in operating assets and liabilities:
Accounts receivable	5,041			1,632
Accounts payable	7,216			1,863
Due to/from affiliates	(11,617		)	(3,198		)
Other assets and liabilities	(5,684		)	(907		)
Net cash provided by operating activities	62,536			46,209
Cash flows from investing activities:
Capital expenditures	(32,712		)	(28,506		)
Net cash used in investing activities	(32,712		)	(28,506		)
Cash flows from financing activities:
Proceeds from borrowings	50,000			—
Repayments of borrowings	(11,000		)	—
Fees on revolving credit facility	—			(40		)
Distributions paid to unitholders	(32,844		)	(26,507		)
Net cash provided by (used in) financing activities	6,156			(26,547		)
Net change in cash and cash equivalents	35,980			(8,844		)
Cash and cash equivalents at the beginning of the period	10,538			21,834
Cash and cash equivalents at the end of the period	$	46,518		$	12,990
Cash paid during the period for:
Interest, net of amount capitalized	$	1,938		$	1,882

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

3

Rice Midstream Partners LP

Consolidated Statements of Equity

(Unaudited)

	Limited Partners						General
(in thousands)	Common			Subordinated			Partner			Total
Predecessor
Balance, January 1, 2017	$	1,275,935		$	(94,417	)	$	888		$	1,182,406
Net income	26,149			10,227			1,239			37,615
Equity-based compensation expense	132			—			—			132
Distributions paid to unitholders	(18,416		)	(7,203		)	(888		)	(26,507		)
Balance, March 31, 2017	$	1,283,800		$	(91,393	)	$	1,239		$	1,193,646
Successor
Balance, January 1, 2018	$	1,566,625		$	612,454		$	345,740		$	2,524,819
Net income	49,164			—			4,353			53,517
Equity-based compensation expense	168			—			—			168
Distributions paid to unitholders	(21,454		)	(8,387		)	(3,003		)	(32,844		)
Subordinated units conversion(1)	604,067			(604,067		)	—			—
Balance, March 31, 2018	$	2,198,570		$	—		$	347,090		$	2,545,660

(1)All subordinated units were converted to common units on a one-for-one basis on February 15, 2018. For purposes of calculating net income per common and subordinated unit, the conversion of the subordinated units was deemed to have occurred on January 1, 2018. See Note F.

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

4

Rice Midstream Partners LP

Notes to Consolidated Financial Statements

(Unaudited)

A.Financial Statements

Organization

RMP is a growth-oriented Delaware limited partnership formed by Rice Energy in August 2014. On November 13, 2017 (the Merger Date), EQT acquired Rice Energy pursuant to the Agreement and Plan of Merger, dated as of June 19, 2017 (as amended, the Merger Agreement), by and among EQT, Rice Energy and an indirect, wholly-owned subsidiary of EQT. Pursuant to the Merger Agreement, Rice Energy ultimately, through a series of mergers (the Mergers), merged with and into another indirect, wholly-owned subsidiary of EQT which continued as the surviving entity.

The Mergers resulted in EQT gaining control of Rice Midstream Management LLC (Midstream Management), the general partner of RMP. As a result of this change in control, RMP became a consolidated subsidiary of EQT. EQT’s acquisition of Midstream Management was accounted for using the acquisition method, which required the assets and liabilities acquired to be recorded at fair value with any excess purchase price recognized as goodwill. RMP elected to apply pushdown accounting and thus has reflected its assets and liabilities, including goodwill, at the fair values estimated by EQT on the Merger Date with the related adjustment to RMP’s net assets recorded in equity. As a result, RMP’s consolidated financial statements and certain footnote disclosures are presented in two distinct periods to indicate the application of two different bases of accounting between the periods. The periods prior to the Mergers are identified as Predecessor and the period after the Mergers is identified as Successor. Please see Note C for further information regarding the Mergers.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the requirements of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these unaudited consolidated financial statements include all adjustments (consisting of only normal recurring adjustments, unless otherwise disclosed in this Form 10-Q) necessary for a fair presentation of the financial position of RMP as of March 31, 2018 and December 31, 2017 and its consolidated statements of operations, cash flows and equity for the three months ended March 31, 2018 and 2017. Certain previously reported amounts have been reclassified to conform to the current year presentation. The balance sheet at December 31, 2017 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.

For further information, refer to the consolidated financial statements and footnotes thereto included in RMP’s Annual Report on Form 10-K for the year ended December 31, 2017 as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein.

Recently Issued Accounting Pronouncements

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The standard requires an entity to recognize revenue in a manner that depicts the transfer of goods or services to customers at an amount that reflects the consideration the entity expects to be entitled in exchange for those goods or services. RMP adopted this standard on January 1, 2018 using the modified retrospective method of adoption. Adoption of the ASU did not require an adjustment to the opening balance of equity. RMP does not expect the standard to have a significant effect on its results of operations, liquidity or financial position in 2018. RMP implemented processes and controls to ensure new contracts are reviewed for the appropriate accounting treatment and to generate the disclosures required under the new standard in the first quarter of 2018. For the disclosures required by this ASU, see Note B.

In February 2016, the FASB issued ASU No. 2016-02, Leases. The standard requires an entity to record assets and obligations for contracts currently recognized as operating leases. Lessees and lessors must apply a modified retrospective transition approach. The ASU will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early adoption permitted. RMP has completed a high-level identification of agreements covered by this standard and will continue to evaluate the effect this standard will have on its financial statements, internal controls and related disclosures.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments. This ASU amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost basis, this ASU eliminates the probable initial recognition threshold in

5

current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The ASU will be effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period. RMP is currently evaluating the effect this standard will have on its financial statements and related disclosures.

In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation: Scope of Modification Accounting. This ASU provides guidance regarding which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. RMP adopted this standard in the first quarter of 2018 with no significant effect on its financial statements or related disclosures. ASU No. 2017-09 will be applied prospectively to awards modified on or after the adoption date.

B.Revenue Recognition

As discussed in Note A, RMP adopted ASU No. 2014-09, Revenue from Contracts with Customers, on January 1, 2018 using the modified retrospective method of adoption. RMP applied the ASU to all open contracts as of the date of initial application. Adoption of the ASU did not require an adjustment to the opening balance of equity and did not materially change RMP’s amount and timing of revenues.

RMP’s revenue contracts are:

·Gas gathering contracts: Gathering revenues represent fees charged by RMP for gathering, compressing, dehydrating and delivering gas to a customer at a specified delivery point. All of RMP’s gathering revenues are generated pursuant to long-term, fixed price per unit, interruptible service contracts with customers in the Appalachian Basin. Interruptible service contracts include volumetric based fees, which are charges for the volume of gas actually gathered and do not guarantee access to the pipeline. The performance obligation for volumetric based fee revenues is generally satisfied upon RMP’s monthly billing to the customer for actual volumes gathered during the month. The amount billed corresponds directly to the value of RMP’s performance to date as the customer obtains value as each volume is gathered. For gathering arrangements, the customer is typically invoiced on a monthly basis and the payment terms are usually 21 days after the receipt of the invoice. Gathering, compression and dehydration services are all necessary components of delivering gas to a customer; these activities are significantly affected by each other and are not separable.

·Water services contracts: Water services revenues represent fees charged by RMP for the delivery of fresh water to a customer at a specified delivery point. All of RMP’s water services revenues are generated pursuant to variable price per volume contracts with customers in the Appalachian Basin. For water services contracts, the only performance obligation in each contract is for RMP to provide water (usually a minimum daily volume) to the customer at any designated delivery point and is generally satisfied upon RMP’s monthly billing to the customer for the volume of water provided during the month. For water services arrangements, the customer is typically invoiced on a monthly basis and the payment terms are usually 21 days after the receipt of the invoice.

For the three months ended March 31, 2018 and 2017, all revenues recognized on RMP’s consolidated statements of operations are from contracts with customers. As of March 31, 2018 and December 31, 2017, all receivables recorded on RMP’s consolidated balance sheets represent performance obligations that have been satisfied and for which an unconditional right to consideration exists.

The table below provides disaggregated revenue information for the three months ended March 31, 2018.

(in thousands)
Gathering revenues	$	52,730
Compression revenues	8,771
Water services revenues	22,963
Total operating revenues	$	84,464

C.Mergers and Acquisitions

Rice Energy’s Merger with EQT

EQT performed a preliminary valuation of the fair value of RMP’s assets and liabilities as of the Merger Date. The fair value of RMP’s current assets and current liabilities were assumed to approximate their carrying values. The estimated fair

6

value of RMP’s long-lived tangible assets was determined utilizing observable market inputs where available or estimated replacement cost adjusted for a usage or obsolescence factor. The estimated fair value of RMP’s long-term liabilities was determined utilizing observable market inputs where available or estimated based on their current carrying values. RMP has recorded goodwill as the excess of the estimated enterprise value over the sum of the fair value amounts allocated to RMP’s assets and liabilities. Goodwill was allocated to the value attributed to additional growth opportunities, synergies and operating leverage within RMP’s gathering segment.

The following table summarizes the preliminary allocation of the fair value of the assets and liabilities of RMP as of the Merger Date through pushdown accounting from EQT. The preliminary allocation to certain assets and/or liabilities may be adjusted by material amounts as EQT continues to finalize the fair value estimates. Certain data necessary to complete the purchase price allocation is not yet available, including, but is not limited to, final appraisals of assets acquired and liabilities assumed. EQT expects to complete the purchase price allocation once it has received all of the necessary information, at which time the value of the assets and liabilities will be revised as appropriate.

(in thousands)	At November 13, 2017
Estimated Value of RMP	$	2,499,668
Estimated Fair Value of Assets Acquired and Liabilities Assumed:
Current assets	$	65,300
Property and equipment, net	1,419,077
Other non-current assets	47
Current liabilities	(56,351		)
Revolving credit facility	(266,000		)
Other non-current liabilities	(9,323		)
Total estimated fair value of assets acquired and liabilities assumed	$	1,152,750
Goodwill	$	1,346,918

D.Revolving Credit Facility

In December 2014, Rice Midstream OpCo LLC (Rice Midstream OpCo), RMP’s wholly-owned subsidiary, entered into a revolving credit agreement (as amended, the Revolving Credit Facility) with Wells Fargo Bank, N.A., as administrative agent, and a syndicate of lenders. The Revolving Credit Facility provided for lender commitments of $850 million, with an additional $200 million of commitments available under an accordion feature, subject to lender approval. The Revolving Credit Facility is available to fund working capital requirements and capital expenditures, to purchase assets, to pay distributions, to repurchase units and for general partnership purposes. RMP and its restricted subsidiaries are the guarantors of the obligations under the Revolving Credit Facility, which matures in December 2019.

As of March 31, 2018 and December 31, 2017, Rice Midstream OpCo had $1 million of letters of credit outstanding under the Revolving Credit Facility. For the three months ended March 31, 2018 and 2017, the maximum amount of RMP’s outstanding borrowings under the Revolving Credit Facility at any time was $336 million and $190 million, respectively, and the average daily outstanding balance under the Revolving Credit Facility was approximately $308 million and $190 million, respectively. Interest was incurred on the Revolving Credit Facility at a weighted average annual interest rate of 3.6% and 2.8% during the three months ended March 31, 2018 and 2017, respectively.

The Revolving Credit Facility also contains certain financial covenants and customary events of default. If an event of default occurs and is continuing, the lenders may declare all amounts outstanding under the Revolving Credit Facility to be immediately due and payable. RMP was in compliance with such covenants and ratios as of March 31, 2018.

E.Equity

The following table presents RMP’s common and subordinated units issued from January 1, 2017 through March 31, 2018:

7

	Limited Partners
	Common	Subordinated		Total
Balance, January 1, 2017	73,519,133	28,753,623		102,272,756
Vested phantom units, net(1)	30,352	—		30,352
Balance, December 31, 2017	73,549,485	28,753,623		102,303,108
Subordinated units conversion(2)	28,753,623	(28,753,623	)	—
Balance, March 31, 2018	102,303,108	—		102,303,108

(1)All 2017 phantom unit vestings occurred prior to the Merger Date.

(2)As a result of the declaration of RMP’s fourth quarter 2017 cash distribution, which was paid on February 14, 2018, the subordination period with respect to RMP’s 28,753,623 subordinated units expired on February 15, 2018 and all of the outstanding RMP subordinated units converted into RMP common units on a one-for-one basis on that day.

As of March 31, 2018, Rice Midstream GP Holdings LP (GP Holdings), a wholly-owned subsidiary of EQT, owned a 28.1% limited partner interest in RMP, consisting of 28,757,246 common units, and all of the IDRs.

F.Net Income per Limited Partner Unit and Cash Distributions

The following table presents RMP’s calculation of net income per limited partner unit for common and subordinated limited partner units.

	Successor			Predecessor
(in thousands, except per unit amounts)	Three Months Ended March 31, 2018			Three Months Ended March 31, 2017
Net income	$	53,517		$	37,615
Less: General partner interest in net income attributable to IDRs	(4,353		)	(1,239		)
Limited partner interest in net income	$	49,164		$	36,376
Net income allocable to common units	$	49,164		$	26,149
Net income allocable to subordinated units (1)	—			10,227
Limited partner interest in net income	$	49,164		$	36,376
Weighted average limited partner units outstanding - basic:
Common units	102,303			73,519
Subordinated units(1)	—			28,754
Total	102,303			102,273
Weighted average limited partner units outstanding - diluted:
Common units (2)	102,324			73,543
Subordinated units(1)	—			28,754
Total	102,324			102,297
Net income per limited partner unit - basic:
Common units	$	0.48		$	0.36
Subordinated units(1)	—			0.36
Total	$	0.48		$	0.36
Net income per limited partner unit - diluted:
Common units(2)	$	0.48		$	0.36
Subordinated units(1)	—			0.36
Total	$	0.48		$	0.36

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(1)See discussion of the conversion of the subordinated units to common units in the following section.

(2)Diluted weighted average limited partner common units includes the effect of 20,688 units for the three months ended March 31, 2018, and 23,748 units for the three months ended March 31, 2017, in each case related to the Rice Midstream Partners LP 2014 Long-Term Incentive Plan.

Subordinated Units

Following the consummation of the Mergers, EQT indirectly owned all of RMP’s subordinated units. The principal difference between RMP’s common units and subordinated units was that, under RMP’s partnership agreement, for any quarter during the subordination period, holders of the subordinated units were not entitled to receive any distribution from operating surplus until the holders of the common units had received the minimum quarterly distribution for such quarter plus any arrearages in the payment of the minimum quarterly distribution from prior quarters. Subordinated units did not accrue arrearages. As a result of the declaration of RMP’s fourth quarter 2017 cash distribution, which was paid on February 14, 2018, the subordination period with respect to RMP’s 28,753,623 subordinated units expired on February 15, 2018 and all of the outstanding RMP subordinated units converted into RMP common units on a one-for-one basis on that day. For purposes of calculating net income per common and subordinated unit, the conversion of the subordinated units is deemed to have occurred on January 1, 2018. The conversion did not impact the amount of the cash distribution paid or the total number of RMP’s outstanding units representing limited partner interests.

Cash Distributions

On April 24, 2018, the Board of Directors of RMP’s general partner declared a cash distribution to RMP’s unitholders for the first quarter of 2018 of $0.3049 per common unit. The cash distribution will be paid on May 15, 2018 to unitholders of record at the close of business on May 4, 2018. Also on May 15, 2018, a cash distribution of $4.4 million will be made to GP Holdings related to its IDRs in RMP based upon the level of distribution paid per common unit. The distribution amounts to GP Holdings related to its IDRs in RMP are subject to change if RMP issues additional common units on or prior to the record date for the first quarter 2018 distribution.

G.Financial Information by Business Segment

	Successor		Predecessor
(in thousands)	Three Months Ended March 31, 2018		Three Months Ended March 31, 2017
Revenues from external customers (including affiliates):
Gathering	$	61,501	$	42,002
Water	22,963		20,748
Total operating revenues	$	84,464	$	62,750
Operating income:
Gathering	$	44,095	$	30,537
Water	11,370		10,059
Total operating income	$	55,465	$	40,596
Reconciliation of operating income to net income:
Net interest expense	$	1,954	$	2,992
Other income	6		11
Net income	$	53,517	$	37,615

(in thousands)	March 31, 2018		December 31, 2017
Segment assets:
Gathering	$	2,725,820	$	2,642,928
Water	199,890		208,331
Total assets	$	2,925,710	$	2,851,259

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	Successor		Predecessor
(in thousands)	Three Months Ended March 31, 2018		Three Months Ended March 31, 2017
Depreciation expense:
Gathering	$	8,124	$	3,270
Water	5,771		4,351
Total depreciation expense	$	13,895	$	7,621
Expenditures for segment assets:
Gathering	$	20,940	$	28,603
Water	2,375		2,780
Total expenditures for segment assets(1)	$	23,315	$	31,383

(1)RMP accrues capital expenditures when work has been completed but the associated bills have not yet been paid. These accrued amounts are excluded from capital expenditures in the statements of consolidated cash flows until they are paid in a subsequent period. Accrued capital expenditures were approximately $15.2 million and $24.6 million at March 31, 2018 and December 31, 2017, respectively. Accrued capital expenditures were approximately $12.0 million and $9.1 million at March 31, 2017 and December 31, 2016, respectively.

H.Related Party Transactions

In the ordinary course of business, RMP engages in transactions with EQT and its affiliates, including but not limited to, gathering, compression and water services agreements. For periods prior to the Mergers, related parties included Rice Energy and its subsidiaries. Following the consummation of the Mergers, related parties included EQT and its subsidiaries.

On December 22, 2014, upon completion of RMP’s initial public offering, RMP entered into an omnibus agreement with Midstream Management, Rice Energy and other affiliates (the Initial Omnibus Agreement). Pursuant to the Initial Omnibus Agreement, Rice Energy performed centralized corporate and general and administrative services for RMP, such as financial and administrative, information technology, legal, health, safety and environmental, human resources, procurement, engineering, business development, investor relations, insurance and tax. In exchange, RMP reimbursed Rice Energy for the expenses incurred in providing these services, except for any expenses associated with Rice Energy’s long-term incentive programs. On the Merger Date, in connection with the completion of the Mergers, RMP, EQT and other affiliates entered into an amended and restated omnibus agreement, with substantially the same terms as the Initial Omnibus Agreement. The expenses for which RMP reimburses EQT and its subsidiaries related to corporate and general and administrative services may not necessarily reflect the actual expenses that RMP would incur on a stand-alone basis, and RMP is unable to estimate what those expenses would be on a stand-alone basis.

I.Subsequent Events

EQM-RMP Merger

On April 25, 2018, RMP entered into an Agreement and Plan of Merger (the Midstream Merger Agreement) with Midstream Management, EQT Midstream Partners, LP (EQM), EQT Midstream Services, LLC, the general partner of EQM (the EQM General Partner), EQM Acquisition Sub, LLC, a wholly-owned subsidiary of EQM (Merger Sub), EQM GP Acquisition Sub, LLC, a wholly-owned subsidiary of EQM (GP Merger Sub), and, solely for certain limited purposes set forth therein, EQT. Pursuant to the Midstream Merger Agreement, Merger Sub and GP Merger Sub will merge with and into RMP and Midstream Management, respectively, with RMP and Midstream Management surviving as wholly-owned subsidiaries of EQM (the Midstream Mergers). Pursuant to the Midstream Merger Agreement, each RMP common unit issued and outstanding immediately prior to the effective time of the Midstream Mergers will be converted into the right to receive 0.3319 EQM common units.

The completion of the Midstream Mergers is subject to the satisfaction or waiver of certain customary closing conditions, including, but not limited to: (i) approval of the Midstream Merger Agreement by a majority of RMP’s unitholders, (ii) expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the completion of the Drop-Down Transactions (as defined below), and (iv) the completion of the IDR Transaction (as defined below). The Midstream Merger Agreement provides that, upon termination of the Midstream Merger Agreement under certain circumstances, RMP may be required pay EQM a termination fee equal to $63.4 million less any previous reimbursements by RMP. The Midstream Merger Agreement also provides that, upon termination of the Midstream Merger Agreement under certain circumstances, EQM may be required to reimburse RMP’s expenses up to $5 million, and RMP

10

may be required to reimburse EQM’s expenses up to $5 million. As a result of the Midstream Mergers, RMP’s common units will no longer be publicly traded. RMP expects to complete the Midstream Mergers during the third quarter of 2018.

RMP IDR Purchase and Sale Agreement

On April 25, 2018, EQT, GP Holdings and EQT GP Holdings, LP (EQGP) entered into an Incentive Distribution Rights Purchase and Sale Agreement pursuant to which EQGP will acquire all of the issued and outstanding RMP IDRs in exchange for 36,293,766 EQGP common units (the IDR Transaction). If the unit consideration is issued and the Midstream Mergers are not consummated on or prior to December 31, 2018 or the Midstream Merger Agreement is earlier terminated, 8,539,710 of the EQGP common units issued to EQT will be cancelled and EQT will pay to EQGP an amount in cash equal to the aggregate amount of any distributions paid by EQGP to EQT related to the forfeited EQGP common units. The completion of the IDR Transaction is subject to certain customary closing conditions. Pursuant to the terms of the Midstream Merger Agreement, the RMP IDRs will be cancelled effective at the time of the Midstream Mergers.

Drop-Down Transactions and Gulfport Transaction

On April 25, 2018, EQT, Rice Midstream Holdings LLC, a wholly-owned subsidiary of EQT, EQM and EQM Gathering Holdings, LLC, a wholly-owned subsidiary of EQM (EQM Gathering), entered into a Contribution and Sale Agreement (the Drop-Down Agreement) pursuant to which EQM Gathering will acquire, in one or more transactions, from EQT all of EQT’s interests in Rice Olympus Midstream LLC, Rice West Virginia Midstream LLC and Strike Force Midstream Holdings LLC (Strike Force Holdings) in exchange for an aggregate of 5,889,282 EQM common units and aggregate cash consideration of $1.15 billion, subject to customary post-closing purchase price adjustments (collectively, the Drop-Down Transactions). Strike Force Holdings owns a 75% limited liability company interest in Strike Force Midstream LLC (Strike Force Midstream). The completion of the Drop-Down Transactions is subject to certain customary closing conditions.

Also on April 25, 2018, EQM, EQM Gathering, Gulfport Energy Corporation (Gulfport) and an affiliate of Gulfport entered into a Purchase and Sale Agreement pursuant to which EQM will acquire the remaining 25% limited liability company interest in Strike Force Midstream not owned by EQT for $175 million (the Gulfport Transaction). The completion of the Gulfport Transaction is subject to certain customary closing conditions.

11

EX-99.3

Exhibit 99.3

EQT MIDSTREAM PARTNERS, LP

INDEX TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Introduction	2
Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2018	5
Unaudited Pro Forma Statement of Combined Operations for the three months ended March 31, 2018	7
Unaudited Pro Forma Statement of Combined Operations for the year ended December 31, 2017	8
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements	9

EQT MIDSTREAM PARTNERS, LP

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Introduction

The unaudited pro forma condensed combined financial statements (the pro forma financial statements) of EQT Midstream Partners, LP (EQM) as of and for the three months ended March 31, 2018 and for the year ended December 31, 2017 are derived from the historical audited and unaudited financial statements of EQM as recast for the Drop-Down Transactions (as defined herein), the historical audited and unaudited financial statements of Rice Midstream Partners LP (RMP) and the historical audited financial statements of Rice West Virginia Midstream LLC, Rice Olympus Midstream LLC and Strike Force Midstream Holdings LLC (together, the Drop-Down Entities). EQT’s interests in RMP and the Drop-Down Entities were acquired in a merger with Rice Energy Inc. on November 13, 2017 (the Rice Merger).

The pro forma financial statements have been prepared to reflect the effects of the following transactions on the financial statements of EQM:

1)The Mergers - On April 25, 2018, EQM, RMP and certain of their affiliates entered into an agreement and plan of merger (the Merger Agreement), pursuant to which EQM Acquisition Sub, LLC, a wholly owned subsidiary of EQM, will merge with and into RMP, with RMP surviving the merger as a wholly owned subsidiary of EQM (the Merger).  Concurrently with (or as soon as practicable after) the Merger, EQM GP Acquisition Sub, LLC, a wholly owned subsidiary of EQM, will merge with and into Rice Midstream Management LLC, the general partner of RMP (RMP GP) (the GP Merger and, together with the Merger, the Mergers), with RMP GP surviving the GP Merger as a wholly owned subsidiary of EQM.

2)The Drop-Down Transactions - On April 25, 2018, concurrently with entering into the Merger Agreement, EQT, Rice Midstream Holdings LLC, EQM and EQM Gathering Holdings, LLC (EQM Gathering) entered into a Contribution and Sale Agreement (the Drop-Down Agreement) providing for the acquisition by EQM of EQT’s interests in the Drop-Down Entities in exchange for an aggregate of 5,889,282 EQM common units and aggregate cash consideration of $1.15 billion (the Drop-Down Transactions). The Drop-Down Transactions were completed on May 22, 2018.

3)The Gulfport Transaction - Also on April 25, 2018, EQM, EQM Gathering, Gulfport Energy Corporation (Gulfport) and an affiliate of Gulfport entered into a Purchase and Sale Agreement pursuant to which EQM agreed to acquire the 25% limited liability company interest in Strike Force Midstream not owned by EQT for $175.0 million in cash (the Gulfport Transaction). The Gulfport Transaction was completed on May 1, 2018.

The unaudited pro forma statements of combined operations (the pro forma statements of operations) for the three months ended March 31, 2018 and for the year ended December 31, 2017, and the unaudited pro forma condensed combined  balance sheet (the pro forma balance sheet) as of March 31, 2018, are based upon the historical consolidated financial statements of EQM and RMP and the historical combined financial statements of the Drop-Down Entities. The pro forma statements of operations have been prepared as if the Mergers, the Drop-Down Transactions and the Gulfport Transaction occurred on January 1, 2017. The pro forma balance sheet has been prepared as if the Mergers, the Drop-Down Transactions and the Gulfport Transaction occurred on March 31, 2018.

The pro forma financial statements also reflect the expected financing of the Mergers, the Drop-Down Transactions and the Gulfport Transaction including:

·the issuance of 33,973,289 EQM common units, valued at $1.9 billion based on the closing price as of May 31, 2018 of $55.83 per unit, to RMP’s unitholders in connection with the Merger, which reflects the exchange ratio in the Merger Agreement of 0.3319 EQM common units for each RMP common unit;

·EQM’s entering into a 364-Day Term Loan Agreement (the Term Loan Agreement) on April 25, 2018, which provides for a $2.5 billion 364-day unsecured multi-draw term loan facility (the Term Loan Facility);

·the borrowing of $325.0 million under the Term Loan Facility to complete the announced plan to repay amounts outstanding under RMP’s revolving credit facility at the time of the Merger;

·the borrowing of $317.0 million under the Term Loan Facility to repay amounts outstanding under EQM’s revolving credit facility as EQM completed this borrowing and repayment in May 2018 and thus this amount will be part of the refinancing of the Term Loan Facility described in the last bullet of this section;

·the borrowing of $1.2 billion under the Term Loan Facility to fund the cash consideration for the Drop-Down Transactions;

·the issuance to EQT of 5,889,282 EQM common units, valued at approximately $330.5 million based on the closing price as of May 22, 2018 of $56.12 per unit, to fund the equity consideration for the Drop-Down Transactions;

·the borrowing of $175.0 million under the Term Loan Facility to fund the Gulfport Transaction; and

·the planned issuance of $2.5 billion in new EQM senior notes (the EQM Senior Notes) to repay amounts borrowed on the Term Loan Facility and for general partnership purposes. The Term Loan Facility is a 364-day facility and EQM will be required to refinance borrowings under this facility prior to its expiration. EQM expects to complete a debt offering for this purpose prior to the completion of the mergers. Proceeds from this debt offering will be used to repay the Term Loan Facility in full, at which time the commitments under the Term Loan Facility will terminate.

The pro forma financial statements have been prepared based on the assumption that EQM will not be subject to U.S. federal and state income taxes as it will continue to be treated as a partnership for U.S. federal and state income tax purposes. The pro forma financial statements should be read in conjunction with the accompanying notes and with the underlying historical audited and unaudited financial statements and related notes.

The adjustments to the historical audited and unaudited financial statements are based on currently available information and certain estimates and assumptions. Actual effects of these transactions will differ from the pro forma adjustments. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects of the transactions as contemplated and that the pro forma adjustments are factually supportable, give appropriate effect to the expected impact of the events that are directly attributable to the transactions and, with respect to the pro forma statements of operations only, reflect those items expected to have a continuing impact on EQM.

EQM, RMP and the Drop-Down Entities are controlled by EQT; therefore, the merger of RMP with a wholly owned subsidiary of EQM and the contribution of the Drop-Down Entities to EQM are transactions between entities under common control. As a result, the assets and liabilities of RMP and the Drop-Down Entities will be recorded by EQM at EQT’s historical cost basis, which includes a step up in basis resulting from EQT’s preliminary purchase price accounting for the Rice Merger. The pro forma balance sheet reflects this common control accounting as of March 31, 2018.

As the Drop-Down Transactions were completed on May 22, 2018, EQM recast its historical financial statements to record the assets and liabilities of the Drop-Down Entities at EQT’s basis as of November 13, 2017, the date that common control was established, and to reflect the operations of the Drop-Down Entities from that date. Assuming the Mergers are completed, EQM will recast its historical financial statements to record the assets and liabilities of RMP at EQT’s basis as of November 13, 2017, the date that common control was established, and to reflect the operations of RMP from that date. The period subsequent to November 13, 2017 is identified in the historical financial statements of RMP and the Drop-Down Entities as the successor period. The period prior to November 13, 2017 is identified in the historical financial statements of RMP and the Drop-Down Entities as the predecessor period. EQM has not presented any pro forma periods prior to January 1, 2017 as common control did not occur until November 13, 2017.

The pro forma financial statements are not necessarily indicative of the results that actually would have occurred if the Mergers, the Drop-Down Transactions and the Gulfport Transaction had occurred on the dates indicated or which will be obtained in the future.

The pro forma financial statements should be read in conjunction with:

·The accompanying notes to the pro forma financial statements;

·The audited combined financial statements of EQM as of and for the year ended December 31, 2017 and the unaudited combined financial statements of EQM as of and for the three months ended March 31, 2018, both as recast for the Drop-Down Transactions, filed as Exhibits 99.4 and 99.5, respectively, in EQM’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the SEC) on June 12, 2018;

·The audited consolidated financial statements of RMP contained in its Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the SEC on February 15, 2018;

·The unaudited consolidated financial statements and accompanying notes of RMP contained in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018, as filed with the SEC on April 26, 2018; and

·The audited combined financial statements of the Drop-Down Entities as of and for the year ended December 31, 2017 filed as Exhibit 99.2 in EQM’s Current Report on Form 8-K filed with the SEC on May 22, 2018.

EQT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

MARCH 31, 2018

	Historical						Pro Forma Adjustments							Combined
(in thousands)	EQT Midstream Partners, LP			Rice Midstream Partners LP			Rice Midstream Partners LP Merger		Notes	Drop-Down Transactions and Gulfport Transaction			Notes	EQT Midstream Partners, LP Pro Forma
Assets
Current assets:
Cash and cash equivalents	$	34,899		$	46,518		$	—		$	(2,600	)	(d)	$	588,754
										2,476,937			(e)
										(1,967,000		)	(f)
Accounts receivable, net	55,948			7,205			—			—				63,153
Accounts receivable — affiliate	100,154			76,542			—			—				176,696
Other current assets	17,325			2,208			—			2,600			(d)	19,533
										(2,600		)	(h)
Total current assets	208,326			132,473			—			507,337				848,136
Property and equipment	4,202,406			1,461,405			—			—				5,663,811
Less: accumulated depreciation	(423,359		)	(21,209		)	—			—				(444,568		)
Net property, plant and equipment	3,779,047			1,440,196			—			—				5,219,243
Investment in unconsolidated entity	546,428			—			—			—				546,428
Intangible assets, net	607,274			—			—			—				607,274
Goodwill	37,954			1,346,918			—			—				1,384,872
Other assets	135,537			6,123			—			—				141,660
Total assets	$	5,314,566		$	2,925,710		$	—		$	507,337			$	8,747,613

See accompanying notes to the unaudited pro forma condensed combined financial statements.

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EQT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

MARCH 31, 2018

	Historical				Pro Forma Adjustments								Combined
(in thousands)	EQT Midstream Partners, LP		Rice Midstream Partners LP		Rice Midstream Partners LP Merger			Notes	Drop-Down Transactions and Gulfport Transaction			Notes	EQT Midstream Partners, LP Pro Forma
Liabilities and equity
Current liabilities:
Accounts payable	$	71,967	$	22,312	$	—			$	—			$	94,279
Due to related party	23,769		18,743		—				—				42,512
Term loan facility	—		—		325,000			(a)	317,000			(a)	—
									1,150,000			(b)
									175,000			(c)
									(1,967,000		)	(f)
Capital contribution payable to Mountain Valley Pipeline, LLC	65,786		—		—				—				65,786
Accrued interest	11,376		—		—				—				11,376
Accrued liabilities	15,156		4,530		—				—				19,686
Total current liabilities	188,054		45,585		325,000				(325,000		)		233,639
Long-term liabilities:
Credit facility borrowings	317,000		325,000		(325,000		)	(a)	(317,000		)	(a)	—
Senior notes	987,756		—		—				2,476,937			(e)	3,464,693
Other long-term liabilities	20,880		9,465		—				—				30,345
Total liabilities	1,513,690		380,050		—				1,834,937				3,728,677
Equity:
Predecessor equity	1,422,245		—		—				(1,422,245		)	(j)	—
Noncontrolling interest	175,215		—		—				(175,215		)	(j)	—
Common	2,198,127		2,198,570		(2,198,570		)	(j)	272,460			(j)	5,013,647
					2,545,660			(j)	(2,600		)	(j)
General partner	5,289		347,090		(347,090		)	(j)	—				5,289
Total equity	3,800,876		2,545,660		—				(1,327,600		)		5,018,936
Total liabilities and equity	$	5,314,566	$	2,925,710	$	—			$	507,337			$	8,747,613

See accompanying notes to the unaudited pro forma condensed combined financial statements.

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EQT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES

UNAUDITED PRO FORMA STATEMENT OF COMBINED OPERATIONS

THREE MONTHS ENDED MARCH 31, 2018

	Historical				Pro Forma Adjustments								Combined
(in thousands)	EQT Midstream Partners, LP		Rice Midstream Partners LP		Rice Midstream Partners LP Merger			Notes	Drop-Down Transactions and Gulfport Transaction			Notes	EQT Midstream Partners, LP Pro Forma
Operating revenues	$	286,562	$	84,464	$	—			$	—			$	371,026
Operating expenses:
Operation and maintenance	19,460		7,900		—				—				27,360
Selling, general and administrative	18,998		7,204		(476		)	(k)	—				25,726
Depreciation and amortization	27,385		13,895		—				—				41,280
Amortization of intangible assets	10,386		—		—				—				10,386
Total operating expenses	76,229		28,999		(476		)		—				104,752
Operating income	210,333		55,465		476				—				266,274
Equity income	8,811		—		—				—				8,811
Other income	898		6		—				—				904
Net interest expense	10,716		1,954		—				26,499			(g)	39,169
Net income (loss)	$	209,326	$	53,517	$	476			$	(26,499	)		$	236,820
Less: Net income attributable to noncontrolling interest	2,493		—		—				(2,493		)	(i)	—
Net income attributable to EQT Midstream Partners, LP	$	206,833	$	53,517	$	476			$	(24,006	)		$	236,820
Less: General partner interest in net income - general partner units	3,117												2,804
Less: General partner interest in net income - incentive distribution rights	44,164												44,164
Limited partners’ interest in net income	$	159,552											$	189,852
Net income per limited partner unit — basic	$	1.98											$	1.58
Net income per limited partner unit — diluted	$	1.98											$	1.58
Weighted average limited partner units outstanding — basic	80,607				33,973			(j)	5,889			(j)	120,469
Weighted average limited partner units outstanding — diluted	80,607				33,973			(j)	5,889			(j)	120,469

See accompanying notes to the unaudited pro forma condensed combined financial statements.

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EQT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES

UNAUDITED PRO FORMA STATEMENT OF COMBINED OPERATIONS

YEAR ENDED DECEMBER 31, 2017

	Historical								Pro Forma Adjustments								Combined
			Successor		Predecessor		Predecessor
(in thousands)	EQT  Midstream  Partners, LP		Rice Midstream  Partners LP for  the period from  November 13,  2017 to  December 31,  2017		Rice Midstream  Partners LP for  the period from  January 1, 2017  to November  12, 2017		Drop-Down  Entities for the  period from  January 1, 2017  to November  12, 2017		Rice  Midstream  Partners LP  Merger			Notes	Drop-Down  Transactions  and  Gulfport  Transaction			Notes	EQT Midstream  Partners,  LP Pro Forma
Operating revenues	$	851,339	$	44,219	$	250,474	$	118,672	$	—			$	—			$	1,264,704
Operating expenses:
Operation and maintenance	77,649		7,182		33,768		4,077		—				—				122,676
Selling, general and administrative	73,709		3,612		22,252		21,022		529			(l)	313			(l)	121,437
Depreciation and amortization	99,681		7,480		26,420		6,174		21,818			(o)	7,988			(o)	169,561
Incentive unit expense	—		—		—		313		—				(313		)	(l)	—
Acquisition costs	—		—		529		—		(529		)	(l)	—				—
Amortization of intangible assets	5,540		—		1,413		—		(1,413		)	(m)	36,007			(n)	41,547
Other expenses	—		—		2,614		—		—				—				2,614
Total operating expenses	256,579		18,274		86,996		31,586		20,405				43,995				457,835
Operating income (loss)	594,760		25,945		163,478		87,086		(20,405		)		(43,995		)		806,869
Other income	26,595		15		56		35		—				—				26,701
Net interest expense	36,129		826		7,053		4,647		—				116,847			(h)	169,144
													3,642			(l)
Amortization of deferred finance costs	—		—		3,642		—		—				(3,642		)	(l)	—
Net income (loss)	$	585,226	$	25,134	$	152,839	$	82,474	$	(20,405	)		$	(160,842	)		$	664,426
Less: Net income attributable to noncontrolling interest	734		—		—		7,410		—				(8,144		)	(i)	—
Net income attributable to EQT Midstream Partners, LP	$	584,492	$	25,134	$	152,839	$	75,064	$	(20,405	)		$	(152,698	)		$	664,426
Less: General partner interest in net income - general partner units	10,060																7,867
Less: General partner interest in net income - incentive distribution rights	143,531																143,531
Limited partners’ interest in net income	$	430,901															$	513,028
Net income per limited partner unit — basic	$	5.35															$	4.26
Net income per limited partner unit — diluted	$	5.35															$	4.26
Weighted average limited partner units outstanding — basic	80,603								33,973			(j)	5,889			(j)	120,465
Weighted average limited partner units outstanding — diluted	80,603								33,973			(j)	5,889			(j)	120,465

See accompanying notes to the unaudited pro forma condensed combined financial statements.

8

EQT MIDSTREAM PARTNERS, LP

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

1.Basis of Presentation

The pro forma financial statements are based upon the historical combined financial statements of EQM as recast for the Drop-Down Transactions, the historical consolidated financial statements of RMP and the historical combined financial statements of the Drop-Down Entities. The pro forma adjustments have been prepared as if the Mergers, the Drop-Down Transactions and the Gulfport Transaction occurred on (i) January 1, 2017 in the case of the pro forma statements of operations and (ii) March 31, 2018 in the case of the pro forma balance sheet. These transactions are between entities under common control and are recorded at EQT’s historical cost.

2.Pro Forma Adjustments

The adjustments are based on currently available information and certain estimates and assumptions. The actual effects of these transactions will differ from the pro forma adjustments. A general description of the adjustments is provided as follows:

(a)The borrowing of $642.0 million under the Term Loan Facility to complete the announced plan to repay the $325.0 million outstanding balance of RMP’s revolving credit facility and $317.0 million of outstanding borrowings on the EQM revolving credit facility. EQM repaid its revolving credit facility with proceeds from the Term Loan Facility in May 2018. As a result, this borrowing will be refinanced with long-term debt as described in (g).

(b)The borrowing of $1,150.0 million under the Term Loan Facility to finance the cash consideration for the Drop-Down Transactions.

(c)The borrowing of $175.0 million under the Term Loan Facility to finance the Gulfport Transaction.

(d)The payment of $2.6 million of issuance costs for the establishment of the Term Loan Facility.

(e) A $2,476.9 million increase to long-term debt and cash for the planned issuance of the $2.5 billion EQM Senior Notes, net of expected issuance costs of $23.1 million.

(f)The payment of $1,967.0 million of borrowings under the Term Loan Facility with proceeds received from the anticipated issuance of the EQM Senior Notes.

(g)A $26.5 million increase in interest expense for the three months ended March 31, 2018 consisting of (i) interest expense of $31.5 million on the anticipated issuance of $2.5 billion of EQM Senior Notes at an assumed weighted average annual interest rate of 5.0427% based on indicative pricing from potential underwriters for the EQM Senior Notes and amortization of associated deferred financing costs on the EQM Senior Notes of $0.6 million, partially offset by the elimination of $5.6 million in historical interest expense associated with the EQM and RMP revolving credit facilities. A one percent change in the assumed interest rate would change pro forma interest expense by approximately $6.3 million for the three months ended March 31, 2018.

(h)A $116.8 million increase in interest expense for the year ended December 31, 2017 consisting of interest expense of $126.1 million on the anticipated issuance of $2.5 billion of EQM Senior Notes at an assumed weighted average annual interest rate of 5.0427% based on indicative pricing from potential underwriters for the EQM Senior Notes, amortization of associated deferred financing costs on the EQM Senior Notes of $2.4 million and $2.6 million for the write-off of issuance costs under the Term Loan Facility as a result of its repayment, partially offset by the elimination of $14.3 million in historical interest expense associated with the EQM and RMP revolving credit facilities. A one percent change in the assumed interest rate would change pro forma interest expense by approximately $25.0 million for the year ended December 31, 2017.

(i)The elimination of net income attributable to noncontrolling interest as a result of the Gulfport Transaction.

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(j)The recognition of the following equity impacts (amounts in millions):

Notes	EQM  Predecessor  Equity			EQM  Noncontrolling Interest			EQM  Limited  Partner			EQM  General  Partner		RMP  Limited  Partner			RMP  General  Partner
Book balance as of March 31, 2018	$	1,422		$	175		$	2,198		$	5	$	2,199		$	347
The Merger:
To recognize the exchange of EQM common units for RMP common units (1)							2,546					(2,199		)	(347		)
The Gulfport Transaction:
To eliminate noncontrolling interest (2)				(175		)
The Drop-Down Transactions:
To recognize cash consideration transferred and issuance of common units to EQT in exchange for Drop-Down Entities (3)	(1,422		)				272
To adjust retained earnings for the write-off of the Term Loan Facility issuance costs							(2		)	—
Pro forma equity balance as of March 31, 2018	$	—		$	—		$	5,014		$	5	$	—		$	—

(1)Pursuant to the Merger Agreement, EQM will issue 0.3319 of an EQM common unit for each RMP common unit outstanding at the effective time of the Merger, which would result in the issuance of 33,973,289 EQM common units valued at approximately $1,896.7 million based on the closing price as of May 31, 2018 of $55.83 per unit. Under common control accounting, if the receiving entity issues equity interests in the exchange, the equity interests issued are recorded at an amount equal to the carrying amount of net assets transferred, even if the equity issued has a readily determinable fair value.

(2)The acquisition of the Strike Force Midstream noncontrolling interest through the Gulfport Transaction results in adjustments for the elimination of the noncontrolling interest of $175.2 million. The $0.2 million difference between the consideration paid in the Gulfport Transaction and the value of the noncontrolling interest is reflected as an equity transaction because EQT and EQM, following the Drop-Down Transactions, hold the controlling financial interest in Strike Force Midstream.

(3)Pursuant to the Drop-Down Agreement, EQM received EQT’s interests in the Drop-Down Entities in exchange for (i) 5,889,282 EQM common units and (ii) aggregate cash consideration of $1,150.0 million. The 5,889,282 EQM common units have a value of $330.5 million based on the closing price as of May 22, 2018 of $56.12 per unit. Under common control accounting, any difference between cash transferred and the net assets received at historical cost is recorded as an equity transaction. In addition, equity issued in a common control transaction is recorded at an amount equal to the carrying amount of the net assets transferred, even if the equity issued has a readily determinable fair value. As a result, the EQM common units issued in the Drop-Down Transactions are valued at the excess of the net assets received by EQM over the cash consideration.

(k)The elimination of nonrecurring transaction expenses of $0.5 million incurred during the three months ended March 31, 2018 that are directly related to the Merger.

(l)The following reclassifications were made to conform to EQM’s presentation:

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(1)Reclassification on the December 31, 2017 pro forma statement of operations of $0.3 million of the Drop-Down Entities’ incentive unit expense to selling, general and administrative expense.

(2)Reclassification on the December 31, 2017 pro forma statement of operations of $0.5 million of RMP’s acquisition expense to selling, general and administrative expense.

(3)Reclassification on the December 31, 2017 pro forma statement of operations of $3.6 million of RMP’s amortization of deferred finance costs to net interest expense.

(m)The elimination of the RMP amortization of intangibles for the period prior to November 13, 2017 (the predecessor period).

(n)The increase in amortization of the fair value of customer relationships, acquired as a result of the Rice Merger, to reflect a full year of expense for the year ended December 31, 2017, using a 15 year estimated life and straight line method of amortization.

(o)The adjustment for the predecessor period depreciation and amortization expense related to the step up of property, plant and equipment to estimated fair value at the time of the Rice Merger. In addition, this adjustment includes a pro forma adjustment to depreciation and amortization to adjust the depreciation to EQM’s policy to depreciate gathering pipelines over a 50 year useful life and to depreciate compression and measurement assets over a 25 year useful life.

3.Pro Forma Net Income per Limited Partner Unit

Pro forma net income per limited partner unit is determined by dividing the pro forma net income that would have been allocated, in accordance with the net income and loss allocation provisions of the partnership agreement, to the common unitholders under the two-class method, after deducting the pre-acquisition income allocated to parent and the general partner’s interest in the pro forma net income in addition to giving effect to incentive distributions allocable to the general partner, by the weighted average number of common units outstanding for the period, assuming the closing of the transactions described in Note 2 occurred on January 1, 2017. As a result of the pro forma adjustments described in Note 2, the adjusted general partner’s interest is 1.2% for the three months ended March 31, 2018 and for the year ended December 31, 2017.

Pursuant to the partnership agreement, to the extent that the quarterly distributions exceed certain targets, the general partner is entitled to receive certain incentive distributions that will result in more net income proportionately being allocated to the general partner than to the holders of common units. The pro forma net income per limited partner unit calculations include actual incentive distributions declared to the general partner in the amount of $44.2 million for the three months ended March 31, 2018 and $143.5 million for the year ended December 31, 2017. The impact of the pro forma issuance of 33,973,289 EQM common units for the Merger and 5,889,282 EQM common units for the Drop-Down Transactions would have increased the incentive distributions declared by $21.1 million for the three months ended March 31, 2018 and $68.6 million for the year ended December 31, 2017.

11