10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2016

or
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	FOR THE TRANSITION PERIOD FROM                TO
	COMMISSION FILE NUMBER 001-35574

EQT Midstream Partners, LP

(Exact name of registrant as specified in its charter)

DELAWARE	37-1661577
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

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

(412) 553-5700

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x  No  ¨

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

Large Accelerated Filer	x	Accelerated Filer	¨
Non-Accelerated Filer	¨	Smaller reporting company	¨

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

As of June 30, 2016, there were 80,581,758 Common Units and 1,443,015 General Partner Units outstanding.

EQT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES

Index

			Page No.
Glossary of Commonly Used Terms, Abbreviations and Measurements			3
Part I.	Financial Information:
Item 1.		Financial Statements (Unaudited):
		Statements of Consolidated Operations for the Three and Six Months Ended June 30, 2016 and 2015	4
		Statements of Consolidated Cash Flows for the Six Months Ended June 30, 2016 and 2015	5
		Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015	6
		Statements of Consolidated Partners’ Capital for the Six Months Ended June 30, 2016 and 2015	7
		Notes to Consolidated Financial Statements	8
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.		Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.		Controls and Procedures	26
Part II.	Other Information:
Item 1.		Legal Proceedings	27
Item 1A.		Risk Factors	27
Item 6.		Exhibits	27
Signature			28
Index to Exhibits			29

2

Glossary of Commonly Used Terms, Abbreviations and Measurements

adjusted EBITDA – a supplemental non-GAAP financial measure defined by EQT Midstream Partners, LP and subsidiaries (collectively, EQM) as net income plus interest expense, depreciation and amortization expense,  income tax expense (if applicable) and non-cash long-term compensation expense less equity income, AFUDC – equity, capital lease payments and NWV Gathering adjusted EBITDA prior to the NWV Gathering Acquisition.

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

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

distributable cash flow – a supplemental non-GAAP financial measure defined by EQM as adjusted EBITDA less interest expense excluding capital lease interest, capitalized interest and AFUDC - debt, and ongoing maintenance capital expenditures net of expected reimbursements.

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

gas – all references to “gas” refer to natural gas.

local distribution company or LDC– LDCs are companies involved in the delivery of natural gas to consumers within a specific geographic area.

MVP Interest Acquisition – On March 30, 2015, EQM assumed from EQT Corporation and subsidiaries (collectively, EQT) the membership interests in MVP Holdco, LLC (MVP Holdco), the owner of an interest (the MVP Interest) in Mountain Valley Pipeline, LLC (MVP Joint Venture), which at the time was an indirect wholly owned subsidiary of EQT.

NWV Gathering Acquisition – On March 17, 2015, EQT contributed the Northern West Virginia Marcellus gathering system (NWV Gathering) to EQM Gathering Opco, LLC (EQM Gathering), an indirect wholly owned subsidiary of EQM.

omnibus agreement – the agreement, as amended, entered into among EQM, its general partner and EQT in connection with EQM's initial public offering, pursuant to which EQT agreed to provide EQM with, and EQM agreed to reimburse EQT for, certain general and administrative services and a license to use the name “EQT” and related marks in connection with EQM’s business. The omnibus agreement also provides for certain indemnification obligations between EQM and EQT.

Preferred Interest Acquisition – On April 15, 2015, pursuant to the NWV Gathering Acquisition contribution and sale agreement, EQM acquired a preferred interest (the Preferred Interest) in EQT Energy Supply, LLC (EES), which at the time was an indirect wholly owned subsidiary of EQT.

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

Abbreviations	Measurements
FASB –Financial Accounting Standards Board	Btu  = one British thermal unit
FERC – Federal Energy Regulatory Commission	BBtu = billion British thermal units
GAAP – United States Generally Accepted Accounting Principles	Bcf   = billion cubic feet
IPO – Initial Public Offering	Dth  =  dekatherm or million British thermal units
IRS – Internal Revenue Service	MMBtu  = million British thermal units
SEC – Securities and Exchange Commission	Mcf = thousand cubic feet
	MMcf  = million cubic feet

3

PART I.  FINANCIAL INFORMATION

Item 1.Financial Statements

EQT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES

Statements of Consolidated Operations (Unaudited) ⁽¹⁾ 

	Three Months Ended   June 30,						Six Months Ended   June 30,
	2016			2015			2016			2015
	(Thousands, except per unit amounts)
Operating revenues (2)	$	172,004		$	144,613		$	352,605		$	299,424
Operating expenses:
Operating and maintenance (3)	15,807			17,232			32,452			31,711
Selling, general and administrative (3)	16,791			13,727			33,083			29,380
Depreciation and amortization	15,111			12,258			30,589			24,185
Total operating expenses	47,709			43,217			96,124			85,276
Operating income	124,295			101,396			256,481			214,148
Other income (4)	9,858			1,563			16,995			2,277
Interest expense (5)	9,391			11,640			19,649			23,097
Income before income taxes	124,762			91,319			253,827			193,328
Income tax expense	—			—			—			6,703
Net income	$	124,762		$	91,319		$	253,827		$	186,625
Calculation of limited partners' interest in net income:
Net income	$	124,762		$	91,319		$	253,827		$	186,625
Less pre-acquisition net income allocated to parent	—			—			—			(11,106		)
Less general partner interest in net income – general partner units	(2,210		)	(1,826		)	(4,561		)	(3,510		)
Less general partner interest in net income – incentive distribution rights	(22,217		)	(10,082		)	(41,049		)	(18,128		)
Limited partners' interest in net income	$	100,335		$	79,411		$	208,217		$	153,881
Net income per limited partner unit – basic	$	1.27		$	1.12		$	2.66		$	2.32
Net income per limited partner unit – diluted	$	1.27		$	1.12		$	2.66		$	2.31
Weighted average limited partner units outstanding – basic	78,865			70,722			78,312			66,430
Weighted average limited partner units outstanding – diluted	78,865			70,876			78,353			66,591
Cash distributions declared per unit (6)	$	0.78		$	0.64		$	1.525		$	1.25

(1) Financial statements for the six months ended June 30, 2015 included the results of NWV Gathering for the entire period presented as a result of the NWV Gathering Acquisition on March 17, 2015. See Note B.

(2) Operating revenues included affiliate revenues from EQT of $132.2 million and $107.7 million for the three months ended June 30, 2016 and 2015, respectively, and $263.6 million and $214.3 million for the six months ended June 30, 2016 and 2015, respectively. See Note E.

(3) Operating and maintenance expense included charges from EQT of $8.4 million and $9.0 million for the three months ended June 30, 2016 and 2015, respectively, and $16.4 million and $16.6 million for the six months ended June 30, 2016 and 2015, respectively. Selling, general and administrative expense included charges from EQT of $15.5 million and $12.3 million for the three months ended June 30, 2016 and 2015, respectively, and $30.3 million and $25.1 million for the six months ended June 30, 2016 and 2015, respectively. See Note E.

(4) For the three and six months ended June 30, 2016, other income included distributions received from EES of $2.8 million and $5.5 million, respectively, and equity income from the MVP Joint Venture of $1.9 million and $3.4 million, respectively. For the three and six months ended June 30, 2015, other income included equity income from the MVP Joint Venture of $0.4 million. See Note F.

(5) Interest expense included interest on a capital lease with an affiliate of $5.2 million and $5.9 million for the three months ended June 30, 2016 and 2015, respectively, and $10.6 million and $11.8 million for the six months ended June 30, 2016 and 2015, respectively.

(6) Represents the cash distributions declared related to the period presented. See Note J.

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

4

EQT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES

Statements of Consolidated Cash Flows (Unaudited) ⁽¹⁾ 

	Six Months Ended   June 30,
	2016			2015
	(Thousands)
Cash flows from operating activities:
Net income	$	253,827		$	186,625
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	30,589			24,185
Deferred income taxes	—			2,998
Equity income	(3,439		)	(394		)
AFUDC – equity	(7,714		)	(1,883		)
Non-cash long-term compensation expense	195			805
Changes in other assets and liabilities:
Accounts receivable	1,382			2,551
Accounts payable	4,925			4,458
Due to/from EQT affiliates	(14,958		)	16,075
Other assets and other liabilities	3,873			3,682
Net cash provided by operating activities	268,680			239,102
Cash flows from investing activities:
Capital expenditures	(275,828		)	(208,890		)
MVP Interest Acquisition and capital contributions to the MVP Joint Venture	(40,663		)	(54,229		)
Sales of interests in the MVP Joint Venture	12,533			8,344
Acquisitions – net assets from EQT	—			(386,791		)
Preferred Interest Acquisition	—			(124,317		)
Net cash used in investing activities	(303,958		)	(765,883		)
Cash flows from financing activities:
Proceeds from the issuance of EQM common units, net of offering costs	217,102			698,501
Acquisitions – purchase price in excess of net assets from EQT	—			(486,392		)
Proceeds from credit facility borrowings	260,000			434,000
Payments of credit facility borrowings	(559,000		)	(122,000		)
Distributions paid to unitholders	(150,668		)	(93,402		)
Capital contributions	5,884			246
Net distributions to EQT	—			(23,866		)
Capital lease principal payments	(4,760		)	(5,472		)
Net cash (used in) provided by financing activities	(231,442		)	401,615
Net change in cash and cash equivalents	(266,720		)	(125,166		)
Cash and cash equivalents at beginning of period	350,814			126,175
Cash and cash equivalents at end of period	$	84,094		$	1,009
Cash paid during the period for:
Interest, net of amount capitalized	$	20,132		$	23,871
Non-cash activity during the period for:
Increase in capital lease asset/obligation	$	24,797		$	8,235
Increase in MVP Joint Venture investment/payable for capital contributions (see Note F)	27,052			—
Elimination of net current and deferred tax liabilities	—			84,446
Limited partner and general partner units issued for acquisitions	$	—		$	52,500

(1) Financial statements for the six months ended June 30, 2015 included the results of NWV Gathering for the entire period presented as a result of the NWV Gathering Acquisition on March 17, 2015. See Note B.

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

5

EQT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES

Consolidated Balance Sheets (Unaudited)

	June 30, 2016			December 31, 2015
ASSETS	(Thousands, except number of units)
Current assets:
Cash and cash equivalents	$	84,094		$	350,814
Accounts receivable (net of allowance for doubtful accounts of $232 as of June 30, 2016 and $238 as of December 31, 2015)	15,749			17,131
Accounts receivable – affiliate	74,600			77,925
Other current assets	2,341			1,680
Total current assets	176,784			447,550
Property, plant and equipment	2,564,585			2,228,967
Less: accumulated depreciation	(288,111		)	(258,974		)
Net property, plant and equipment	2,276,474			1,969,993
Investments in unconsolidated entities	260,266			201,342
Other assets	19,804			14,950
Total assets	$	2,733,328		$	2,633,835
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities:
Accounts payable	$	71,791		$	35,868
Due to related party	26,002			33,413
Credit facility borrowings	—			299,000
Capital contribution payable to MVP Joint Venture	27,052			—
Accrued interest	8,338			8,753
Accrued liabilities	18,150			12,194
Total current liabilities	151,333			389,228
Long-term debt	493,786			493,401
Lease obligation	190,546			175,660
Other long-term liabilities	9,333			7,834
Total liabilities	844,998			1,066,123
Partners’ capital:
Common units (80,581,758 and 77,520,181 units issued and outstanding at June 30, 2016 and December 31, 2015, respectively)	1,911,473			1,598,675
General partner interest (1,443,015 units issued and outstanding at June 30, 2016 and December 31, 2015)	(23,143		)	(30,963		)
Total partners’ capital	1,888,330			1,567,712
Total liabilities and partners’ capital	$	2,733,328		$	2,633,835

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

6

EQT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES

Statements of Consolidated Partners’ Capital (Unaudited) ⁽¹⁾ 

				Partners’ Capital
	Predecessor			Limited Partners						General
	Equity			Common			Subordinated			Partner			Total
	(Thousands)
Balance at January 1, 2015	$	315,105		$	1,647,910		$	(929,374	)	$	(27,497	)	$	1,006,144
Net income	11,106			153,881			—			21,638			186,625
Capital contributions	—			1,713			—			35			1,748
Equity-based compensation plans	—			831			—			33			864
Distributions to unitholders	—			(68,274		)	(10,057		)	(15,071		)	(93,402		)
Conversion of subordinated units to common units (2)	—			(939,431		)	939,431			—			—
Net distributions to EQT	(23,866		)	—			—			—			(23,866		)
Proceeds from issuance of common units, net of offering costs	—			696,582			—			1,919			698,501
Elimination of net current and deferred tax liabilities	84,446			—			—			—			84,446
NWV Gathering net assets from EQT	(386,791		)	—			—			—			(386,791		)
Issuance of units	—			38,910			—			13,590			52,500
Purchase price in excess of net assets from EQT	—			(505,452		)	—			(33,440		)	(538,892		)
Balance at June 30, 2015	$	—		$	1,026,670		$	—		$	(38,793	)	$	987,877
Balance at January 1, 2016	$	—		$	1,598,675		$	—		$	(30,963	)	$	1,567,712
Net income	—			208,217			—			45,610			253,827
Capital contributions	—			159			—			3			162
Equity-based compensation plans	—			195			—			—			195
Distributions to unitholders	—			(112,875		)	—			(37,793		)	(150,668		)
Proceeds from issuance of common units, net of offering costs	—			217,102			—			—			217,102
Balance at June 30, 2016	$	—		$	1,911,473		$	—		$	(23,143	)	$	1,888,330

(1) Financial statements for the six months ended June 30, 2015 included the results of NWV Gathering for the entire period presented as a result of the NWV Gathering Acquisition on March 17, 2015. See Note B.

(2) All subordinated units were converted to common units on a one-for-one basis on February 17, 2015. 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, 2015.

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

7

EQT Midstream Partners, LP and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

A. Financial Statements

Organization

EQM is a growth-oriented Delaware limited partnership. EQT Midstream Services, LLC (EQM General Partner), a direct wholly owned subsidiary of EQT GP Holdings, LP (EQGP), is the general partner of EQM. References in these consolidated financial statements to EQT refer collectively to EQT Corporation and its consolidated subsidiaries.

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 EQM as of June 30, 2016 and December 31, 2015, the results of its operations for the three and six months ended June 30, 2016 and 2015 and its cash flows and partners' capital for the six months ended June 30, 2016 and 2015. Certain previously reported amounts have been reclassified to conform to the current year presentation. The balance sheet at December 31, 2015 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.

NWV Gathering was a business and the NWV Gathering Acquisition was a transaction between entities under common control; therefore, EQM recorded the assets and liabilities of NWV Gathering at their carrying amounts to EQT on the date of the transaction. The difference between EQT’s net carrying amount and the total consideration paid to EQT was recorded as a capital transaction with EQT, which resulted in a reduction in partners’ capital. EQM recast its consolidated financial statements to retrospectively reflect the NWV Gathering Acquisition as if the business was owned for all periods presented; however, the consolidated financial statements are not necessarily indicative of the results of operations that would have occurred if EQM had owned it during the periods reported.

Due to the seasonal nature of EQM’s utility customer contracts, the interim statements for the three and six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016.

For further information, refer to the consolidated financial statements and footnotes thereto included in EQM’s Annual Report on Form 10-K for the year ended December 31, 2015 as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein.

Recently Issued Accounting Standards

In May 2014, the 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. ASU No. 2014-09 will supersede most of the existing revenue recognition requirements in GAAP when it becomes effective and is required to be adopted using one of two retrospective application methods. 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, including interim periods within that reporting period. Early application is permitted as of the original effective date for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. EQM is currently evaluating the method of adoption and impact this standard will have on its financial statements and related disclosures.

In February 2015, the FASB issued ASU No. 2015-02, Consolidation. The standard changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. EQM adopted this standard in the first quarter of 2016 which had no significant impact on reported results or disclosures.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The changes primarily affect the accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. This standard

8

will eliminate the cost method of accounting for equity investments. The ASU will be effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period, with early adoption of certain provisions permitted. EQM is currently evaluating the impact this standard will have on its financial statements and related disclosures.

In February 2016, the FASB issued ASU No. 2016-02, Leases. The ASU requires, among other things, that lessees recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) 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. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. 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. EQM is currently evaluating the impact this standard will have on its financial statements 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 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. EQM is currently evaluating the impact this standard will have on its financial statements and related disclosures.

B. Acquisitions

NWV Gathering Acquisition

On March 17, 2015, EQT contributed NWV Gathering to EQM Gathering. EQM paid total consideration of approximately $925.7 million to EQT, consisting of approximately $873.2 million in cash, 511,973 EQM common units and 178,816 EQM general partner units.

MVP Interest Acquisition

On March 30, 2015, EQM assumed from EQT 100% of the membership interests in MVP Holdco, the owner of the MVP Interest in the MVP Joint Venture, for approximately $54.2 million. The cash payment represented EQM's reimbursement to EQT for 100% of the capital contributions made by EQT to the MVP Joint Venture as of March 30, 2015. See Note F.

Preferred Interest Acquisition

On April 15, 2015, pursuant to the NWV Gathering Acquisition contribution and sale agreement, EQM acquired the Preferred Interest in EES from EQT for approximately $124.3 million. EES generates revenue from services provided to a local distribution company. See Note F.

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C. Partners' Capital and Net Income per Limited Partner Unit

The following table summarizes EQM's common, subordinated and general partner units issued from January 1, 2015 through June 30, 2016.

	Limited Partner Units			General
	Common	Subordinated		Partner Units	Total
Balance at January 1, 2015	43,347,452	17,339,718		1,238,514	61,925,684
Conversion of subordinated units to common units	17,339,718	(17,339,718	)	—	—
2014 EQM VDA issuance	21,063	—		430	21,493
March 2015 equity offering	9,487,500	—		25,255	9,512,755
NWV Gathering Acquisition consideration	511,973	—		178,816	690,789
$750 million "At the Market" (ATM) Program	1,162,475	—		—	1,162,475
November 2015 equity offering	5,650,000	—		—	5,650,000
Balance at December 31, 2015	77,520,181	—		1,443,015	78,963,196
2014 EQM VDA issuance	19,796	—		—	19,796
EQM Total Return Program issuance	92,472	—		—	92,472
$750 million ATM Program	2,949,309	—		—	2,949,309
Balance at June 30, 2016	80,581,758	—		1,443,015	82,024,773

In February 2016, EQM issued 19,796 common units under the 2014 EQM Value Driver Award (2014 EQM VDA) and 92,472 common units under the EQM Total Return Program, which were compensation programs for EQT employees performing work for EQM. The awards were granted in January 2014 and July 2012, respectively.

During the three months ended June 30, 2016, EQM issued 2,949,309 common units at an average price per unit of $74.42 under the $750 million ATM Program. EQM received net proceeds of approximately $217.1 million after deducting commissions of approximately $2.2 million and other offering expenses of approximately $0.2 million. EQM intends to use the net proceeds from the sales for general partnership purposes, including but not limited to, funding the expected asset acquisition from EQT.

As of June 30, 2016, EQGP and its subsidiaries owned 21,811,643 EQM common units, representing a 26.6% limited partner interest, 1,443,015 EQM general partner units, representing a 1.8% general partner interest, and all of the incentive distribution rights in EQM. As of June 30, 2016, EQT owned 100% of the non-economic general partner interest and a 90.1% limited partner interest in EQGP.

Net Income per Limited Partner Unit

Net income attributable to NWV Gathering for periods prior to March 17, 2015 was not allocated to the limited partners for purposes of calculating net income per limited partner unit. The weighted average phantom unit awards included in the calculation of basic weighted average limited partner units outstanding was 17,308 and 14,123 for the three months ended June 30, 2016 and 2015, respectively, and 16,847 and 13,757 for the six months ended June 30, 2016 and 2015, respectively. Potentially dilutive securities included in the calculation of diluted weighted average limited partner units outstanding totaled zero and 154,576 for the three months ended June 30, 2016 and 2015, respectively, and 41,095 and 161,372 for the six months ended June 30, 2016 and 2015, respectively.

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D. Financial Information by Business Segment

	Three Months Ended   June 30,				Six Months Ended   June 30,
	2016		2015		2016		2015
	(Thousands)
Revenues from external customers (including affiliates):
Gathering	$	94,281	$	76,473	$	187,597	$	151,923
Transmission and storage	77,723		68,140		165,008		147,501
Total	$	172,004	$	144,613	$	352,605	$	299,424
Operating income:
Gathering	$	69,858	$	55,479	$	139,913	$	110,941
Transmission and storage	54,437		45,917		116,568		103,207
Total operating income	$	124,295	$	101,396	$	256,481	$	214,148
Reconciliation of operating income to net income:
Other income	9,858		1,563		16,995		2,277
Interest expense	9,391		11,640		19,649		23,097
Income tax expense	—		—		—		6,703
Net income	$	124,762	$	91,319	$	253,827	$	186,625

	June 30, 2016		December 31, 2015
	(Thousands)
Segment assets:
Gathering	$	1,105,115	$	963,877
Transmission and storage	1,282,128		1,110,027
Total operating segments	2,387,243		2,073,904
Headquarters, including cash	346,085		559,931
Total assets	$	2,733,328	$	2,633,835

	Three Months Ended   June 30,				Six Months Ended   June 30,
	2016		2015		2016		2015
	(Thousands)
Depreciation and amortization:
Gathering	$	6,865	$	5,241	$	13,634	$	10,400
Transmission and storage	8,246		7,017		16,955		13,785
Total	$	15,111	$	12,258	$	30,589	$	24,185
Expenditures for segment assets:
Gathering	$	82,279	$	69,029	$	151,710	$	105,298
Transmission and storage	108,709		58,020		155,116		79,482
Total (1)	$	190,988	$	127,049	$	306,826	$	184,780

 (1) EQM 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 on the statements of consolidated cash flows until they are paid in a subsequent period. Accrued capital expenditures were approximately $49.3 million, $29.4 million and $18.3 million at June 30, 2016, March 31, 2016 and December 31, 2015, respectively. Accrued capital expenditures were approximately $27.0 million, $17.4 million and $51.1 million at June 30, 2015, March 31, 2015 and December 31, 2014, respectively.

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E. Related Party Transactions

In the ordinary course of business, EQM has transactions with EQT and its affiliates including, but not limited to, transportation service and precedent agreements, storage agreements and gas gathering agreements.Pursuant to an omnibus agreement, EQT performs centralized corporate, general and administrative services for EQM. In exchange, EQM reimburses EQT for the expenses incurred in providing these services, including direct and indirect costs and expenses attributable to EQT's long-term incentive programs.Pursuant to an operation and management services agreement, EQT Gathering, LLC (EQT Gathering), an indirect wholly owned subsidiary of EQT, provides EQM’s pipelines and storage facilities with certain operational and management services.  EQM reimburses EQT Gathering for such services pursuant to the terms of the omnibus agreement. The expenses for which EQM reimburses EQT and its subsidiaries may not necessarily reflect the actual expenses that EQM would incur on a stand-alone basis and EQM is unable to estimate what those expenses would be on a stand-alone basis. See also Note B, Note C and Note F for further discussion of related party transactions.

EQT terminated the EQT Corporation Retirement Plan for Employees (the Retirement Plan) effective December 31, 2014. On March 2, 2016, the IRS issued a favorable determination letter for the termination of the Retirement Plan. On June 28, 2016, EQT purchased annuities from and transferred the Retirement Plan assets and liabilities to American General Life Insurance Company. As a result, in the third quarter of 2016 EQM will reimburse EQT for its proportionate share of such funding, approximately $5.2 million, related to retirees of Equitrans, L.P. (Equitrans), an indirect wholly owned subsidiary of EQM and the owner of the FERC-regulated transmission, storage and gathering system. The settlement charge is expected to be recoverable in FERC approved rates and thus was recorded as a regulatory asset that will be amortized for rate recovery purposes over a period of 16 years.

F. Investments in Unconsolidated Entities

MVP Joint Venture

The MVP Joint Venture plans to construct the Mountain Valley Pipeline (MVP), an estimated 300-mile natural gas interstate pipeline spanning from northern West Virginia to southern Virginia. EQM is the operator of the MVP and owned a 45.5% interest in the MVP Joint Venture as of June 30, 2016. The MVP Joint Venture has been determined to be a variable interest entity because the MVP Joint Venture has insufficient equity to finance activities during the construction stage of the project. EQM is not the primary beneficiary because it does not have the power to direct the activities of the MVP Joint Venture that most significantly impact its economic performance. Certain business decisions require the approval of owners holding more than a 66 2/3% interest in the joint venture and no one member owns more than a 66 2/3% interest. EQM accounted for the MVP Interest as an equity method investment as EQM has the ability to exercise significant influence over operating and financial policies of the MVP Joint Venture.

The value of the equity method investment recorded on the consolidated balance sheets was approximately $135.9 million and $77.0 million as of June 30, 2016 and December 31, 2015, respectively. On July 15, 2016, MVP Holdco paid capital contributions of $27.1 million to the MVP Joint Venture. The capital contribution payable has been reflected on the consolidated balance sheet as of June 30, 2016 with a corresponding increase to EQM's investment in the MVP Joint Venture.

Equity income related to EQM's portion of the MVP Joint Venture's AFUDC on construction of the MVP is reported in other income in the statements of consolidated operations and was $1.9 million and $0.4 million for the three months ended June 30, 2016 and 2015, respectively, and $3.4 million and $0.4 million for the six months ended June 30, 2016 and 2015, respectively.

On January 21, 2016, an affiliate of Consolidated Edison, Inc. (ConEd) acquired a 12.5% interest in the MVP Joint Venture, 8.5% of which was purchased from EQM. EQM received a cash payment of approximately $12.5 million which represented EQM's proportional capital contributions to the MVP Joint Venture through the date of the transaction. ConEd has the right to terminate its purchase of the interest in the MVP Joint Venture and be reimbursed for the purchase price and all capital contributions it makes to the MVP Joint Venture for a period ending no later than December 31, 2016.

As of June 30, 2016, EQM had issued a $91 million performance guarantee in favor of the MVP Joint Venture to provide performance assurances for MVP Holdco's obligations to fund its proportionate share of the construction budget for the MVP. Upon the FERC’s initial release to begin construction of the MVP, EQM's guarantee will terminate and EQM will be obligated to issue a new guarantee in an amount equal to 33% of MVP Holdco’s remaining obligations to make capital contributions to the MVP Joint Venture in connection with the then remaining construction budget, less, subject to certain limits, any credit assurances issued by any affiliate of EQM under such affiliate's precedent agreement with the MVP Joint Venture.

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As of June 30, 2016, EQM's maximum financial statement exposure related to the MVP Joint Venture was approximately $227 million, which included the investment balance on the consolidated balance sheet as of June 30, 2016 and amounts which could have become due under the performance guarantee as of that date.

Preferred Interest

EES was determined to be a variable interest entity because it has insufficient equity to finance its activities. EQM is not the primary beneficiary because it does not have the power to direct the activities of EES that most significantly impact its economic performance. The Preferred Interest in EES was determined to be a cost method investment as EQM does not have the ability to exercise significant influence over operating and financial policies of EES.

During the three and six months ended June 30, 2016, EQM received cash distributions from EES of $2.8 million and $5.5 million, respectively, which were included in other income in the accompanying statements of consolidated operations. EQM expects to receive cash distributions of approximately $11 million during the year ended December 31, 2016. As of June 30, 2016 and December 31, 2015, the estimated fair value of EQM's Preferred Interest in EES was approximately $150 million and $140 million, respectively, and the carrying value of EQM's Preferred Interest in EES was $124.3 million at both dates. The fair value of EQM's Preferred Interest in EES is a Level 3 fair value measurement. As of June 30, 2016, the carrying value represents EQM's maximum exposure to loss.

G. Credit Facility Borrowings

EQM has a $750 million credit facility that expires in February 2019. The 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.

EQM had no borrowings outstanding on its credit facility as of June 30, 2016 and had $299 million outstanding as of December 31, 2015. The maximum amount of EQM’s outstanding credit facility borrowings was $128 million and $323 million at any time during the three months ended June 30, 2016 and 2015, respectively, and $299 million and $390 million at any time during the six months ended June 30, 2016 and 2015, respectively. The average daily balance of credit facility borrowings outstanding was approximately $33 million and $302 million for the three months ended June 30, 2016 and 2015, respectively, and approximately $83 million and $182 million for the six months ended June 30, 2016 and 2015, respectively. Interest was incurred on the credit facility borrowings at a weighted average annual interest rate of approximately 1.9% for the three and six months ended June 30, 2016 and approximately 1.7% for the three and six months ended June 30, 2015.

H. Fair Value Measurements

The carrying value of cash and cash equivalents, accounts receivable, amounts due to/from related parties and accounts payable approximate fair value due to the short maturity of the instruments; these are considered Level 1 fair values. The carrying value of credit facility borrowings approximates fair value as the interest rates are based on prevailing market rates; this is considered a Level 1 fair value. As of June 30, 2016 and December 31, 2015, the estimated fair value of EQM's long-term debt was approximately $481 million and $414 million, respectively, and the carrying value of EQM's long-term debt was approximately $494 million and $493 million, respectively. The fair value of EQM's long-term debt is a Level 2 fair value measurement. See Note F for the fair value of EQM's Preferred Interest in EES.

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I. Income Taxes

As a result of its limited partnership structure, EQM is not subject to federal and state income taxes. For federal and state income tax purposes, all income, expenses, gains, losses and tax credits generated by EQM flow through to the unitholders; accordingly, EQM does not record a provision for income taxes.

As discussed in Note B, EQM completed the NWV Gathering Acquisition on March 17, 2015, which was a transaction between entities under common control. Prior to this transaction, the income from NWV Gathering was included in EQT’s consolidated federal tax return; therefore, the NWV Gathering operations were subject to income taxes. Accordingly, the income tax effects associated with the operations of NWV Gathering prior to the NWV Gathering Acquisition were reflected in EQM’s consolidated financial statements. In conjunction with the NWV Gathering Acquisition, approximately $84.4 million of net current and deferred income tax liabilities were eliminated through equity.

J. Distributions

On July 26, 2016, the Board of Directors of the EQM General Partner declared a cash distribution to EQM’s unitholders for the second quarter of 2016 of $0.78 per common unit. The cash distribution will be paid on August 12, 2016 to unitholders of record, including EQGP, at the close of business on August 5, 2016. Based on the 80,581,758 EQM common units outstanding on July 28, 2016, cash distributions to EQGP related to its general partner interest and incentive distribution rights in EQM will be $1.6 million and $22.2 million, respectively. These distribution amounts to EQGP are subject to change if EQM issues additional common units on or prior to the record date for the second quarter2016 distribution.

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EQT Midstream Partners, LP and Subsidiaries

Management's Discussion and Analysis of Financial Condition and Results of Operations

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

EQM's consolidated financial statements for all periods presented include the historical results of NWV Gathering, which was acquired on March 17, 2015, as NWV Gathering was a business and the transaction was between entities under common control. You should read the following discussion and analysis of financial condition and results of operations in conjunction with the consolidated financial statements, and the notes thereto, included elsewhere in this report.

CAUTIONARY STATEMENTS

Disclosures in this Quarterly Report on Form 10-Q contain certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, 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 Quarterly Report on Form 10-Q include the matters discussed in the section captioned “Outlook” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the expectations of plans, strategies, objectives, and growth and anticipated financial and operational performance of EQM, including guidance regarding EQM’s gathering and transmission and storagerevenue and volume growth; revenue projections; infrastructure programs (including the timing, cost, capacity and sources of funding with respect to gathering and transmission expansion projects); the timing, cost, capacity and expected interconnections with facilities and pipelines of the Ohio Valley Connector (OVC) and MVP projects; the ultimate terms, partners and structure of the MVP Joint Venture; natural gas production growth in EQM’s operating areas for EQT and third parties; asset acquisitions, including EQM’s ability to complete asset acquisitions from EQT or third parties; the amount and timing of distributions, including expected increases; the expected cash distributions from EES; 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 and the use of proceeds from common units sold under the ATM Program; EQM's reimbursement of EQT for its proportionate share of the funding for the Retirement Plan termination; the effects of government regulation and litigation; and tax position. The forward-looking statements included in this Quarterly Report on Form 10-Q involve risks and uncertainties that could cause actual results to differ materially from projected results.  Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results.  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 EQM’s Annual Report on Form 10-K for the year ended December 31, 2015, as updated by Part II, Item 1A, "Risk Factors" in this Quarterly Report on Form 10-Q.

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 Quarterly Report on Form 10-Q, 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.

EXECUTIVE OVERVIEW

For the three months ended June 30, 2016, EQM reported net income of $124.8 million compared to $91.3 million for the three months ended June 30, 2015. The increase resulted from higher gathering and transmission and storage revenues, both of which

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were primarily driven by affiliate production development in the Marcellus Shale, and higher other income. These items were partly offset by an increase in operating expenses.

For the six months ended June 30, 2016, EQM reported net income of $253.8 million compared to $186.6 million for the six months ended June 30, 2015. The increase resulted from higher gathering and transmission and storage revenues, both of which were primarily driven by affiliate production development in the Marcellus Shale, higher other income and lower income tax expense. These items were partly offset by an increase in operating expenses.

During the second quarter of 2016, EQM issued 2,949,309 common units at an average price per unit of $74.42 under the $750 million ATM Program. EQM received net proceeds of approximately $217.1 million.

EQM declared a cash distribution to unitholders of $0.78 per unit on July 26, 2016, which was 5% higher than the first quarter 2016 distribution of $0.745 per unit and 22% higher than the second quarter2015 distribution of $0.64 per unit.

Business Segment Results of Operations

Operating segments are revenue-producing components of the enterprise for which separate financial information is produced internally and is subject to evaluation by the chief operating decision maker in deciding how to allocate resources. Other income and interest are managed on a consolidated basis. EQM has presented each segment’s operating income and various operational measures in the following sections. Management believes that the presentation of this information provides useful information to management and investors regarding the financial condition, results of operations and trends of segments. EQM has reconciled each segment’s operating income to EQM’s consolidated operating income and net income in Note D to the consolidated financial statements.

GATHERING

RESULTS OF OPERATIONS

	Three Months Ended June 30,						Six Months Ended June 30,
	2016		2015		% Change		2016		2015		% Change
FINANCIAL DATA	(Thousands, other than per day amounts)
Firm reservation fee revenues	$	80,735	$	64,091	26.0		$	159,917	$	118,349	35.1
Volumetric based fee revenues:
Usage fees under firm contracts(1)	11,025		7,182		53.5		21,492		16,614		29.4
Usage fees under interruptible contracts	2,521		5,200		(51.5	)	6,188		16,960		(63.5	)
Total volumetric based fee revenues	13,546		12,382		9.4		27,680		33,574		(17.6	)
Total operating revenues	94,281		76,473		23.3		187,597		151,923		23.5
Operating expenses:
Operating and maintenance	8,601		9,794		(12.2	)	17,079		17,017		0.4
Selling, general and administrative	8,957		5,959		50.3		16,971		13,565		25.1
Depreciation and amortization	6,865		5,241		31.0		13,634		10,400		31.1
Total operating expenses	24,423		20,994		16.3		47,684		40,982		16.4
Operating income	$	69,858	$	55,479	25.9		$	139,913	$	110,941	26.1
OPERATIONAL DATA
Gathering volumes (BBtu per day)
Firm reservation	1,486		1,102		34.8		1,433		1,027		39.5
Volumetric based services(2)	352		319		10.3		429		422		1.7
Total gathered volumes	1,838		1,421		29.3		1,862		1,449		28.5
Capital expenditures	$	82,279	$	69,029	19.2		$	151,710	$	105,298	44.1

(1) Includes fees on volumes gathered in excess of firm contracted capacity.

(2) Includes volumes gathered under interruptible contracts and volumes in excess of firm contracted capacity.

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Three Months Ended June 30, 2016 Compared to Three Months Ended June 30, 2015

Gathering revenues increased by $17.8 million primarily as a result of higher affiliate volumes gathered for the three months ended June 30, 2016 compared to the three months ended June 30, 2015, driven by production development in the Marcellus Shale. EQM increased firm reservation fee revenues as a result of affiliates and third parties contracting for additional capacity under firm contracts. EQM increased firm gathering capacity by approximately 300 MMcf per day as a result of the NWV Gathering and Jupiter expansion projects completed in the fourth quarter of 2015. The decrease in usage fees under interruptible contracts was primarily due to these additional contracts for firm capacity.

Operating expenses increased by $3.4 million for the three months ended June 30, 2016 compared to the three months ended June 30, 2015. Operating and maintenance expense decreased primarily as a result of the timing of repairs and maintenance expenses. Selling, general and administrative expense increased primarily as a result of higher allocations and personnel costs from EQT, including incentive compensation. The increase in depreciation and amortization expense resulted from additional assets placed in-service including those associated with the NWV Gathering and Jupiter expansion projects.

Six Months Ended June 30, 2016 Compared to Six Months Ended June 30, 2015

Gathering revenues increased by $35.7 million primarily as a result of higher affiliate volumes gathered for the six months ended June 30, 2016 compared to the six months ended June 30, 2015, driven by production development in the Marcellus Shale. EQM increased firm reservation fee revenues as a result of affiliates and third parties contracting for additional capacity under firm contracts. The decrease in usage fees under interruptible contracts was primarily due to these additional contracts for firm capacity.

Operating expenses increased by $6.7 million for the six months ended June 30, 2016 compared to the six months ended June 30, 2015. Selling, general and administrative expense increased primarily as a result of higher allocations and personnel costs from EQT, including incentive compensation. The increase in depreciation and amortization expense resulted from additional assets placed in-service including those associated with the NWV Gathering and Jupiter expansion projects.

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TRANSMISSION AND STORAGE

Operating revenues and operating expenses related to the Allegheny Valley Connector (AVC) facilities do not have an impact on adjusted EBITDA or distributable cash flow as the excess of the AVC revenues over operating and maintenance and selling, general and administrative expenses is paid to EQT as the current monthly lease payment. All revenues related to the AVC facilities are from third parties.

RESULTS OF OPERATIONS

	Three Months Ended June 30,						Six Months Ended June 30,
	2016		2015		% Change		2016		2015		% Change
FINANCIAL DATA	(Thousands, other than per day amounts)
Firm reservation fee revenues	$	60,284	$	56,671	6.4		$	130,393	$	124,854	4.4
Volumetric based fee revenues:
Usage fees under firm contracts(1)	14,245		10,084		41.3		27,674		19,017		45.5
Usage fees under interruptible contracts	3,194		1,385		130.6		6,941		3,630		91.2
Total volumetric based fee revenues	17,439		11,469		52.1		34,615		22,647		52.8
Total operating revenues	77,723		68,140		14.1		165,008		147,501		11.9
Operating expenses:
Operating and maintenance	7,206		7,438		(3.1	)	15,373		14,694		4.6
Selling, general and administrative	7,834		7,768		0.8		16,112		15,815		1.9
Depreciation and amortization	8,246		7,017		17.5		16,955		13,785		23.0
Total operating expenses	23,286		22,223		4.8		48,440		44,294		9.4
Operating income	$	54,437	$	45,917	18.6		$	116,568	$	103,207	12.9
OPERATIONAL DATA
Transmission pipeline throughput (BBtu per day)
Firm capacity reservation	1,486		1,825		(18.6	)	1,554		1,924		(19.2	)
Volumetric based services(2)	570		257		121.8		528		236		123.7
Total transmission pipeline throughput	2,056		2,082		(1.2	)	2,082		2,160		(3.6	)
Average contracted firm transmission reservation commitments (BBtu per day)	2,386		2,362		1.0		2,703		2,655		1.8
Capital expenditures	$	108,709	$	58,020	87.4		$	155,116	$	79,482	95.2

(1) Includes commodity charges and fees on volumes transported in excess of firm contracted capacity.

(2) Includes volumes transported under interruptible contracts and volumes in excess of firm contracted capacity.

Three Months Ended June 30, 2016 Compared to Three Months Ended June 30, 2015

Transmission and storage revenues increased by $9.6 million for the three months ended June 30, 2016 compared to the three months ended June 30, 2015, driven by production development in the Marcellus Shale by affiliate and third party producers which resulted in higher usage fees under firm and interruptible contracts and higher contracted firm capacity. Reduced firm capacity reservation throughput for the three months ended June 30, 2016 compared to the three months ended June 30, 2015 reflected reduced volumes from third party producers. This reduction did not have a significant impact on firm reservation fee revenues.

Operating expenses increased by $1.1 million for the three months ended June 30, 2016 compared to the three months ended June 30, 2015 as a result of higher depreciation and amortization expense primarily related to the increased investment in the AVC facilities.

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Six Months Ended June 30, 2016 Compared to Six Months Ended June 30, 2015

Transmission and storage revenues increased by $17.5 million for the six months ended June 30, 2016 compared to the six months ended June 30, 2015, driven by production development in the Marcellus Shale by affiliate and third party producers which resulted in higher usage fees under firm and interruptible contracts and higher contracted firm capacity. Reduced firm capacity reservation throughput for the six months ended June 30, 2016 compared to the six months ended June 30, 2015 reflected reduced volumes from third party producers and warmer weather during the first quarter of 2016. This reduction did not have a significant impact on firm reservation fee revenues.

Operating expenses increased by $4.1 million for the six months ended June 30, 2016 compared to the six months ended June 30, 2015 primarily as a result of higher depreciation and amortization expense related to the increased investment in the AVC facilities and additional assets placed in-service.

Other Income Statement Items

Other income increased by $8.3 million for the three months ended June 30, 2016 compared to the three months ended June 30, 2015 primarily driven by increased AFUDC - equity of $4.1 million mainly attributable to increased spending on the OVC project, distributions received from EES of $2.8 million which began in January 2016 and higher equity income related to EQM's portion of the MVP Joint Venture's AFUDC on the MVP. Other income increased by $14.7 million for the six months ended June 30, 2016 compared to the six months ended June 30, 2015 primarily driven by increased AFUDC - equity of $5.8 million mainly attributable to increased spending on the OVC project, distributions received from EES of $5.5 million and higher equity income related to EQM's portion of the MVP Joint Venture's AFUDC on the MVP.

Interest expense decreased by $2.2 million for the three months ended June 30, 2016 compared to the three months ended June 30, 2015 primarily driven by decreased interest expense of $1.0 million on lower credit facility borrowings, lower capital lease interest expense of $0.7 million and higher capitalized interest and AFUDC - debt associated with increased spending on regulated projects. Interest expense decreased by $3.4 million for the six months ended June 30, 2016 compared to the six months ended June 30, 2015 primarily driven by higher capitalized interest and AFUDC - debt of $1.6 million associated with increased spending on regulated projects, lower capital lease interest expense of $1.2 million and decreased interest expense on lower credit facility borrowings.

EQM is not subject to U.S. federal and state income taxes. As previously noted, the NWV Gathering Acquisition, which closed on March 17, 2015, was a transaction between entities under common control for which the consolidated financial statements of EQM were retrospectively recast to reflect the combined entities.  Accordingly, the income tax effects associated with NWV Gathering's operations prior to the NWV Gathering Acquisition were reflected in the consolidated financial statements as NWV Gathering was previously part of EQT’s consolidated federal tax return. The decrease in income tax expense resulted from the timing of the NWV Gathering Acquisition.

See “Investing Activities” and “Capital Requirements” in the “Capital Resources and Liquidity” section below for a discussion of capital expenditures.

Non-GAAP Financial Measures

EQM defines adjusted EBITDA as EQM's net income plus interest expense, depreciation and amortization expense, income tax expense (if applicable) and non-cash long-term compensation expense less equity income, AFUDC - equity, capital lease payments and NWV Gathering adjusted EBITDA prior to the NWV Gathering Acquisition. EQM defines distributable cash flow as adjusted EBITDA less interest expense excluding capital lease interest, capitalized interest and AFUDC - debt, and ongoing maintenance capital expenditures net of expected reimbursements.  Adjusted EBITDA and distributable cash flow are non-GAAP supplemental financial measures that management and external users of EQM’s consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, use to assess:

• EQM’s operating performance as compared to other publicly traded partnerships in the midstream energy industry without regard to historical cost basis or, in the case of adjusted EBITDA, financing methods;

• the ability of EQM’s assets to generate sufficient cash flow to make distributions to EQM’s unitholders;

• EQM’s ability to incur and service debt and fund capital expenditures; and

• the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.

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EQM believes that adjusted EBITDA and distributable cash flow provide useful information to investors in assessing its financial condition and results of operations. Adjusted EBITDA and distributable cash flow should not be considered as alternatives to net income, operating income, net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Adjusted EBITDA and distributable cash flow have important limitations as analytical tools because they exclude some, but not all, items that affect net income and net cash provided by operating activities. Additionally, because adjusted EBITDA and distributable cash flow may be defined differently by other companies in its industry, EQM’s adjusted EBITDA and distributable cash flow may not be comparable to similarly titled measures of other companies, thereby diminishing the utility of the measures. Distributable cash flow should not be viewed as indicative of the actual amount of cash that EQM has available for distributions from operating surplus or that EQM plans to distribute.

Reconciliation of Non-GAAP Financial Measures

The following table presents a reconciliation of the non-GAAP financial measures adjusted EBITDA and distributable cash flow with the most directly comparable GAAP financial measures of net income and net cash provided by operating activities as derived from EQM's Quarterly Reports on Form 10-Q for the quarters ended June 30, 2016 and March 31, 2016.

	Three Months Ended   June 30,						Six Months Ended   June 30,
	2016			2015			2016			2015
	(Thousands)
Net income	$	124,762		$	91,319		$	253,827		$	186,625
Add:
Interest expense	9,391			11,640			19,649			23,097
Depreciation and amortization expense	15,111			12,258			30,589			24,185
Income tax expense	—			—			—			6,703
Non-cash long-term compensation expense	—			239			195			805
Less:
Equity income	(1,850		)	(394		)	(3,439		)	(394		)
AFUDC – equity	(5,242		)	(1,169		)	(7,714		)	(1,883		)
Capital lease payments for AVC (1)	(4,036		)	(3,427		)	(13,400		)	(12,271		)
Adjusted EBITDA attributable to NWV Gathering prior to acquisition (2)	—			—			—			(19,841		)
Adjusted EBITDA	$	138,136		$	110,466		$	279,707		$	207,026
Less:
Interest expense excluding capital lease interest	(4,196		)	(5,742		)	(9,053		)	(11,274		)
Capitalized interest and AFUDC - debt (3)	(1,706		)	—			(3,136		)	—
Ongoing maintenance capital expenditures net of expected reimbursements (4)	(3,161		)	(1,878		)	(5,130		)	(2,925		)
Distributable cash flow	$	129,073		$	102,846		$	262,388		$	192,827
Net cash provided by operating activities	$	150,426		$	124,443		$	268,680		$	239,102
Adjustments:
Capital lease payments for AVC (1)	(4,036		)	(3,427		)	(13,400		)	(12,271		)
Capital lease interest expense	5,195			5,898			10,596			11,823
Capitalized interest and AFUDC - debt (3)	(1,706		)	—			(3,136		)	—
Ongoing maintenance capital expenditures, net of expected reimbursements (4)	(3,161		)	(1,878		)	(5,130		)	(2,925		)
Current tax expense (benefit)	—			—			—			3,705
Adjusted EBITDA attributable to NWV Gathering prior to acquisition (2)	—			—			—			(19,841		)
Other, including changes in working capital	(17,645		)	(22,190		)	4,778			(26,766		)
Distributable cash flow	$	129,073		$	102,846		$	262,388		$	192,827

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(1) Reflects capital lease payments due under the lease. These lease payments are generally made monthly on a one month lag.

(2) Adjusted EBITDA attributable to NWV Gathering prior to acquisition for the periods presented was excluded from EQM’s adjusted EBITDA calculations as these amounts were generated by NWV Gathering prior to EQM’s acquisition; therefore, they were not amounts that could have been distributed to EQM’s unitholders. Adjusted EBITDA attributable to NWV Gathering for the six months ended June 30, 2015 was calculated as net income of $11.1 million plus depreciation and amortization expense of $2.0 million plus income tax expense of $6.7 million.

(3) As a result of the increased significance of capitalized interest and AFUDC - debt in 2016, this line item was added as an adjustment to the calculation of distributable cash flow for the three and six months ended June 30, 2016. Had distributable cash flow been calculated on a consistent basis, it would have been $1.1 million and $1.6 million lower for the three and six months ended June 30, 2015, respectively, than the numbers presented herein.

(4) Ongoing maintenance capital expenditures, net of expected reimbursements excludes ongoing maintenance that EQM expects to be reimbursed or that was reimbursed by EQT under the terms of EQM's omnibus agreement of zero and $1.5 million for the three months ended June 30, 2016 and 2015, respectively, and $0.2 million and $1.7 million for the six months ended June 30, 2016 and 2015, respectively. Additionally, it excludes ongoing maintenance attributable to NWV Gathering prior to acquisition of $0.3 million for the six months ended June 30, 2015.

See "Executive Overview" above for a discussion of EQM's net income, the GAAP financial measure most directly comparable to adjusted EBITDA. EQM's adjusted EBITDA increased by $27.7 million for the three months ended June 30, 2016 compared to the three months ended June 30, 2015 and $72.7 million for the six months ended June 30, 2016 compared to the six months ended June 30, 2015 primarily as a result of higher operating income on increased revenues driven by production development in the Marcellus Shale and the NWV Gathering Acquisition, which resulted in EBITDA subsequent to the transaction being reflected in adjusted EBITDA.

Net cash provided by operating activities, the GAAP financial measure most directly comparable to distributable cash flow, increased by $29.6 million for the six months ended June 30, 2016 compared to the six months ended June 30, 2015 as discussed in the “Capital Resources and Liquidity" section below. Distributable cash flow increased by $26.2 million for the three months ended June 30, 2016 compared to the three months ended June 30, 2015 and $69.6 million for the six months ended June 30, 2016 compared to the six months ended June 30, 2015 mainly attributable to the increase in adjusted EBITDA.

Outlook

EQM’s principal business objective is to increase the quarterly cash distributions that it pays to its unitholders over time while ensuring the ongoing growth of its business. EQM believes that it is well positioned to achieve growth based on the combination of its relationship with EQT and its strategically located assets, which cover portions of the Marcellus and Utica Shales that lack substantial natural gas pipeline infrastructure. EQM believes it has a competitive advantage in pursuing economically attractive organic expansion projects in its areas of operations, which EQM believes will be a key driver of growth in the future. EQM is also currently pursuing organic growth projects that are expected to provide access to markets in the Midwest, Gulf Coast and Southeast regions. Additionally, EQM may acquire additional midstream assets from EQT or pursue asset acquisitions from third parties. Should EQT choose to pursue midstream asset sales, it is under no contractual obligation to offer the assets to EQM.

EQM expects that the following expansion projects will allow it to capitalize on drilling activity by EQT and third party producers:

• Ohio Valley Connector. The OVC is a 37-mile pipeline that will extend EQM's transmission and storage system from northern West Virginia to Clarington, Ohio, at which point it will interconnect with the Rockies Express Pipeline and may interconnect with other pipelines and liquidity points. The OVC will provide approximately 850 BBtu per day of transmission capacity with an aggregate compression of approximately 38,000 horsepower and is estimated to cost $350 million to $380 million, of which $210 million to $220 million is expected to be spent in 2016. EQT has entered into a 20-year transportation service agreement with EQM for a total of 650 BBtu per day of firm transmission capacity on the OVC. EQM received its FERC certificate to construct and operate the OVC on December 30, 2015 and construction began in January 2016. EQM expects the OVC to be in-service by year-end 2016.

• Range Resources Header Pipeline Project. EQM is constructing a natural gas header pipeline for a subsidiary of Range Resources Corporation (Range Resources) in southwestern Pennsylvania to support Marcellus and Utica development. The pipeline is expected to cost approximately $250 million and is contracted to provide 600 MMcf per

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day of firm capacity backed by a ten-year firm capacity reservation commitment. EQM plans to complete the project in two phases, with phase one expected to be in-service during the second half of 2016 and phase two during the first half of 2017. EQM expects to invest approximately $195 million to $205 million on the project in 2016.

• NWV Gathering and Jupiter Development Areas. EQM expects to invest a total of approximately $370 million, of which approximately $95 million to $105 million is expected to be spent during 2016, related to expansion in the NWV Gathering development area. These expenditures are part of a fully subscribed expansion project expected to raise total firm gathering capacity in the NWV Gathering development area to 640 MMcf per day by mid-year 2017. EQM also plans to invest approximately $20 million in the Jupiter development area to install a gathering pipeline that will extend the gathering system to include additional EQT Production development areas in Greene County, Pennsylvania.

• Transmission Expansion Projects. EQM is evaluating several multi-year transmission capacity expansion projects to support production growth in the Marcellus and Utica Shales that could total an additional 1.5 Bcf per day of capacity by year-end 2018. The projects may include additional compression, pipeline looping and new header pipelines. EQM expects to spend approximately $25 million on these expansion projects during 2016.

• Mountain Valley Pipeline. The MVP Joint Venture is a joint venture with affiliates of each of NextEra Energy, Inc., Consolidated Edison, Inc., WGL Holdings, Inc.,Vega Energy Partners, Ltd. and RGC Resources, Inc. EQM is the operator of the MVP and owned a 45.5% interest in the MVP Joint Venture as of July 28, 2016. The 42 inch diameter MVP has a targeted initial capacity of 2.0 Bcf per day and is estimated to span 300-miles extending from EQM's existing transmission and storage system in Wetzel County, West Virginia to Pittsylvania County, Virginia. As currently designed, the MVP is estimated to cost a total of $3.0 billion to $3.5 billion, excluding AFUDC, with EQM funding its proportionate share through capital contributions made to the joint venture. In 2016, EQM expects to provide capital contributions of approximately $150 million to the MVP Joint Venture, primarily in support of material orders, environmental and land assessments and engineering design work. Expenditures are expected to increase substantially as construction commences, with the bulk of the expenditures expected to be made in 2017 and 2018. The MVP Joint Venture has secured a total of 2.0 Bcf per day of 20-year firm capacity commitments, including a 1.29 Bcf per day firm capacity commitment by EQT, and is currently in negotiation with additional shippers who have expressed interest in the MVP project. The MVP Joint Venture submitted the MVP certificate application to the FERC in October 2015, and the FERC issued the Notice of Schedule for Environmental Review (NOS) on June 28, 2016. Based on the schedule provided in the NOS, the MVP Joint Venture anticipates receiving the certificate and commencing construction in mid-year 2017. The pipeline is expected to be in-service during the fourth quarter of 2018.

See further discussion of capital expenditures in the “Capital Requirements” section below.

Commodity Prices

EQM’s business is dependent on the continued availability of natural gas production and reserves in its areas of operation. Low prices for natural gas, including those resulting from regional basis differentials, could adversely affect development of additional reserves and production that is accessible by EQM’s pipeline and storage assets. The market prices for natural gas were depressed throughout 2015 and the first half of 2016 and continue to be volatile. Lower regional natural gas prices could cause producers to determine in the future that drilling activities in areas outside of EQM’s current areas of operation are strategically more attractive to them. In response to the depressed commodity price environment, a number of large natural gas producers announced their intention to re-evaluate and/or reduce their drilling programs in certain areas, including the Appalachian Basin. EQT's 2016 capital expenditure forecast is significantly lower than EQT's 2015 capital expenditures. EQT, or third party customers on EQM's systems, may reduce capital spending in the future based on commodity prices or other factors. Unless EQM is successful in attracting and retaining unaffiliated third party customers, which accounted for 50% of transmission and storage revenues and 3% of gathering revenues for the six months ended June 30, 2016, its ability to maintain or increase the capacity subscribed and volumes transported under service arrangements on its transmission and storage system as well as the volumes gathered on its gathering systems will be dependent on receiving consistent or increasing commitments from EQT. While EQT has dedicated acreage to EQM, and has entered into long-term firm transmission and gathering contracts on EQM's systems, EQT may determine in the future that drilling in areas outside of EQM's current areas of operations is strategically more attractive to it, and it is under no contractual obligation to continue to develop its acreage dedicated to EQM.

EQM believes the high percentage of its revenues derived from reservation charges under long-term, firm contracts will mitigate the risk of revenue fluctuations due to changes in near-term supply and demand conditions and commodity prices. For

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more information see “Risk Factors-Risks Inherent in Our Business - Any significant decrease in production of natural gas in our areas of operation could adversely affect our business and operating results and reduce our distributable cash flow" included in Item 1A, "Risk Factors" of EQM's Annual Report on Form 10-K for the year ended December 31, 2015.

Capital Resources and Liquidity

EQM’s principal liquidity requirements are to finance its operations, fund capital expenditures and potential acquisitions, make cash distributions and satisfy any indebtedness obligations. EQM’s ability to meet these liquidity requirements will depend on its ability to generate cash in the future as well as its ability to raise capital in banking, capital and other markets. EQM’s available sources of liquidity include cash generated from operations, borrowing under EQM's credit facility, cash on hand, debt offerings and issuances of additional EQM partnership units. EQM expects to fund its remaining 2016 capital expenditures and the expected asset acquisition from EQT with cash on hand and available debt capacity.

Operating Activities

Net cash flows provided by operating activities totaled $268.7 million for the six months ended June 30, 2016 compared to $239.1 million for the six months ended June 30, 2015. The $29.6 million increase was driven by higher operating income for which contributing factors are discussed in the “Executive Overview” and "Business Segment Results of Operations" sections herein, distributions received from EES of $5.5 million and the timing of payments between the two periods.

Investing Activities

Net cash flows used in investing activities totaled $304.0 million for the six months ended June 30, 2016 compared to $765.9 million for the six months ended June 30, 2015. The $461.9 million decrease was primarily attributable to the acquisition of the NWV Gathering net assets from EQT and the Preferred Interest Acquisition, both of which occurred during the six months ended June 30, 2015. These decreases were partly offset by increased capital expenditures as further described in the "Capital Requirements" section herein.

Financing Activities

Net cash used in financing activities totaled $231.4 million for the six months ended June 30, 2016 compared to net cash provided by financing activities of $401.6 million for the six months ended June 30, 2015. Net credit facility repayments and distributions to unitholders in the first six months of 2016 were partly offset by cash received from the sale of common units under the $750 million ATM Program. Cash inflows for the first six months of 2015 from the equity offering and net credit facility borrowings were partly offset by cash payments for the NWV Gathering Acquisition in excess of net assets acquired and distributions to unitholders.

Capital Requirements

The gathering, transmission and storage businesses are capital intensive, requiring significant investment to develop new facilities and to maintain and upgrade existing operations. The following table presents capital expenditures for the three and six months ended June 30, 2016 and 2015.

	Three Months Ended   June 30,				Six Months Ended   June 30,
	2016		2015		2016		2015
	(Thousands)
Expansion capital expenditures (1)	$	187,726	$	122,360	$	301,258	$	177,854
Maintenance capital expenditures:
Ongoing maintenance	3,161		3,413		5,292		5,010
Funded regulatory compliance	101		1,276		276		1,916
Total maintenance capital expenditures	3,262		4,689		5,568		6,926
Total capital expenditures (2)	$	190,988	$	127,049	$	306,826	$	184,780

(1) Expansion capital expenditures do not include capital contributions made to the MVP Joint Venture. Capital contributions to the MVP Joint Venture were $29.2 million and $40.7 million for the three and six months ended June 30, 2016, respectively. In the first quarter of 2015, EQM paid approximately $54.2 million for its acquisition of EQT's ownership interest in the MVP Joint Venture as described in Note B.

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(2) EQM 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 on the statements of consolidated cash flows until they are paid in a subsequent period. Accrued capital expenditures were approximately $49.3 million, $29.4 million and $18.3 million at June 30, 2016, March 31, 2016 and December 31, 2015, respectively. Accrued capital expenditures were approximately $27.0 million, $17.4 million and $51.1 million at June 30, 2015, March 31, 2015 and December 31, 2014, respectively.

Expansion capital expenditures increased by $65.4 million for the three months ended June 30, 2016 compared to the three months ended June 30, 2015 as a result of the timing of spending on projects. In the second quarter of 2016, expansion capital expenditures primarily related to the OVC, the Range Resources Header Pipeline project and the NWV Gathering expansion. In the second quarter of 2015, expansion capital expenditures primarily related to the OVC, the NWV Gathering and Jupiter expansions and a transmission project for Antero Resources Corporation (Antero). EQM completed the Antero transmission project in the second quarter of 2015 and the Jupiter gathering expansion in the fourth quarter of 2015.

Expansion capital expenditures increased by $123.4 million for the six months ended June 30, 2016 compared to the six months ended June 30, 2015 as a result of the timing of spending on projects. In 2016, expansion capital expenditures primarily related to the OVC, the Range Resources Header Pipeline project and the NWV Gathering expansion. In 2015, expansion capital expenditures primarily related to the Jupiter and NWV Gathering expansions, the OVC and the Antero transmission project.

In 2016, expansion capital expenditures and capital contributions to the MVP Joint Venture are expected to be $695 million to $725 million and ongoing maintenance capital expenditures are expected to be approximately $25 million, net of reimbursements. EQM’s future capital investments may vary significantly from period to period based on the available investment opportunities and are expected to grow substantially in future periods for the OVC project, the Range Resources Header Pipeline project, the NWV Gathering expansion and capital contributions to the MVP Joint Venture. Maintenance related capital expenditures are also expected to vary quarter to quarter. EQM expects to fund future capital expenditures primarily through cash on hand, cash generated from operations, availability under its credit facility, debt offerings and issuances of additional EQM partnership units. EQM does not forecast capital expenditures associated with potential midstream projects not committed as of the filing of this Quarterly Report on Form 10-Q.

Credit Facility Borrowings

EQM has a $750 million credit facility that expires in February 2019 on which there were no borrowings outstanding as of June 30, 2016. The 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. Subject to certain terms and conditions, the credit facility has an accordion feature that allows EQM to increase the available revolving borrowings under the facility by up to an additional $250 million. In addition, the credit facility includes a sublimit up to $75 million for same-day swing line advances and a sublimit up to $150 million for letters of credit. EQM has the right to request that one or more lenders make term loans to it under the credit facility subject to the satisfaction of certain conditions, which term loans will be secured by cash and qualifying investment grade securities. EQM’s obligations under the revolving portion of the credit facility are unsecured.

EQM’s credit facility contains various provisions that, if not complied with, could result in termination of the credit facility, require early payment of amounts outstanding or similar actions. The covenants and events of default under the credit facility relate to maintenance of permitted leverage ratio, limitations on transactions with affiliates, limitations on restricted payments, insolvency events, nonpayment of scheduled principal or interest payments, acceleration of and certain other defaults under other financial obligations and change of control provisions. Under the credit facility, EQM is required to maintain a consolidated leverage ratio of not more than 5.00 to 1.00 (or not more than 5.50 to 1.00 for certain measurement periods following the consummation of certain acquisitions). As of June 30, 2016, EQM was in compliance with all debt provisions and covenants.

Security Ratings

The table below sets forth the credit ratings for debt instruments of EQM at June 30, 2016.

Rating Service	Senior Notes	Outlook
Moody’s Investors Service (Moody's)	Ba1	Stable
Standard & Poor’s Ratings Services (S&P)	BBB-	Stable
Fitch Ratings (Fitch)	BBB-	Stable

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EQM’s credit ratings are subject to revision or withdrawal at any time by the assigning rating organization and each rating should be evaluated independently of any other rating. EQM cannot ensure that a rating will remain in effect for any given period of time or that a rating will not be lowered or withdrawn entirely by a credit rating agency if, in its judgment, circumstances so warrant. If any credit rating agency downgrades EQM’s ratings, EQM’s access to the capital markets may be limited, borrowing costs could increase, EQM may be required to provide additional credit assurances in support of commercial agreements such as joint venture agreements and construction contracts, the amount of which may be substantial, and the potential pool of investors and funding sources may decrease. In order to be considered investment grade, a company must be rated Baa3 or higher by Moody’s, BBB- or higher by S&P, or BBB- or higher by Fitch. Anything below these ratings, including EQM's current credit rating of Ba1 by Moody's, is considered non-investment grade.

$750 million ATM Program

As of July 28, 2016, EQM had approximately $443 million in remaining capacity under the $750 million ATM Program.

Distributions

On July 26, 2016, the Board of Directors of the EQM General Partner declared a cash distribution to EQM’s unitholders for the second quarter of 2016 of $0.78 per common unit. The cash distribution will be paid on August 12, 2016 to unitholders of record, including EQGP, at the close of business on August 5, 2016. Based on the 80,581,758 EQM common units outstanding on July 28, 2016, cash distributions to EQGP related to its general partner interest and incentive distribution rights in EQM will be $1.6 million and $22.2 million, respectively. These distribution amounts to EQGP are subject to change if EQM issues additional common units on or prior to the record date for the second quarter2016 distribution.

Commitments and Contingencies

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

Off-Balance Sheet Arrangements

As of June 30, 2016, EQM had issued a $91 million performance guarantee in favor of the MVP Joint Venture to provide performance assurances for MVP Holdco's obligations to fund its proportionate share of the construction budget for the MVP. Upon the FERC’s initial release to begin construction of the MVP, EQM's guarantee will terminate and EQM will be obligated to issue a new guarantee in an amount equal to 33% of MVP Holdco’s remaining obligations to make capital contributions to the MVP Joint Venture in connection with the then remaining construction budget, less, subject to certain limits, any credit assurances issued by any affiliate of EQM under such affiliate's precedent agreement with the MVP Joint Venture.

Critical Accounting Policies

EQM’s critical accounting policies are described in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in EQM’s Annual Report on Form 10-K for the year ended December 31, 2015.  Any new accounting policies or updates to existing accounting policies as a result of new accounting pronouncements have been included in the notes to EQM’s consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for the period ended June 30, 2016. The application of EQM’s critical accounting policies may require management to make judgments and estimates about the amounts reflected in the consolidated financial statements.  Management uses historical experience and all available information to make these estimates and judgments.  Different amounts could be reported using different assumptions and estimates.

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Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

Changes in interest rates affect the amount of interest EQM earns on cash, cash equivalents and short-term investments and the interest rates EQM pays on borrowings on its credit facility. EQM's long-term borrowings are fixed rate and thus do not expose EQM to fluctuations in its results of operations or liquidity from changes in market interest rates. Changes in interest rates do affect the fair value of EQM's fixed rate debt. See Note G to the consolidated financial statements for further discussion of EQM's borrowings and Note H to the consolidated financial statements for a discussion of fair value measurements. EQM may from time to time hedge the interest on portions of its borrowings under the credit facility in order to manage risks associated with floating interest rates.

Credit Risk

EQM is exposed to credit risk which is the risk that EQM may incur a loss if a counterparty fails to perform under a contract. EQM manages its exposure to credit risk associated with customers through credit analysis, credit approval, credit limits and monitoring procedures. For certain transactions, EQM may request letters of credit, cash collateral, prepayments or guarantees as forms of credit support. EQM’s FERC tariff requires tariff customers that do not meet specified credit standards to provide three months of credit support; however, EQM is exposed to credit risk beyond this three month period when its tariff does not require its customers to provide additional credit support. For some of EQM’s more recent long-term contracts associated with system expansions, it has entered into negotiated credit agreements that provide for enhanced forms of credit support if certain credit standards are not met. EQM has historically experienced only minimal credit losses in connection with its receivables. For the six months ended June 30, 2016, approximately 90% of revenues were from investment grade counterparties. EQM is exposed to the credit risk of EQT, its largest customer. In connection with EQM's IPO in 2012, EQT guaranteed all payment obligations, up to a maximum of $50 million, due and payable to Equitrans by EQT Energy, LLC, one of Equitrans’ largest customers. The EQT guaranty will terminate on November 30, 2023 unless terminated earlier by EQT upon 10 days written notice. At June 30, 2016, EQT’s public senior debt had an investment grade credit rating.

Other Market Risks

EQM's credit facility is underwritten by a syndicate of financial institutions, each of which is obligated to fund its pro-rata portion of any borrowings by EQM. No one lender of the 18 financial institutions in the syndicate holds more than 10% of the facility. EQM’s large syndicate group and relatively low percentage of participation by each lender is expected to limit EQM’s exposure to problems or consolidation in the banking industry.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control over Financial Reporting

There were no changes in internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the second quarter of 2016 that have materially affected, or are reasonably likely to materially affect, EQM’s internal control over financial reporting.

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PART II.  OTHER INFORMATION

Item 1. Legal Proceedings

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

Environmental Proceedings

Between September 2015 and February 2016, EQM, as the operator of the AVC facilities that are owned by EQT, received eight Notices of Violation (NOVs) from the Pennsylvania Department of Environmental Protection (PADEP).  The NOVs alleged violations of the Pennsylvania Clean Streams Law in connection with inadvertent releases of sediment and bentonite to water that occurred while drilling for a pipeline replacement project in Cambria County, Pennsylvania.  EQT and EQM immediately addressed the releases and fully cooperated with the PADEP. In April 2016, EQM received a proposed consent assessment of civil penalty from the PADEP that proposed a civil penalty related to the NOVs.  EQM is currently discussing the proposed civil penalty with the PADEP.  While the PADEP’s claims may result in penalties that exceed $100,000, EQM expects that the resolution of this matter will not have a material impact on its financial position, results of operations, liquidity or ability to make distributions.

Item 1A. Risk Factors

On April 8, 2016, the Pipeline and Hazardous Materials Safety Administration (PHMSA) published a notice of proposed rulemaking (NPRM) proposing new requirements applicable to natural gas transmission and gathering lines. As a result of the publication of the NPRM, EQM determined to replace in its entirety the second paragraph of the risk factor entitled “We may incur significant costs and liabilities as a result of pipeline integrity management program testing and related repairs” in Item 1A, “Risk Factors” of EQM’s Annual Report on Form 10-K for the year ended December 31, 2015, as follows:

Changes to pipeline safety laws and regulations that result in more stringent or costly safety standards could have a significant adverse effect on us and similarly situated midstream operators.  For example, in August 2011, PHMSA published an advance notice of proposed rulemaking (2011 Notice) in which the agency was seeking public comment on a number of changes to regulations governing the safety of gas transmission pipelines and gathering lines, including, for example, revising the definitions of “high consequence areas” and “gathering lines” and strengthening integrity management requirements as they apply to existing regulated operators and to currently exempt operators should certain exemptions be removed. In April 2016, PHMSA published a notice of proposed rulemaking responding to several of the integrity management topics raised in the 2011 Notice and proposing new requirements to address safety issues for natural gas transmission and gathering lines that have arisen since the issuance of the 2011 Notice.  The proposed rule, which is subject to a public comment period, would strengthen existing integrity management requirements, expand assessment and repair requirements to pipelines in areas with medium population densities and extend regulatory requirements to onshore gas gathering lines that are currently exempt. We are monitoring and evaluating the effect of these proposed requirements on our operations.

Except as set forth above, as of the date of this report, EQM's risk factors have not changed materially from those discussed in Item 1A, “Risk Factors” of EQM’s Annual Report on Form 10-K for the year ended December 31, 2015.

Item 6. Exhibits

31.1	Rule 13(a)-14(a) Certification of Principal Executive Officer.
31.2	Rule 13(a)-14(a) Certification of Principal Financial Officer.
32	Section 1350 Certification of Principal Executive Officer and Principal Financial Officer.
101	Interactive Data File.

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Signature

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

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:  July 28, 2016

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INDEX TO EXHIBITS

Exhibit No.	Document Description	Method of Filing
31.1	Rule 13(a)-14(a) Certification of Principal Executive Officer.	Filed herewith as Exhibit 31.1.
31.2	Rule 13(a)-14(a) Certification of Principal Financial Officer.	Filed herewith as Exhibit 31.2.
32	Section 1350 Certification of Principal Executive Officer and Principal Financial Officer.	Furnished herewith as Exhibit 32.
101	Interactive Data File.	Filed herewith as Exhibit 101.

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, David L. Porges, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of EQT Midstream Partners, LP;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  July 28, 2016

EQT Midstream Partners, LP

/s/ David L. Porges

David L. Porges

Chairman, President and Chief Executive Officer, EQT Midstream Services, LLC, the registrant’s General Partner

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Robert J. McNally, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of EQT Midstream Partners, LP;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 28, 2016

EQT Midstream Partners, LP

/s/ Robert J. McNally

Robert J. McNally

Senior Vice President and Chief Financial Officer, EQT Midstream Services, LLC, the registrant’s General Partner

EX-32

Exhibit 32

CERTIFICATION

In connection with the Quarterly Report of EQT Midstream Partners, LP (“EQM”) on Form 10-Q for the period ended June 30, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certify pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of EQM.

/s/ David L. Porges	July 28, 2016
David L. Porges President and Chief Executive Officer, EQT Midstream Services, LLC, EQM’s General Partner
/s/ Robert J. McNally	July 28, 2016
Robert J. McNally Senior Vice President and Chief Financial Officer, EQT Midstream Services, LLC, EQM’s General Partner

XML

Document and Entity Information	6 Months Ended
	Jun. 30, 2016 shares
Entity Registrant Name	EQT Midstream Partners, LP
Entity Central Index Key	0001540947
Document Type	10-Q
Document Period End Date	Jun. 30, 2016
Amendment Flag	false
Current Fiscal Year End	--12-31
Entity Filer Category	Large Accelerated Filer
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q2
Common Units
Entity Common Units, Unit Outstanding	80,581,758
General Partner Units
Entity Common Units, Unit Outstanding	1,443,015

XML

Statements of Consolidated Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016		Jun. 30, 2015
Income Statement [Abstract]
Operating revenues	[1]	$ 172,004	$ 144,613	$ 352,605		$ 299,424
Operating expenses:
Operating and maintenance	[2]	15,807	17,232	32,452		31,711
Selling, general and administrative	[2]	16,791	13,727	33,083		29,380
Depreciation and amortization		15,111	12,258	30,589	[3]	24,185	[3]
Total operating expenses		47,709	43,217	96,124		85,276
Operating income		124,295	101,396	256,481		214,148
Other income	[4]	9,858	1,563	16,995		2,277
Interest expense	[5]	9,391	11,640	19,649		23,097
Income before income taxes		124,762	91,319	253,827		193,328
Income tax expense		0	0	0		6,703
Net income		124,762	91,319	253,827	[3]	186,625	[3]
Calculation of limited partners' interest in net income:
Net income		124,762	91,319	253,827	[3]	186,625	[3]
Less pre-acquisition net income allocated to parent		0	0	0		(11,106)
Less general partner interest in net income – general partner units		(2,210)	(1,826)	(4,561)		(3,510)
Less general partner interest in net income – incentive distribution rights		(22,217)	(10,082)	(41,049)		(18,128)
Limited partners' interest in net income		$ 100,335	$ 79,411	$ 208,217		$ 153,881
Net income per limited partner unit - basic (in dollars per share)		$ 1.27	$ 1.12	$ 2.66		$ 2.32
Net income per limited partner unit - diluted (in dollars per share)		$ 1.27	$ 1.12	$ 2.66		$ 2.31
Weighted average limited partner units outstanding - basic (in shares)		78,865	70,722	78,312		66,430
Weighted average limited partner units outstanding - diluted (in shares)		78,865	70,876	78,353		66,591
Cash distributions declared per unit (in dollars per share)	[6]	$ 0.78	$ 0.64	$ 1.525		$ 1.25

[1] Operating revenues included affiliate revenues from EQT of $132.2 million and $107.7 million for the three months ended June 30, 2016 and 2015, respectively, and $263.6 million and $214.3 million for the six months ended June 30, 2016 and 2015, respectively. See Note E.

[2] Operating and maintenance expense included charges from EQT of $8.4 million and $9.0 million for the three months ended June 30, 2016 and 2015, respectively, and $16.4 million and $16.6 million for the six months ended June 30, 2016 and 2015, respectively. Selling, general and administrative expense included charges from EQT of $15.5 million and $12.3 million for the three months ended June 30, 2016 and 2015, respectively, and $30.3 million and $25.1 million for the six months ended June 30, 2016 and 2015, respectively. See Note E.

[3] Financial statements for the six months ended June 30, 2015 included the results of NWV Gathering for the entire period presented as a result of the NWV Gathering Acquisition on March 17, 2015. See Note B.

[4] For the three and six months ended June 30, 2016, other income included distributions received from EES of $2.8 million and $5.5 million, respectively, and equity income from the MVP Joint Venture of $1.9 million and $3.4 million, respectively. For the three and six months ended June 30, 2015, other income included equity income from the MVP Joint Venture of $0.4 million. See Note F.

[5] Interest expense included interest on a capital lease with an affiliate of $5.2 million and $5.9 million for the three months ended June 30, 2016 and 2015, respectively, and $10.6 million and $11.8 million for the six months ended June 30, 2016 and 2015, respectively.

[6] Represents the cash distributions declared related to the period presented. See Note J.

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Statements of Consolidated Operations (Footnotes) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Operating revenues		$ 132,200	$ 107,700	$ 263,600	$ 214,300
Operating and maintenance expense	[1]	15,807	17,232	32,452	31,711
Selling, general and administrative expenses	[1]	16,791	13,727	33,083	29,380
Dividends received		2,800		5,500
Equity income	[2]			3,439	394
AVC
Interest expense on capital lease		5,200	5,900	10,600	11,800
EQT
Operating and maintenance expense		8,400	9,000	16,400	16,600
Selling, general and administrative expenses		15,500	12,300	30,300	25,100
Other Income
Dividends received		3,000		6,000
Other Income | MVP Joint Venture | Variable Interest Entity, Not Primary Beneficiary
Equity income		$ 1,900	$ 400	$ 3,400	$ 400

[1] Operating and maintenance expense included charges from EQT of $8.4 million and $9.0 million for the three months ended June 30, 2016 and 2015, respectively, and $16.4 million and $16.6 million for the six months ended June 30, 2016 and 2015, respectively. Selling, general and administrative expense included charges from EQT of $15.5 million and $12.3 million for the three months ended June 30, 2016 and 2015, respectively, and $30.3 million and $25.1 million for the six months ended June 30, 2016 and 2015, respectively. See Note E.

[2] Financial statements for the six months ended June 30, 2015 included the results of NWV Gathering for the entire period presented as a result of the NWV Gathering Acquisition on March 17, 2015. See Note B.

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Statements of Consolidated Cash Flows (Unaudited) - USD ($) $ in Thousands		6 Months Ended
		Jun. 30, 2016	Jun. 30, 2015
Cash flows from operating activities:
Net income	[1]	$ 253,827	$ 186,625
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	[1]	30,589	24,185
Deferred income taxes	[1]	0	2,998
Equity income	[1]	(3,439)	(394)
AFUDC – equity	[1]	(7,714)	(1,883)
Non-cash long-term compensation expense	[1]	195	805
Changes in other assets and liabilities:
Accounts receivable	[1]	1,382	2,551
Accounts payable	[1]	4,925	4,458
Due to/from EQT affiliates	[1]	(14,958)	16,075
Other assets and other liabilities	[1]	3,873	3,682
Net cash provided by operating activities	[1]	268,680	239,102
Cash flows from investing activities:
Capital expenditures	[1]	(275,828)	(208,890)
MVP Interest Acquisition and capital contributions to the MVP Joint Venture	[1]	(40,663)	(54,229)
Sales of interests in the MVP Joint Venture	[1]	12,533	8,344
Acquisitions – net assets from EQT	[1]	0	(386,791)
Preferred Interest Acquisition	[1]	0	(124,317)
Net cash used in investing activities	[1]	(303,958)	(765,883)
Cash flows from financing activities:
Proceeds from the issuance of EQM common units, net of offering costs	[1]	217,102	698,501
Acquisitions – purchase price in excess of net assets from EQT	[1]	0	(486,392)
Proceeds from credit facility borrowings	[1]	260,000	434,000
Payments of credit facility borrowings	[1]	(559,000)	(122,000)
Distributions paid to unitholders	[1]	(150,668)	(93,402)
Capital contributions	[1]	5,884	246
Net distributions to EQT	[1]	0	(23,866)
Capital lease principal payments	[1]	(4,760)	(5,472)
Net cash (used in) provided by financing activities	[1]	(231,442)	401,615
Net change in cash and cash equivalents	[1]	(266,720)	(125,166)
Cash and cash equivalents at beginning of period	[1]	350,814	126,175
Cash and cash equivalents at end of period	[1]	84,094	1,009
Cash paid during the period for:
Interest, net of amount capitalized	[1]	20,132	23,871
Non-cash activity during the period for:
Increase in capital lease asset/obligation	[1]	24,797	8,235
Increase in MVP Joint Venture investment/payable for capital contributions	[1]	27,052	0
Elimination of net current and deferred tax liabilities	[1]	0	84,446
Limited partner and general partner units issued for acquisitions	[1]	$ 0	$ 52,500

[1] Financial statements for the six months ended June 30, 2015 included the results of NWV Gathering for the entire period presented as a result of the NWV Gathering Acquisition on March 17, 2015. See Note B.

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Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands		Jun. 30, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	[1]	$ 84,094	$ 350,814
Accounts receivable (net of allowance for doubtful accounts of $232 as of June 30, 2016 and $238 as of December 31, 2015)		15,749	17,131
Accounts receivable – affiliate		74,600	77,925
Other current assets		2,341	1,680
Total current assets		176,784	447,550
Property, plant and equipment		2,564,585	2,228,967
Less: accumulated depreciation		(288,111)	(258,974)
Net property, plant and equipment		2,276,474	1,969,993
Investments in unconsolidated entities		260,266	201,342
Other assets		19,804	14,950
Total assets		2,733,328	2,633,835
Current liabilities:
Accounts payable		71,791	35,868
Due to related party		26,002	33,413
Credit facility borrowings		0	299,000
Capital contribution payable to MVP Joint Venture		27,052	0
Accrued interest		8,338	8,753
Accrued liabilities		18,150	12,194
Total current liabilities		151,333	389,228
Long-term debt		493,786	493,401
Lease obligation		190,546	175,660
Other long-term liabilities		9,333	7,834
Total liabilities		844,998	1,066,123
Partners’ capital:
Common units (80,581,758 and 77,520,181 units issued and outstanding at June 30, 2016 and December 31, 2015, respectively)		1,911,473	1,598,675
General partner interest (1,443,015 units issued and outstanding at June 30, 2016 and December 31, 2015)		(23,143)	(30,963)
Total partners’ capital	[1]	1,888,330	1,567,712
Total liabilities and partners’ capital		$ 2,733,328	$ 2,633,835

[1] Financial statements for the six months ended June 30, 2015 included the results of NWV Gathering for the entire period presented as a result of the NWV Gathering Acquisition on March 17, 2015. See Note B.

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Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Accounts receivable, for doubtful accounts	$ 232	$ 238
Common units issued (in shares)	80,581,758	77,520,181
Common units outstanding (in shares)	80,581,758	77,520,181
General partner interest, units issued (in shares)	1,443,015	1,443,015
General partner interest, units outstanding (in shares)	1,443,015	1,443,015

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Statements of Consolidated Partners’ Capital (Unaudited) - USD ($) $ in Thousands		Total	Limited Partners Common	Limited Partners Subordinated	General Partner	Predecessor Equity
Beginning balance at Dec. 31, 2014	[1]	$ 1,006,144	$ 1,647,910	$ (929,374)	$ (27,497)	$ 315,105
Increase (Decrease) in Partners' Capital
Net income	[1]	186,625	153,881		21,638	11,106
Capital contributions	[1]	1,748	1,713		35
Equity-based compensation plans	[1]	864	831		33
Distributions to unitholders	[1]	(93,402)	(68,274)	(10,057)	(15,071)
Conversion of subordinated units to common units	[2]		(939,431)	939,431
Net distributions to EQT	[1]	(23,866)				(23,866)
Proceeds from issuance of common units, net of offering costs	[1]	698,501	696,582		1,919
Elimination of net current and deferred tax liabilities	[1]	84,446				84,446
NWV Gathering net assets from EQT	[1]	(386,791)				(386,791)
Issuance of units	[1]	52,500	38,910		13,590
Purchase price in excess of net assets from EQT	[1]	(538,892)	(505,452)		(33,440)
Ending balance at Jun. 30, 2015	[1]	987,877	1,026,670	0	(38,793)	0
Beginning balance at Dec. 31, 2015	[1]	1,567,712	1,598,675	0	(30,963)	0
Increase (Decrease) in Partners' Capital
Net income	[1]	253,827	208,217		45,610
Capital contributions	[1]	162	159		3
Equity-based compensation plans	[1]	195	195
Distributions to unitholders	[1]	(150,668)	(112,875)		(37,793)
Proceeds from issuance of common units, net of offering costs	[1]	217,102	217,102		0
Ending balance at Jun. 30, 2016	[1]	$ 1,888,330	$ 1,911,473	$ 0	$ (23,143)	$ 0

[1] Financial statements for the six months ended June 30, 2015 included the results of NWV Gathering for the entire period presented as a result of the NWV Gathering Acquisition on March 17, 2015. See Note B.

[2] All subordinated units were converted to common units on a one-for-one basis on February 17, 2015. 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, 2015.

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Statements of Consolidated Partners’ Capital (Unaudited) Statements of Consolidated Partners' Capital (Unaudited) - Parenthetical	Feb. 17, 2015
Statement of Stockholders' Equity [Abstract]
Subordinated units conversion to common unit ratio	1

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Financial Statements

6 Months Ended

Jun. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Financial Statements

Financial Statements

Organization

EQM is a growth-oriented Delaware limited partnership. EQT Midstream Services, LLC (EQM General Partner), a direct wholly owned subsidiary of EQT GP Holdings, LP (EQGP), is the general partner of EQM. References in these consolidated financial statements to EQT refer collectively to EQT Corporation and its consolidated subsidiaries.

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 EQM as of June 30, 2016 and December 31, 2015, the results of its operations for the three and six months ended June 30, 2016 and 2015 and its cash flows and partners' capital for the six months ended June 30, 2016 and 2015. Certain previously reported amounts have been reclassified to conform to the current year presentation. The balance sheet at December 31, 2015 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.

NWV Gathering was a business and the NWV Gathering Acquisition was a transaction between entities under common control; therefore, EQM recorded the assets and liabilities of NWV Gathering at their carrying amounts to EQT on the date of the transaction. The difference between EQT’s net carrying amount and the total consideration paid to EQT was recorded as a capital transaction with EQT, which resulted in a reduction in partners’ capital. EQM recast its consolidated financial statements to retrospectively reflect the NWV Gathering Acquisition as if the business was owned for all periods presented; however, the consolidated financial statements are not necessarily indicative of the results of operations that would have occurred if EQM had owned it during the periods reported.

Due to the seasonal nature of EQM’s utility customer contracts, the interim statements for the three and six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016.

For further information, refer to the consolidated financial statements and footnotes thereto included in EQM’s Annual Report on Form 10-K for the year ended December 31, 2015 as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein.

Recently Issued Accounting Standards

In May 2014, the 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. ASU No. 2014-09 will supersede most of the existing revenue recognition requirements in GAAP when it becomes effective and is required to be adopted using one of two retrospective application methods. 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, including interim periods within that reporting period. Early application is permitted as of the original effective date for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. EQM is currently evaluating the method of adoption and impact this standard will have on its financial statements and related disclosures.

In February 2015, the FASB issued ASU No. 2015-02, Consolidation. The standard changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. EQM adopted this standard in the first quarter of 2016 which had no significant impact on reported results or disclosures.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The changes primarily affect the accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. This standard will eliminate the cost method of accounting for equity investments. The ASU will be effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period, with early adoption of certain provisions permitted. EQM is currently evaluating the impact this standard will have on its financial statements and related disclosures.

In February 2016, the FASB issued ASU No. 2016-02, Leases. The ASU requires, among other things, that lessees recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) 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. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. 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. EQM is currently evaluating the impact this standard will have on its financial statements 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 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. EQM is currently evaluating the impact this standard will have on its financial statements and related disclosures.

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Acquisitions

6 Months Ended

Jun. 30, 2016

Business Combinations [Abstract]

Acquisitions

Acquisitions

NWV Gathering Acquisition

On March 17, 2015, EQT contributed NWV Gathering to EQM Gathering. EQM paid total consideration of approximately $925.7 million to EQT, consisting of approximately $873.2 million in cash, 511,973 EQM common units and 178,816 EQM general partner units.

MVP Interest Acquisition

On March 30, 2015, EQM assumed from EQT 100% of the membership interests in MVP Holdco, the owner of the MVP Interest in the MVP Joint Venture, for approximately $54.2 million. The cash payment represented EQM's reimbursement to EQT for 100% of the capital contributions made by EQT to the MVP Joint Venture as of March 30, 2015. See Note F.

Preferred Interest Acquisition

On April 15, 2015, pursuant to the NWV Gathering Acquisition contribution and sale agreement, EQM acquired the Preferred Interest in EES from EQT for approximately $124.3 million. EES generates revenue from services provided to a local distribution company. See Note F.

XML

Partners' Capital and Net Income per Limited Partner Unit

6 Months Ended

Jun. 30, 2016

Equity [Abstract]

Partners' Capital and Net Income per Limited Partner Unit

Partners' Capital and Net Income per Limited Partner Unit

The following table summarizes EQM's common, subordinated and general partner units issued from January 1, 2015 through June 30, 2016.

	Limited Partner Units			General
	Common	Subordinated		Partner Units	Total
Balance at January 1, 2015	43,347,452	17,339,718		1,238,514	61,925,684
Conversion of subordinated units to common units	17,339,718	(17,339,718	)	—	—
2014 EQM VDA issuance	21,063	—		430	21,493
March 2015 equity offering	9,487,500	—		25,255	9,512,755
NWV Gathering Acquisition consideration	511,973	—		178,816	690,789
$750 million "At the Market" (ATM) Program	1,162,475	—		—	1,162,475
November 2015 equity offering	5,650,000	—		—	5,650,000
Balance at December 31, 2015	77,520,181	—		1,443,015	78,963,196
2014 EQM VDA issuance	19,796	—		—	19,796
EQM Total Return Program issuance	92,472	—		—	92,472
$750 million ATM Program	2,949,309	—		—	2,949,309
Balance at June 30, 2016	80,581,758	—		1,443,015	82,024,773

In February 2016, EQM issued 19,796 common units under the 2014 EQM Value Driver Award (2014 EQM VDA) and 92,472 common units under the EQM Total Return Program, which were compensation programs for EQT employees performing work for EQM. The awards were granted in January 2014 and July 2012, respectively.

During the three months ended June 30, 2016, EQM issued 2,949,309 common units at an average price per unit of $74.42 under the $750 million ATM Program. EQM received net proceeds of approximately $217.1 million after deducting commissions of approximately $2.2 million and other offering expenses of approximately $0.2 million. EQM intends to use the net proceeds from the sales for general partnership purposes, including but not limited to, funding the expected asset acquisition from EQT.

As of June 30, 2016, EQGP and its subsidiaries owned 21,811,643 EQM common units, representing a 26.6% limited partner interest, 1,443,015 EQM general partner units, representing a 1.8% general partner interest, and all of the incentive distribution rights in EQM. As of June 30, 2016, EQT owned 100% of the non-economic general partner interest and a 90.1% limited partner interest in EQGP.

Net Income per Limited Partner Unit

Net income attributable to NWV Gathering for periods prior to March 17, 2015 was not allocated to the limited partners for purposes of calculating net income per limited partner unit. The weighted average phantom unit awards included in the calculation of basic weighted average limited partner units outstanding was 17,308 and 14,123 for the three months ended June 30, 2016 and 2015, respectively, and 16,847 and 13,757 for the six months ended June 30, 2016 and 2015, respectively. Potentially dilutive securities included in the calculation of diluted weighted average limited partner units outstanding totaled zero and 154,576 for the three months ended June 30, 2016 and 2015, respectively, and 41,095 and 161,372 for the six months ended June 30, 2016 and 2015, respectively.

Distributions

On July 26, 2016, the Board of Directors of the EQM General Partner declared a cash distribution to EQM’s unitholders for the second quarter of 2016 of $0.78 per common unit. The cash distribution will be paid on August 12, 2016 to unitholders of record, including EQGP, at the close of business on August 5, 2016. Based on the 80,581,758 EQM common units outstanding on July 28, 2016, cash distributions to EQGP related to its general partner interest and incentive distribution rights in EQM will be $1.6 million and $22.2 million, respectively. These distribution amounts to EQGP are subject to change if EQM issues additional common units on or prior to the record date for the second quarter2016 distribution.

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Financial Information by Business Segment

6 Months Ended

Jun. 30, 2016

Segment Reporting [Abstract]

Financial Information by Business Segment

Financial Information by Business Segment

	Three Months Ended   June 30,				Six Months Ended   June 30,
	2016		2015		2016		2015
	(Thousands)
Revenues from external customers (including affiliates):
Gathering	$	94,281	$	76,473	$	187,597	$	151,923
Transmission and storage	77,723		68,140		165,008		147,501
Total	$	172,004	$	144,613	$	352,605	$	299,424
Operating income:
Gathering	$	69,858	$	55,479	$	139,913	$	110,941
Transmission and storage	54,437		45,917		116,568		103,207
Total operating income	$	124,295	$	101,396	$	256,481	$	214,148
Reconciliation of operating income to net income:
Other income	9,858		1,563		16,995		2,277
Interest expense	9,391		11,640		19,649		23,097
Income tax expense	—		—		—		6,703
Net income	$	124,762	$	91,319	$	253,827	$	186,625

	June 30, 2016		December 31, 2015
	(Thousands)
Segment assets:
Gathering	$	1,105,115	$	963,877
Transmission and storage	1,282,128		1,110,027
Total operating segments	2,387,243		2,073,904
Headquarters, including cash	346,085		559,931
Total assets	$	2,733,328	$	2,633,835

	Three Months Ended   June 30,				Six Months Ended   June 30,
	2016		2015		2016		2015
	(Thousands)
Depreciation and amortization:
Gathering	$	6,865	$	5,241	$	13,634	$	10,400
Transmission and storage	8,246		7,017		16,955		13,785
Total	$	15,111	$	12,258	$	30,589	$	24,185
Expenditures for segment assets:
Gathering	$	82,279	$	69,029	$	151,710	$	105,298
Transmission and storage	108,709		58,020		155,116		79,482
Total (1)	$	190,988	$	127,049	$	306,826	$	184,780

 (1) EQM 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 on the statements of consolidated cash flows until they are paid in a subsequent period. Accrued capital expenditures were approximately $49.3 million, $29.4 million and $18.3 million at June 30, 2016, March 31, 2016 and December 31, 2015, respectively. Accrued capital expenditures were approximately $27.0 million, $17.4 million and $51.1 million at June 30, 2015, March 31, 2015 and December 31, 2014, respectively.

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Related Party Transactions

6 Months Ended

Jun. 30, 2016

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

In the ordinary course of business, EQM has transactions with EQT and its affiliates including, but not limited to, transportation service and precedent agreements, storage agreements and gas gathering agreements.Pursuant to an omnibus agreement, EQT performs centralized corporate, general and administrative services for EQM. In exchange, EQM reimburses EQT for the expenses incurred in providing these services, including direct and indirect costs and expenses attributable to EQT's long-term incentive programs.Pursuant to an operation and management services agreement, EQT Gathering, LLC (EQT Gathering), an indirect wholly owned subsidiary of EQT, provides EQM’s pipelines and storage facilities with certain operational and management services.  EQM reimburses EQT Gathering for such services pursuant to the terms of the omnibus agreement. The expenses for which EQM reimburses EQT and its subsidiaries may not necessarily reflect the actual expenses that EQM would incur on a stand-alone basis and EQM is unable to estimate what those expenses would be on a stand-alone basis. See also Note B, Note C and Note F for further discussion of related party transactions.

EQT terminated the EQT Corporation Retirement Plan for Employees (the Retirement Plan) effective December 31, 2014. On March 2, 2016, the IRS issued a favorable determination letter for the termination of the Retirement Plan. On June 28, 2016, EQT purchased annuities from and transferred the Retirement Plan assets and liabilities to American General Life Insurance Company. As a result, in the third quarter of 2016 EQM will reimburse EQT for its proportionate share of such funding, approximately $5.2 million, related to retirees of Equitrans, L.P. (Equitrans), an indirect wholly owned subsidiary of EQM and the owner of the FERC-regulated transmission, storage and gathering system. The settlement charge is expected to be recoverable in FERC approved rates and thus was recorded as a regulatory asset that will be amortized for rate recovery purposes over a period of 16 years.

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Investments in Unconsolidated Entities

6 Months Ended

Jun. 30, 2016

Equity Method Investments and Joint Ventures [Abstract]

Investments in Unconsolidated Entities

Investments in Unconsolidated Entities

MVP Joint Venture

The MVP Joint Venture plans to construct the Mountain Valley Pipeline (MVP), an estimated 300-mile natural gas interstate pipeline spanning from northern West Virginia to southern Virginia. EQM is the operator of the MVP and owned a 45.5% interest in the MVP Joint Venture as of June 30, 2016. The MVP Joint Venture has been determined to be a variable interest entity because the MVP Joint Venture has insufficient equity to finance activities during the construction stage of the project. EQM is not the primary beneficiary because it does not have the power to direct the activities of the MVP Joint Venture that most significantly impact its economic performance. Certain business decisions require the approval of owners holding more than a 66 2/3% interest in the joint venture and no one member owns more than a 66 2/3% interest. EQM accounted for the MVP Interest as an equity method investment as EQM has the ability to exercise significant influence over operating and financial policies of the MVP Joint Venture.

The value of the equity method investment recorded on the consolidated balance sheets was approximately $135.9 million and $77.0 million as of June 30, 2016 and December 31, 2015, respectively. On July 15, 2016, MVP Holdco paid capital contributions of $27.1 million to the MVP Joint Venture. The capital contribution payable has been reflected on the consolidated balance sheet as of June 30, 2016 with a corresponding increase to EQM's investment in the MVP Joint Venture.

Equity income related to EQM's portion of the MVP Joint Venture's AFUDC on construction of the MVP is reported in other income in the statements of consolidated operations and was $1.9 million and $0.4 million for the three months ended June 30, 2016 and 2015, respectively, and $3.4 million and $0.4 million for the six months ended June 30, 2016 and 2015, respectively.

On January 21, 2016, an affiliate of Consolidated Edison, Inc. (ConEd) acquired a 12.5% interest in the MVP Joint Venture, 8.5% of which was purchased from EQM. EQM received a cash payment of approximately $12.5 million which represented EQM's proportional capital contributions to the MVP Joint Venture through the date of the transaction. ConEd has the right to terminate its purchase of the interest in the MVP Joint Venture and be reimbursed for the purchase price and all capital contributions it makes to the MVP Joint Venture for a period ending no later than December 31, 2016.

As of June 30, 2016, EQM had issued a $91 million performance guarantee in favor of the MVP Joint Venture to provide performance assurances for MVP Holdco's obligations to fund its proportionate share of the construction budget for the MVP. Upon the FERC’s initial release to begin construction of the MVP, EQM's guarantee will terminate and EQM will be obligated to issue a new guarantee in an amount equal to 33% of MVP Holdco’s remaining obligations to make capital contributions to the MVP Joint Venture in connection with the then remaining construction budget, less, subject to certain limits, any credit assurances issued by any affiliate of EQM under such affiliate's precedent agreement with the MVP Joint Venture.

As of June 30, 2016, EQM's maximum financial statement exposure related to the MVP Joint Venture was approximately $227 million, which included the investment balance on the consolidated balance sheet as of June 30, 2016 and amounts which could have become due under the performance guarantee as of that date.

Preferred Interest

EES was determined to be a variable interest entity because it has insufficient equity to finance its activities. EQM is not the primary beneficiary because it does not have the power to direct the activities of EES that most significantly impact its economic performance. The Preferred Interest in EES was determined to be a cost method investment as EQM does not have the ability to exercise significant influence over operating and financial policies of EES.

During the three and six months ended June 30, 2016, EQM received cash distributions from EES of $2.8 million and $5.5 million, respectively, which were included in other income in the accompanying statements of consolidated operations. EQM expects to receive cash distributions of approximately $11 million during the year ended December 31, 2016. As of June 30, 2016 and December 31, 2015, the estimated fair value of EQM's Preferred Interest in EES was approximately $150 million and $140 million, respectively, and the carrying value of EQM's Preferred Interest in EES was $124.3 million at both dates. The fair value of EQM's Preferred Interest in EES is a Level 3 fair value measurement. As of June 30, 2016, the carrying value represents EQM's maximum exposure to loss.

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Credit Facility Borrowings

6 Months Ended

Jun. 30, 2016

Long-term Debt, Current and Noncurrent [Abstract]

Credit Facility Borrowings

Credit Facility Borrowings

EQM has a $750 million credit facility that expires in February 2019. The 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.

EQM had no borrowings outstanding on its credit facility as of June 30, 2016 and had $299 million outstanding as of December 31, 2015. The maximum amount of EQM’s outstanding credit facility borrowings was $128 million and $323 million at any time during the three months ended June 30, 2016 and 2015, respectively, and $299 million and $390 million at any time during the six months ended June 30, 2016 and 2015, respectively. The average daily balance of credit facility borrowings outstanding was approximately $33 million and $302 million for the three months ended June 30, 2016 and 2015, respectively, and approximately $83 million and $182 million for the six months ended June 30, 2016 and 2015, respectively. Interest was incurred on the credit facility borrowings at a weighted average annual interest rate of approximately 1.9% for the three and six months ended June 30, 2016 and approximately 1.7% for the three and six months ended June 30, 2015.

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Fair Value Measurements

6 Months Ended

Jun. 30, 2016

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

The carrying value of cash and cash equivalents, accounts receivable, amounts due to/from related parties and accounts payable approximate fair value due to the short maturity of the instruments; these are considered Level 1 fair values. The carrying value of credit facility borrowings approximates fair value as the interest rates are based on prevailing market rates; this is considered a Level 1 fair value. As of June 30, 2016 and December 31, 2015, the estimated fair value of EQM's long-term debt was approximately $481 million and $414 million, respectively, and the carrying value of EQM's long-term debt was approximately $494 million and $493 million, respectively. The fair value of EQM's long-term debt is a Level 2 fair value measurement. See Note F for the fair value of EQM's Preferred Interest in EES.

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Income Taxes

6 Months Ended

Jun. 30, 2016

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

As a result of its limited partnership structure, EQM is not subject to federal and state income taxes. For federal and state income tax purposes, all income, expenses, gains, losses and tax credits generated by EQM flow through to the unitholders; accordingly, EQM does not record a provision for income taxes.

As discussed in Note B, EQM completed the NWV Gathering Acquisition on March 17, 2015, which was a transaction between entities under common control. Prior to this transaction, the income from NWV Gathering was included in EQT’s consolidated federal tax return; therefore, the NWV Gathering operations were subject to income taxes. Accordingly, the income tax effects associated with the operations of NWV Gathering prior to the NWV Gathering Acquisition were reflected in EQM’s consolidated financial statements. In conjunction with the NWV Gathering Acquisition, approximately $84.4 million of net current and deferred income tax liabilities were eliminated through equity.

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Distributions

6 Months Ended

Jun. 30, 2016

Equity [Abstract]

Distributions

Partners' Capital and Net Income per Limited Partner Unit

The following table summarizes EQM's common, subordinated and general partner units issued from January 1, 2015 through June 30, 2016.

	Limited Partner Units			General
	Common	Subordinated		Partner Units	Total
Balance at January 1, 2015	43,347,452	17,339,718		1,238,514	61,925,684
Conversion of subordinated units to common units	17,339,718	(17,339,718	)	—	—
2014 EQM VDA issuance	21,063	—		430	21,493
March 2015 equity offering	9,487,500	—		25,255	9,512,755
NWV Gathering Acquisition consideration	511,973	—		178,816	690,789
$750 million "At the Market" (ATM) Program	1,162,475	—		—	1,162,475
November 2015 equity offering	5,650,000	—		—	5,650,000
Balance at December 31, 2015	77,520,181	—		1,443,015	78,963,196
2014 EQM VDA issuance	19,796	—		—	19,796
EQM Total Return Program issuance	92,472	—		—	92,472
$750 million ATM Program	2,949,309	—		—	2,949,309
Balance at June 30, 2016	80,581,758	—		1,443,015	82,024,773

In February 2016, EQM issued 19,796 common units under the 2014 EQM Value Driver Award (2014 EQM VDA) and 92,472 common units under the EQM Total Return Program, which were compensation programs for EQT employees performing work for EQM. The awards were granted in January 2014 and July 2012, respectively.

During the three months ended June 30, 2016, EQM issued 2,949,309 common units at an average price per unit of $74.42 under the $750 million ATM Program. EQM received net proceeds of approximately $217.1 million after deducting commissions of approximately $2.2 million and other offering expenses of approximately $0.2 million. EQM intends to use the net proceeds from the sales for general partnership purposes, including but not limited to, funding the expected asset acquisition from EQT.

As of June 30, 2016, EQGP and its subsidiaries owned 21,811,643 EQM common units, representing a 26.6% limited partner interest, 1,443,015 EQM general partner units, representing a 1.8% general partner interest, and all of the incentive distribution rights in EQM. As of June 30, 2016, EQT owned 100% of the non-economic general partner interest and a 90.1% limited partner interest in EQGP.

Net Income per Limited Partner Unit

Net income attributable to NWV Gathering for periods prior to March 17, 2015 was not allocated to the limited partners for purposes of calculating net income per limited partner unit. The weighted average phantom unit awards included in the calculation of basic weighted average limited partner units outstanding was 17,308 and 14,123 for the three months ended June 30, 2016 and 2015, respectively, and 16,847 and 13,757 for the six months ended June 30, 2016 and 2015, respectively. Potentially dilutive securities included in the calculation of diluted weighted average limited partner units outstanding totaled zero and 154,576 for the three months ended June 30, 2016 and 2015, respectively, and 41,095 and 161,372 for the six months ended June 30, 2016 and 2015, respectively.

Distributions

On July 26, 2016, the Board of Directors of the EQM General Partner declared a cash distribution to EQM’s unitholders for the second quarter of 2016 of $0.78 per common unit. The cash distribution will be paid on August 12, 2016 to unitholders of record, including EQGP, at the close of business on August 5, 2016. Based on the 80,581,758 EQM common units outstanding on July 28, 2016, cash distributions to EQGP related to its general partner interest and incentive distribution rights in EQM will be $1.6 million and $22.2 million, respectively. These distribution amounts to EQGP are subject to change if EQM issues additional common units on or prior to the record date for the second quarter2016 distribution.

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Financial Statements (Policies)

6 Months Ended

Jun. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

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 EQM as of June 30, 2016 and December 31, 2015, the results of its operations for the three and six months ended June 30, 2016 and 2015 and its cash flows and partners' capital for the six months ended June 30, 2016 and 2015. Certain previously reported amounts have been reclassified to conform to the current year presentation. The balance sheet at December 31, 2015 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.

NWV Gathering was a business and the NWV Gathering Acquisition was a transaction between entities under common control; therefore, EQM recorded the assets and liabilities of NWV Gathering at their carrying amounts to EQT on the date of the transaction. The difference between EQT’s net carrying amount and the total consideration paid to EQT was recorded as a capital transaction with EQT, which resulted in a reduction in partners’ capital. EQM recast its consolidated financial statements to retrospectively reflect the NWV Gathering Acquisition as if the business was owned for all periods presented; however, the consolidated financial statements are not necessarily indicative of the results of operations that would have occurred if EQM had owned it during the periods reported.

Due to the seasonal nature of EQM’s utility customer contracts, the interim statements for the three and six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016.

For further information, refer to the consolidated financial statements and footnotes thereto included in EQM’s Annual Report on Form 10-K for the year ended December 31, 2015 as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein.

Recently Issued Accounting Standards

Recently Issued Accounting Standards

In May 2014, the 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. ASU No. 2014-09 will supersede most of the existing revenue recognition requirements in GAAP when it becomes effective and is required to be adopted using one of two retrospective application methods. 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, including interim periods within that reporting period. Early application is permitted as of the original effective date for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. EQM is currently evaluating the method of adoption and impact this standard will have on its financial statements and related disclosures.

In February 2015, the FASB issued ASU No. 2015-02, Consolidation. The standard changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. EQM adopted this standard in the first quarter of 2016 which had no significant impact on reported results or disclosures.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The changes primarily affect the accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. This standard will eliminate the cost method of accounting for equity investments. The ASU will be effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period, with early adoption of certain provisions permitted. EQM is currently evaluating the impact this standard will have on its financial statements and related disclosures.

In February 2016, the FASB issued ASU No. 2016-02, Leases. The ASU requires, among other things, that lessees recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) 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. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. 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. EQM is currently evaluating the impact this standard will have on its financial statements 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 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. EQM is currently evaluating the impact this standard will have on its financial statements and related disclosures.

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Partners' Capital and Net Income per Limited Partner Unit (Tables)

6 Months Ended

Jun. 30, 2016

Equity [Abstract]

Summary of Common, Subordinated and General Partner Units Issued

The following table summarizes EQM's common, subordinated and general partner units issued from January 1, 2015 through June 30, 2016.

	Limited Partner Units			General
	Common	Subordinated		Partner Units	Total
Balance at January 1, 2015	43,347,452	17,339,718		1,238,514	61,925,684
Conversion of subordinated units to common units	17,339,718	(17,339,718	)	—	—
2014 EQM VDA issuance	21,063	—		430	21,493
March 2015 equity offering	9,487,500	—		25,255	9,512,755
NWV Gathering Acquisition consideration	511,973	—		178,816	690,789
$750 million "At the Market" (ATM) Program	1,162,475	—		—	1,162,475
November 2015 equity offering	5,650,000	—		—	5,650,000
Balance at December 31, 2015	77,520,181	—		1,443,015	78,963,196
2014 EQM VDA issuance	19,796	—		—	19,796
EQM Total Return Program issuance	92,472	—		—	92,472
$750 million ATM Program	2,949,309	—		—	2,949,309
Balance at June 30, 2016	80,581,758	—		1,443,015	82,024,773

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Financial Information by Business Segment (Tables)

6 Months Ended

Jun. 30, 2016

Segment Reporting [Abstract]

Schedule of Revenue from External Customers and Operating Income and Reconciliation to Net Income

	Three Months Ended   June 30,				Six Months Ended   June 30,
	2016		2015		2016		2015
	(Thousands)
Revenues from external customers (including affiliates):
Gathering	$	94,281	$	76,473	$	187,597	$	151,923
Transmission and storage	77,723		68,140		165,008		147,501
Total	$	172,004	$	144,613	$	352,605	$	299,424
Operating income:
Gathering	$	69,858	$	55,479	$	139,913	$	110,941
Transmission and storage	54,437		45,917		116,568		103,207
Total operating income	$	124,295	$	101,396	$	256,481	$	214,148
Reconciliation of operating income to net income:
Other income	9,858		1,563		16,995		2,277
Interest expense	9,391		11,640		19,649		23,097
Income tax expense	—		—		—		6,703
Net income	$	124,762	$	91,319	$	253,827	$	186,625

Schedule of Segment Assets

	June 30, 2016		December 31, 2015
	(Thousands)
Segment assets:
Gathering	$	1,105,115	$	963,877
Transmission and storage	1,282,128		1,110,027
Total operating segments	2,387,243		2,073,904
Headquarters, including cash	346,085		559,931
Total assets	$	2,733,328	$	2,633,835

Schedule of Depreciation, Amortization, and Expenditures for Segment Assets

	Three Months Ended   June 30,				Six Months Ended   June 30,
	2016		2015		2016		2015
	(Thousands)
Depreciation and amortization:
Gathering	$	6,865	$	5,241	$	13,634	$	10,400
Transmission and storage	8,246		7,017		16,955		13,785
Total	$	15,111	$	12,258	$	30,589	$	24,185
Expenditures for segment assets:
Gathering	$	82,279	$	69,029	$	151,710	$	105,298
Transmission and storage	108,709		58,020		155,116		79,482
Total (1)	$	190,988	$	127,049	$	306,826	$	184,780

 (1) EQM 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 on the statements of consolidated cash flows until they are paid in a subsequent period. Accrued capital expenditures were approximately $49.3 million, $29.4 million and $18.3 million at June 30, 2016, March 31, 2016 and December 31, 2015, respectively. Accrued capital expenditures were approximately $27.0 million, $17.4 million and $51.1 million at June 30, 2015, March 31, 2015 and December 31, 2014, respectively.

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Acquisitions - NWV Gathering Acquisition (Details) - NWV Gathering Acquisition $ in Millions	Mar. 17, 2015 USD ($) shares
Business Acquisition [Line Items]
Consideration paid to acquire preferred interest | $	$ 925.7
Cash payment | $	$ 873.2
Common Partner Units | Partnership Interest
Business Acquisition [Line Items]
Number of common units and general partner units part of consideration (in shares) | shares	511,973
General Partner Units | Partnership Interest
Business Acquisition [Line Items]
Number of common units and general partner units part of consideration (in shares) | shares	178,816

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Acquisitions - MVP Interest Acquisition (Details) $ in Millions	Mar. 30, 2015 USD ($)
MVP Interest in Joint Venture
Business Acquisition [Line Items]
Membership interest (as a percent)	100.00%
Consideration paid	$ 54.2
MVP Holdco
Business Acquisition [Line Items]
Membership interest (as a percent)	100.00%

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Acquisitions - Preferred Interest Acquisition (Details) $ in Millions	Apr. 15, 2015 USD ($)
EQT Energy Supply, LLC
Business Acquisition [Line Items]
Consideration paid	$ 124.3

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Partners' Capital and Net Income per Limited Partner Unit - Summary of Units Issued (Details) - USD ($)	1 Months Ended			3 Months Ended	6 Months Ended	12 Months Ended
	Feb. 29, 2016	Nov. 30, 2015	Mar. 31, 2015	Jun. 30, 2016	Jun. 30, 2016	Dec. 31, 2015
Increase (Decrease) in Partners' Capital
Beginning balance (in shares)					78,963,196	61,925,684
Conversion of subordinated units to common units (in shares)						0
Equity offering (in shares)		5,650,000	9,512,755
At the market program (in shares)					2,949,309	1,162,475
Ending balance (in shares)				82,024,773	82,024,773	78,963,196
Common unit aggregate offering price				$ 750,000,000	$ 750,000,000	$ 750,000,000
NWV Gathering Acquisition
Increase (Decrease) in Partners' Capital
NWV Gathering Acquisition consideration (in shares)						690,789
2014 EQM VDA issuance
Increase (Decrease) in Partners' Capital
Common units (in shares)					19,796	21,493
EQM Total Return Program issuance
Increase (Decrease) in Partners' Capital
Common units (in shares)					92,472
Limited Partners Units Common
Increase (Decrease) in Partners' Capital
Beginning balance (in shares)					77,520,181	43,347,452
Conversion of subordinated units to common units (in shares)						17,339,718
Equity offering (in shares)		5,650,000	9,487,500
At the market program (in shares)					2,949,309	1,162,475
Ending balance (in shares)				80,581,758	80,581,758	77,520,181
Limited Partners Units Common | NWV Gathering Acquisition
Increase (Decrease) in Partners' Capital
NWV Gathering Acquisition consideration (in shares)						511,973
Limited Partners Units Common | 2014 EQM VDA issuance
Increase (Decrease) in Partners' Capital
Common units (in shares)	19,796				19,796	21,063
Limited Partners Units Common | EQM Total Return Program issuance
Increase (Decrease) in Partners' Capital
Common units (in shares)	92,472				92,472
Limited Partners Units Subordinated
Increase (Decrease) in Partners' Capital
Beginning balance (in shares)					0	17,339,718
Conversion of subordinated units to common units (in shares)						(17,339,718)
Equity offering (in shares)		0	0
At the market program (in shares)					0	0
Ending balance (in shares)				0	0	0
Limited Partners Units Subordinated | NWV Gathering Acquisition
Increase (Decrease) in Partners' Capital
NWV Gathering Acquisition consideration (in shares)						0
Limited Partners Units Subordinated | 2014 EQM VDA issuance
Increase (Decrease) in Partners' Capital
Common units (in shares)					0	0
Limited Partners Units Subordinated | EQM Total Return Program issuance
Increase (Decrease) in Partners' Capital
Common units (in shares)					0
General Partner Units
Increase (Decrease) in Partners' Capital
Beginning balance (in shares)					1,443,015	1,238,514
Conversion of subordinated units to common units (in shares)						0
Equity offering (in shares)		0	25,255
At the market program (in shares)					0	0
Ending balance (in shares)				1,443,015	1,443,015	1,443,015
General Partner Units | NWV Gathering Acquisition
Increase (Decrease) in Partners' Capital
NWV Gathering Acquisition consideration (in shares)						178,816
General Partner Units | 2014 EQM VDA issuance
Increase (Decrease) in Partners' Capital
Common units (in shares)					0	430
General Partner Units | EQM Total Return Program issuance
Increase (Decrease) in Partners' Capital
Common units (in shares)					0

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Partners' Capital and Net Income per Limited Partner Unit - Narrative (Details) - USD ($)		1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
		Feb. 29, 2016	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
Class of Stock [Line Items]
At the market program (in shares)					2,949,309		1,162,475
Common unit aggregate offering price			$ 750,000,000		$ 750,000,000		$ 750,000,000
Proceeds from issuance of units	[1]				$ 217,102,000	$ 698,501,000
Weighted average limited partner units outstanding - basic (in shares)			78,865,000	70,722,000	78,312,000	66,430,000
EQTGP
Class of Stock [Line Items]
Number of common units held by parent (in shares)			21,811,643		21,811,643
Ownership interest (as a percent)					26.60%
Number of general partner units held by parent (in shares)			1,443,015		1,443,015
General partner's ownership interest (as a percent)					1.80%
EQTGP | EQT
Class of Stock [Line Items]
Ownership interest (as a percent)					90.10%
General partner's ownership interest (as a percent)					100.00%
2014 EQM VDA issuance
Class of Stock [Line Items]
Common units (in shares)					19,796		21,493
EQM Total Return Program issuance
Class of Stock [Line Items]
Common units (in shares)					92,472
Phantom Units
Class of Stock [Line Items]
Weighted average limited partner units outstanding - basic (in shares)			17,308	14,123	16,847	13,757
Performance Shares and Phantom Share Units PSUs
Class of Stock [Line Items]
Potentially dilutive securities included in the calculation of diluted weighted average limited partner units outstanding (in shares)			0	154,576	41,095	161,372
Limited Partners Units Common
Class of Stock [Line Items]
At the market program (in shares)					2,949,309		1,162,475
Limited Partners Units Common | 2014 EQM VDA issuance
Class of Stock [Line Items]
Common units (in shares)		19,796			19,796		21,063
Limited Partners Units Common | EQM Total Return Program issuance
Class of Stock [Line Items]
Common units (in shares)		92,472			92,472
Limited Partners Units Common | Common Units
Class of Stock [Line Items]
At the market program (in shares)			2,949,309
Average price per unit (in dollars per share)			$ 74.42
Proceeds from issuance of units			$ 217,100,000
Commissions deducted from proceeds of unit issuance			2,200,000		$ 2,200,000
Other offering expenses			$ 200,000		$ 200,000

[1] Financial statements for the six months ended June 30, 2015 included the results of NWV Gathering for the entire period presented as a result of the NWV Gathering Acquisition on March 17, 2015. See Note B.

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Financial Information by Business Segment (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016		Jun. 30, 2015		Mar. 31, 2016	Dec. 31, 2015	Mar. 31, 2015	Dec. 31, 2014
Revenues from external customers (including affiliates):
Total	[1]	$ 172,004	$ 144,613	$ 352,605		$ 299,424
Operating income:
Total operating income		124,295	101,396	256,481		214,148
Reconciliation of operating income to net income:
Other income	[2]	9,858	1,563	16,995		2,277
Interest expense	[3]	9,391	11,640	19,649		23,097
Income tax expense		0	0	0		6,703
Net income		124,762	91,319	253,827	[4]	186,625	[4]
Segment assets:
Total assets		2,733,328		2,733,328					$ 2,633,835
Depreciation and amortization:
Total		15,111	12,258	30,589	[4]	24,185	[4]
Expenditures for segment assets:
Accrued capital expenditures		49,300	27,000	49,300		27,000		$ 29,400	18,300	$ 17,400	$ 51,100
Operating Segment
Segment assets:
Total assets		2,387,243		2,387,243					2,073,904
Depreciation and amortization:
Total		15,111	12,258	30,589		24,185
Expenditures for segment assets:
Total		190,988	127,049	306,826		184,780
Headquarters, including cash
Segment assets:
Total assets		346,085		346,085					559,931
Gathering | Operating Segment
Revenues from external customers (including affiliates):
Total		94,281	76,473	187,597		151,923
Operating income:
Total operating income		69,858	55,479	139,913		110,941
Segment assets:
Total assets		1,105,115		1,105,115					963,877
Depreciation and amortization:
Total		6,865	5,241	13,634		10,400
Expenditures for segment assets:
Total		82,279	69,029	151,710		105,298
Transmission and storage | Operating Segment
Revenues from external customers (including affiliates):
Total		77,723	68,140	165,008		147,501
Operating income:
Total operating income		54,437	45,917	116,568		103,207
Segment assets:
Total assets		1,282,128		1,282,128					$ 1,110,027
Depreciation and amortization:
Total		8,246	7,017	16,955		13,785
Expenditures for segment assets:
Total		$ 108,709	$ 58,020	$ 155,116		$ 79,482

[1] Operating revenues included affiliate revenues from EQT of $132.2 million and $107.7 million for the three months ended June 30, 2016 and 2015, respectively, and $263.6 million and $214.3 million for the six months ended June 30, 2016 and 2015, respectively. See Note E.

[2] For the three and six months ended June 30, 2016, other income included distributions received from EES of $2.8 million and $5.5 million, respectively, and equity income from the MVP Joint Venture of $1.9 million and $3.4 million, respectively. For the three and six months ended June 30, 2015, other income included equity income from the MVP Joint Venture of $0.4 million. See Note F.

[3] Interest expense included interest on a capital lease with an affiliate of $5.2 million and $5.9 million for the three months ended June 30, 2016 and 2015, respectively, and $10.6 million and $11.8 million for the six months ended June 30, 2016 and 2015, respectively.

[4] Financial statements for the six months ended June 30, 2015 included the results of NWV Gathering for the entire period presented as a result of the NWV Gathering Acquisition on March 17, 2015. See Note B.

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Related Party Transactions - Narrative (Details) - Reimbursement of EQT Proportionate Share - EQT - Parent - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2016	Sep. 30, 2016
Related Party Transaction [Line Items]
Regulatory asset amortization period	16 years
Scenario, Forecast
Related Party Transaction [Line Items]
Reimbursement for termination of Retirement Plan		$ 5.2

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Investments in Unconsolidated Entities (Details) $ in Thousands				3 Months Ended		6 Months Ended		12 Months Ended
		Jul. 15, 2016 USD ($)	Jan. 21, 2016 USD ($)	Jun. 30, 2016 USD ($) mi	Jun. 30, 2015 USD ($)	Jun. 30, 2016 USD ($) mi	Jun. 30, 2015 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)
Schedule of Equity Method Investments [Line Items]
Capital call notice	[1]					$ 40,663	$ 54,229
Equity income	[1]					3,439	394
Cash payment	[1]					12,533	8,344
Issuance of performance guarantee				$ 91,000		91,000
Dividends received				2,800		5,500
Other Income
Schedule of Equity Method Investments [Line Items]
Dividends received				3,000		6,000
Scenario, Forecast
Schedule of Equity Method Investments [Line Items]
Dividends received								$ 11,000
Variable Interest Entity, Not Primary Beneficiary
Schedule of Equity Method Investments [Line Items]
Fair value of preferred interest				150,000		150,000			$ 140,000
Carrying value of preferred interest				$ 124,300		$ 124,300			124,300
MVP Joint Venture | Beneficial Owner
Schedule of Equity Method Investments [Line Items]
Percentage of ownership interest				66.67%		66.67%
MVP Joint Venture | Variable Interest Entity, Not Primary Beneficiary
Schedule of Equity Method Investments [Line Items]
Percentage of ownership interest				45.50%		45.50%
Investments in unconsolidated affiliates				$ 135,900		$ 135,900			$ 77,000
Cash payment			$ 12,500
Maximum financial statement exposure				227,000		227,000
MVP Joint Venture | Variable Interest Entity, Not Primary Beneficiary | Other Income
Schedule of Equity Method Investments [Line Items]
Equity income				$ 1,900	$ 400	$ 3,400	$ 400
MVP Joint Venture | Variable Interest Entity, Not Primary Beneficiary | Subsequent Event
Schedule of Equity Method Investments [Line Items]
Capital call notice		$ 27,100
MVP
Schedule of Equity Method Investments [Line Items]
Length of pipeline (in miles) | mi				300		300
MVP Joint Venture | Variable Interest Entity, Not Primary Beneficiary
Schedule of Equity Method Investments [Line Items]
Percentage of remaining obligations				33.00%		33.00%
MVP Joint Venture | Variable Interest Entity, Not Primary Beneficiary | Affiliate of Consolidated Edison, Inc.
Schedule of Equity Method Investments [Line Items]
Percentage of acquired interest			12.50%
Purchase of ownership interest (as a percent)			8.50%

[1] Financial statements for the six months ended June 30, 2015 included the results of NWV Gathering for the entire period presented as a result of the NWV Gathering Acquisition on March 17, 2015. See Note B.

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Credit Facility Borrowings (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
Line of Credit
Long-term debt
Maximum amount of outstanding short-term loans at any time during the period	$ 128,000,000	$ 323,000,000	$ 299,000,000	$ 390,000,000
Average daily balance of short-term loans outstanding	$ 33,000,000	$ 302,000,000	$ 83,000,000	$ 182,000,000
Weighted average annual interest rate	1.90%	1.70%	1.90%	1.70%
Revolving Credit Facility | Line of Credit
Long-term debt
Short-term debt amount outstanding	$ 0		$ 0		$ 299,000,000
Line of Credit
Long-term debt
Maximum borrowing capacity	$ 750,000,000		$ 750,000,000

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Fair Value Measurements (Details) - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying value of long-term debt	$ 493,786	$ 493,401
Fair Value, Measurements, Recurring | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Estimated fair value of long-term debt	481,000	414,000
Fair Value, Measurements, Recurring | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying value of long-term debt	$ 494,000	$ 493,000

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Income Taxes (Details) - USD ($) $ in Thousands		6 Months Ended
	Mar. 17, 2015	Jun. 30, 2015
Income Tax Disclosure [Abstract]
Net current and deferred income tax liabilities eliminated through equity	$ 84,400	$ 84,446	[1]

[1] Financial statements for the six months ended June 30, 2015 included the results of NWV Gathering for the entire period presented as a result of the NWV Gathering Acquisition on March 17, 2015. See Note B.

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Distributions (Details) - USD ($) $ / shares in Units, $ in Millions			3 Months Ended		6 Months Ended
		Aug. 12, 2016	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Jul. 28, 2016	Dec. 31, 2015	Dec. 31, 2014
Subsequent Event [Line Items]
Cash distribution to the company's common and subordinated unitholders declared (in dollars per share)	[1]		$ 0.78	$ 0.64	$ 1.525	$ 1.25
Common units outstanding (in shares)			82,024,773		82,024,773			78,963,196	61,925,684
Scenario, Forecast
Subsequent Event [Line Items]
Cash distribution declared to the general partner		$ 1.6
Incentive distribution rights		$ 22.2
Subsequent Event
Subsequent Event [Line Items]
Common units outstanding (in shares)							80,581,758

[1] Represents the cash distributions declared related to the period presented. See Note J.