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, 2018

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  x  No  ¨

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

Large Accelerated Filer   x		Accelerated Filer                  ¨	Emerging Growth Company       ¨
Non-Accelerated Filer     ¨	(Do not check if a smaller reporting company)	Smaller Reporting Company ¨

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

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

As of June 30, 2018, there were 86,480,648 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, 2018 and 2017	4
		Statements of Consolidated Cash Flows for the Six Months Ended June 30, 2018 and 2017	5
		Consolidated Balance Sheets as of June 30, 2018 and December 31, 2017	6
		Statements of Consolidated Equity for the Six Months Ended June 30, 2018 and 2017	7
		Notes to Consolidated Financial Statements	8
Item 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.		Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.		Controls and Procedures	27
Part II.	Other Information:
Item 1.		Legal Proceedings	28
Item 1A.		Risk Factors	28
Item 6.		Exhibits	33
Signature			34

2

Glossary of Commonly Used Terms, Abbreviations and Measurements

adjusted EBITDA – a supplemental non-GAAP (as defined below) financial measure defined by EQT Midstream Partners, LP and subsidiaries (collectively, EQM) as net income attributable to EQM plus net interest expense, depreciation, amortization of intangible assets, Preferred Interest (as defined below) payments, non-cash long-term compensation expense and transaction costs less equity income, AFUDC – equity (as defined) and adjusted EBITDA of assets prior to acquisition.

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

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 net interest expense excluding interest income on the Preferred Interest, capitalized interest and AFUDC – debt, ongoing maintenance capital expenditures net of expected reimbursements and transaction costs.

gas – all references to "gas" refer to natural gas.

Preferred Interest – the preferred interest that EQM has in EQT Energy Supply, LLC (EES).

The $750 Million ATM Program – EQM's at-the-market (ATM) common unit offering program, pursuant to which a group of managers, acting as EQM's sales agents, may sell EQM common units having an aggregate offering price of up to $750 million.

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

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

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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,
	2018			2017			2018			2017
	(Thousands, except per unit amounts)
Operating revenues (2)	$	269,761		$	196,815		$	556,323		$	396,887
Operating expenses:
Operating and maintenance (3)	24,587			18,315			44,047			35,132
Selling, general and administrative (3)	24,438			15,812			43,436			33,212
Depreciation	28,076			21,400			55,461			41,947
Amortization of intangible assets	10,387			—			20,773			—
Total operating expenses	87,488			55,527			163,717			110,291
Operating income	182,273			141,288			392,606			286,596
Equity income (4)	10,938			5,111			19,749			9,388
Other income	944			1,402			1,842			2,939
Net interest expense (5)	20,683			8,662			31,399			16,588
Net income	173,472			139,139			382,798			282,335
Net income attributable to noncontrolling interests	853			—			3,346			—
Net income attributable to EQM	$	172,619		$	139,139		$	379,452		$	282,335
Calculation of limited partner interest in net income:
Net income attributable to EQM	$	172,619		$	139,139		$	379,452		$	282,335
Less pre-acquisition net income allocated to parent	(11,407		)	—			(41,022		)	—
Less general partner interest in net income – general partner units	(1,700		)	(2,448		)	(4,791		)	(4,967		)
Less general partner interest in net income – IDRs	(68,121		)	(34,150		)	(112,285		)	(64,836		)
Limited partner interest in net income	$	91,391		$	102,541		$	221,354		$	212,532
Net income per limited partner unit – basic and diluted	$	1.09		$	1.27		$	2.69		$	2.64
Weighted average limited partner units outstanding – basic and diluted	83,553			80,603			82,290			80,602
Cash distributions declared per unit (6)	$	1.09		$	0.935		$	2.155		$	1.825

(1) As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of Rice Olympus Midstream LLC (ROM), Strike Force Midstream Holdings LLC (Strike Force) and Rice West Virginia Midstream LLC (Rice WV), which were acquired by EQM effective on May 1, 2018 (the May 2018 Acquisition), because this transaction was between entities under common control.

(2) Operating revenues included affiliate revenues from EQT Corporation and subsidiaries (collectively, EQT) of $180.4 million and $148.2 million for the three months ended June 30, 2018 and 2017, respectively, and $361.6 million and $291.6 million for six months ended June 30, 2018 and 2017, respectively. See Note F.

(3) Operating and maintenance expense included charges from EQT of $11.3 million and $9.3 million for the three months ended June 30, 2018 and 2017, respectively, and $21.8 million and $19.2 million for the six months ended June 30, 2018 and 2017, respectively. Selling, general and administrative expense included charges from EQT of $19.0 million and $15.2 million for the three months ended June 30, 2018 and 2017, respectively, and $36.6 million and $31.6 million for the six months ended June 30, 2018 and 2017, respectively. See Note F.

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

(5) Net interest expense included interest income on the Preferred Interest in EES of $1.7 million and $1.7 million for the three months ended June 30, 2018 and 2017, respectively, and $3.3 million and $3.4 million for the six months ended June 30, 2018 and 2017, 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.

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EQT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES

Statements of Consolidated Cash Flows (Unaudited) ⁽¹⁾ 

	Six Months Ended   June 30,
	2018			2017
	(Thousands)
Cash flows from operating activities:
Net income	$	382,798		$	282,335
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	55,461			41,947
Amortization of intangible assets	20,773			—
Equity income	(19,749		)	(9,388		)
AFUDC – equity	(2,137		)	(3,297		)
Non-cash long-term compensation expense	331			225
Changes in other assets and liabilities:
Accounts receivable	718			(599		)
Accounts payable	8,019			2,426
Due to/from EQT affiliates	(11,210		)	1,410
Other assets and other liabilities	6,642			5,246
Net cash provided by operating activities	441,646			320,305
Cash flows from investing activities:
Capital expenditures	(302,876		)	(149,413		)
Capital contributions to the MVP Joint Venture	(182,805		)	(59,940		)
May 2018 Acquisition from EQT	(1,193,160		)	—
Principal payments received on the Preferred Interest	2,172			2,054
Net cash used in investing activities	(1,676,669		)	(207,299		)
Cash flows from financing activities:
Proceeds from credit facility borrowings	2,000,500			150,000
Payments on credit facility borrowings	(2,180,500		)	(110,000		)
Proceeds from issuance of long-term debt	2,500,000			—
Debt discount and issuance costs	(30,295		)	—
Distributions paid to unitholders	(258,211		)	(202,060		)
Distributions to noncontrolling interest	(750		)	—
Acquisition of 25% of Strike Force Midstream LLC	(175,000		)	—
Capital contributions	15,672			216
Net contributions from EQT	3,660			—
Net cash provided by (used in) financing activities	1,875,076			(161,844		)
Net change in cash and cash equivalents	640,053			(48,838		)
Cash and cash equivalents at beginning of period	44,062			60,368
Cash and cash equivalents at end of period	$	684,115		$	11,530
Cash paid during the period for:
Interest, net of amount capitalized	$	29,961		$	20,996
Non-cash activity during the period for:
(Decrease) increase in capital contribution receivable from EQT	$	(12,251	)	$	758

(1) As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition because this transaction was between entities under common control.

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

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EQT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES

Consolidated Balance Sheets (Unaudited) ⁽¹⁾ 

	June 30,   2018			December 31,   2017
	(Thousands, except number of units)
ASSETS
Current assets:
Cash and cash equivalents	$	684,115		$	44,062
Accounts receivable (net of allowance for doubtful accounts of $1,400 and $446 as of June 30, 2018 and December 31, 2017, respectively)	47,587			48,305
Accounts receivable – affiliate	119,097			110,292
Other current assets	14,085			12,754
Total current assets	864,884			215,413
Property, plant and equipment	4,363,068			4,077,282
Less: accumulated depreciation	(440,924		)	(398,245		)
Net property, plant and equipment	3,922,144			3,679,037
Investment in unconsolidated entity	1,003,299			460,546
Goodwill	37,954			37,954
Intangible assets, net	596,887			617,660
Other assets	137,257			136,966
Total assets	$	6,562,425		$	5,147,576
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	84,969		$	80,637
Due to related party	41,519			31,673
Capital contribution payable to MVP Joint Venture	445,933			105,734
Accrued interest	12,309			10,926
Accrued liabilities	25,144			16,936
Total current liabilities	609,874			245,906
Credit facility borrowings	—			180,000
Senior notes	3,453,975			987,352
Regulatory and other long-term liabilities	21,442			20,273
Total liabilities	4,085,291			1,433,531
Equity:
Predecessor equity	—			1,391,615
Noncontrolling interest	—			173,472
Common (86,480,648 and 80,581,758 units issued and outstanding at June 30, 2018 and December 31, 2017, respectively)	2,448,531			2,147,706
General partner (1,443,015 units issued and outstanding at June 30, 2018 and December 31, 2017)	28,603			1,252
Total equity	2,477,134			3,714,045
Total liabilities and equity	$	6,562,425		$	5,147,576

(1) As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition because this transaction was between entities under common control.

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

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EQT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES

Statements of Consolidated Equity (Unaudited) ⁽¹⁾ 

	Predecessor Equity			Noncontrolling Interest			Limited Partners Common			General Partner			Total Equity
	(Thousands)
Balance at January 1, 2017	$	—		$	—		$	2,008,510		$	(14,956	)	$	1,993,554
Net income	—			—			212,532			69,803			282,335
Capital contributions	—			—			956			18			974
Equity-based compensation plans	—			—			225			—			225
Distributions paid to unitholders	—			—			(140,212		)	(61,848		)	(202,060		)
Balance at June 30, 2017	$	—		$	—		$	2,082,011		$	(6,983	)	$	2,075,028
Balance at January 1, 2018	$	1,391,615		$	173,472		$	2,147,706		$	1,252		$	3,714,045
Net income	41,022			3,346			221,354			117,076			382,798
Capital contributions	—			—			3,361			60			3,421
Equity-based compensation plans	—			—			331			—			331
Distributions paid to unitholders	—			—			(168,426		)	(89,785		)	(258,211		)
Net contributions from EQT	3,660			—			—			—			3,660
Distributions to noncontrolling interests	—			(750		)	—			—			(750		)
Acquisition of 25% of Strike Force Midstream LLC	—			(176,068		)	1,068			—			(175,000		)
May 2018 Acquisition from EQT (2)	(1,436,297		)	—			243,137			—			(1,193,160		)
Balance at June 30, 2018	$	—		$	—		$	2,448,531		$	28,603		$	2,477,134

(1) As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition because this transaction was between entities under common control.

(2) Under common control accounting, any difference between consideration transferred and the net assets received at historical cost is recorded as an equity transaction. In addition, equity issued in a common control transaction is recorded at an amount equal to the carrying value of the net assets transferred, even if the equity issued has a readily determinable fair value. As a result, the EQM common units issued in the May 2018 Acquisition are valued at the excess of the net assets received by EQM over the cash consideration.

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

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EQT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

A. Financial Statements

Organization and Basis of Presentation

EQM is a growth-oriented Delaware limited partnership. EQT Midstream Services, LLC (EQM General Partner) is a direct wholly owned subsidiary of EQT GP Holdings, LP (EQGP) and is the general partner of EQM.

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, 2018 and December 31, 2017, the results of its operations for the three and six months ended June 30, 2018 and 2017, and its cash flows and equity for the six months ended June 30, 2018 and 2017. Certain previously reported amounts have been reclassified to conform to the current year presentation. The balance sheet at December 31, 2017 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.

EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition because this transaction was between entities under common control. The recast is for the period the acquired businesses were under the common control of EQT, which began on November 13, 2017 as a result of EQT's merger with Rice Energy Inc. (Rice) (the Rice Merger). EQM recorded the assets and liabilities acquired in the May 2018 Acquisition at their carrying amounts to EQT on the effective date of the transaction. The consolidated financial statements are not necessarily indicative of the actual results of operations if EQM and the assets acquired in the May 2018 Acquisition been operated together during the pre-acquisition periods.

Due to the seasonal nature of EQM's utility customer contracts, the interim statements for the three and six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018.

For further information, refer to the consolidated financial statements and related footnotes for the year ended December 31, 2017 and "Management's Discussion and Analysis of Financial Condition and Results of Operations," in each case as included in EQM's Current Report on Form 8-K as filed with the SEC on June 12, 2018.

Recently Issued Accounting Standards

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

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The standard primarily affects accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments, and eliminates the cost method of accounting for equity investments. EQM adopted this standard in the first quarter of 2018 with no significant effect on its financial statements or related disclosures.

In February 2016, the FASB issued ASU No. 2016-02, Leases. The standard requires an entity to record assets and obligations for contracts currently recognized as operating leases. Lessees and lessors must apply a modified retrospective transition approach. The ASU will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early adoption permitted. EQM has performed a high-level identification of agreements covered by this standard, is currently evaluating processes and internal controls and is in the process of implementing a third-party supported lease accounting information system to facilitate the accounting and financial reporting requirements.

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

8

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. The ASU will be effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period. EQM is currently evaluating the effect this standard will have on its financial statements and related disclosures.

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test of Goodwill Impairment. ASU 2017-04 simplifies the quantitative goodwill impairment test requirements by eliminating the requirement to calculate the implied fair value of goodwill (Step 2 of the current goodwill impairment test). Instead, a company would record an impairment charge based on the excess of a reporting unit’s carrying value over its fair value (measured in Step 1 of the current goodwill impairment test). Entities will apply the standard’s provisions prospectively. EQM adopted this standard in the first quarter of 2018 with no significant effect on its financial statements or related disclosures.

B. Acquisitions and Merger

May 2018 Acquisition

On April 25, 2018, EQT, Rice Midstream Holdings LLC, a wholly owned subsidiary of EQT, EQM and EQM Gathering Holdings, LLC (EQM Gathering), a wholly owned subsidiary of EQM, entered into a Contribution and Sale Agreement pursuant to which EQM Gathering acquired from EQT all of EQT's interests in ROM, Strike Force and Rice WV in exchange for an aggregate of 5,889,282 EQM common units and aggregate cash consideration of $1.15 billion, plus working capital adjustments. ROM owns a natural gas gathering system that gathers gas from wells located primarily in Belmont County, Ohio. Strike Force owns a 75% limited liability company interest in Strike Force Midstream LLC (Strike Force Midstream). The May 2018 Acquisition closed on May 22, 2018 with an effective date of May 1, 2018.

As a result of the recast, EQM recognized approximately $38.0 million of goodwill. The goodwill value was based on a valuation performed by EQT as of November 13, 2017 with regard to the Rice Merger. EQT recorded goodwill as the excess of the estimated enterprise value of ROM, Strike Force and Rice WV over the sum of the fair value amounts allocated to the assets and liabilities of ROM, Strike Force and Rice WV. Goodwill was allocated to the value attributed to additional growth opportunities, synergies and operating leverage within the Gathering segment. Prior to the recast, EQM had no goodwill. The following table summarizes the allocation of the fair value of the assets and liabilities of ROM, Strike Force and Rice WV as of November 13, 2017 through pushdown accounting from EQT. The preliminary allocation to certain assets and/or liabilities may be adjusted by material amounts as EQT continues to finalize the fair value estimates.

	At November 13, 2017
	(Thousands)
Estimated fair value of ROM, Strike Force and Rice WV (1)	$	1,514,743
Estimated Fair Value of Assets Acquired and Liabilities Assumed:
Current assets (2)	66,586
Intangible assets (3)	623,200
Property and equipment, net (4)	846,823
Other non-current assets	71
Current liabilities (2)	(59,891		)
Total estimated fair value of assets acquired and liabilities assumed	$	1,476,789
Goodwill	37,954

(1) Includes the estimated fair value attributable to noncontrolling interest of $166 million.

(2) The fair value of current assets and current liabilities were assumed to approximate their carrying values.

(3) The identifiable intangible assets for customer relationships were estimated by applying a discounted cash flow approach which was adjusted for customer attrition assumptions and projected market conditions.

(4) The estimated fair value of long-lived property and equipment were determined utilizing estimated replacement cost adjusted for a usage or obsolescence factor.

As a result of the recast, EQM also recognized approximately $623.2 million in intangible assets. These intangible assets were valued by EQT based upon the estimated fair value of the customer contracts as of November 13, 2017. The customer contracts were assigned a useful life of 15 years and are amortized on a straight-line basis. Amortization expense for the three and six

9

months ended June 30, 2018 was $10.4 million and $20.8 million, respectively. As of June 30, 2018 and December 31, 2017, accumulated amortization was $26.3 million and $5.5 million, respectively. There was no amortization expense recognized for the three and six months ended June 30, 2017. The estimated annual amortization expense over the next five years is $41.5 million.

Gulfport Transaction

On May 1, 2018, pursuant to the Purchase and Sale Agreement dated April 25, 2018, by and among EQM, EQM Gathering, Gulfport Energy Corporation (Gulfport) and an affiliate of Gulfport, EQM Gathering acquired the remaining 25% limited liability company interest in Strike Force Midstream not owned by Strike Force for $175 million (the Gulfport Transaction). As a result, EQM owned 100% of Strike Force Midstream effective as of May 1, 2018.

EQM-RMP Merger

On April 25, 2018, EQM entered into an Agreement and Plan of Merger (the Merger Agreement) with Rice Midstream Partners LP (RMP), Rice Midstream Management LLC, the general partner of RMP (the RMP General Partner), the EQM General Partner, EQM Acquisition Sub, LLC, a wholly owned subsidiary of EQM (Merger Sub), EQM GP Acquisition Sub, LLC, a wholly owned subsidiary of EQM (GP Merger Sub), and, solely for certain limited purposes set forth therein, EQT. Pursuant to the Merger Agreement, on July 23, 2018, Merger Sub and GP Merger Sub merged with and into RMP and the RMP General Partner, respectively, with RMP and the RMP General Partner surviving as wholly owned subsidiaries of EQM (the EQM-RMP Merger). Pursuant to the Merger Agreement, each RMP common unit issued and outstanding immediately prior to the effective time of the EQM-RMP Merger was converted into the right to receive 0.3319 EQM common units (the Merger Consideration), the issued and outstanding incentive distributions rights of RMP were canceled and each outstanding award of phantom units in respect of RMP common units fully vested and converted into the right to receive the Merger Consideration, less applicable tax withholding, in respect of each RMP common unit subject thereto. The aggregate Merger Consideration consisted of approximately 34 million EQM common units. As a result of the EQM-RMP Merger, RMP's common units are no longer publicly traded.

Also in connection with the completion of the EQM-RMP Merger, on July 23, 2018, EQM repaid the approximately $260 million of borrowings outstanding under the Credit Agreement, dated as of December 22, 2014, by and among RMP, as parent guarantor, Rice Midstream OpCo LLC, a wholly owned subsidiary of RMP, as borrower, Wells Fargo Bank, N.A., as administrative agent, and the lenders and other parties from time to time party thereto (the RMP Credit Agreement), and the RMP Credit Agreement was terminated.

C. Revenue from Contracts with Customers

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

EQM provides gathering, transmission and storage services in two manners: firm service and interruptible service. Firm service contracts are typically long term and include firm reservation fees, which are fixed, monthly charges for the guaranteed reservation of pipeline or storage capacity. Volumetric based fees under firm contracts include usage fees and charges for actual volumes transported, gathered or stored in excess of the firm contracted volume. Interruptible service contracts include volumetric based fees, which are charges for the volume of gas actually gathered, transported or stored and do not guarantee access to the pipeline or storage facility. These contracts can be short or long term. Firm and interruptible contracts are billed at the end of each calendar month, with payment typically due within 21 days.

Under a firm contract, EQM has a stand-ready obligation to provide the service over the life of the contract. The performance obligation for firm reservation fee revenue is satisfied over time as the pipeline capacity is made available to the customer. As such, EQM recognizes firm reservation fee revenue evenly over the contract period, using a time-elapsed output method to measure progress. The performance obligation for volumetric based fee revenues for usage fees under firm and interruptible contracts is generally satisfied upon EQM's monthly billing to the customer for actual volumes gathered, transported or stored during the month. The amount billed corresponds directly to the value of EQM's performance to date as the customer obtains value as each volume is gathered, transported or stored.

Certain of EQM's gas gathering agreements are structured with minimum volume commitments (MVC), which specify minimum quantities for which a customer will be charged regardless of actual quantities gathered under the contract. Revenue is recognized for MVCs when the performance obligation has been met, which is the earlier of when the gas is gathered or when it is remote that the producer will be able to meet its MVC.

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For the three and six months ended June 30, 2018 and 2017, all revenues recognized on EQM's statements of consolidated operations are from contracts with customers. As of June 30, 2018 and December 31, 2017, all receivables recorded on EQM's consolidated balance sheets represent performance obligations that have been satisfied and for which an unconditional right to consideration exists.

The table below provides disaggregated revenue information by EQM business segment for the three and six months ended June 30, 2018.

	Three Months Ended June 30, 2018
	Gathering		Transmission		Total
	(Thousands)
Firm reservation fee revenues	$	111,702	$	82,222	$	193,924
Volumetric based fee revenues:
Usage fees under firm contracts (1)	9,956		4,828		14,784
Usage fees under interruptible contracts (2)	58,958		2,095		61,053
Total volumetric based fee revenues	68,914		6,923		75,837
Total operating revenues	$	180,616	$	89,145	$	269,761
	Six Months Ended June 30, 2018
	Gathering		Transmission		Total
	(Thousands)
Firm reservation fee revenues	$	221,635	$	179,997	$	401,632
Volumetric based fee revenues:
Usage fees under firm contracts (1)	22,064		8,650		30,714
Usage fees under interruptible contracts (2)	116,545		7,432		123,977
Total volumetric based fee revenues	138,609		16,082		154,691
Total operating revenues	$	360,244	$	196,079	$	556,323

(1) Includes fees on volumes gathered and transported in excess of firm contracted capacity and also for transmission includes commodity charges and fees on all volumes transported under firm contracts.

(2) Includes volumes from contracts under which EQM has agreed to hold capacity available but for which it does not receive a capacity reservation fee.

Based on total projected contractual revenues and including contracts associated with expected future capacity from expansion projects that are not yet fully constructed but for which EQM has entered into firm contracts, EQM's firm gathering contracts and firm transmission and storage contracts had weighted average remaining terms of approximately 8 and 15 years, respectively, as of December 31, 2017.

The following table summarizes the transaction price allocated to EQM's remaining performance obligations under all contracts with firm reservation fees and MVCs as of June 30, 2018.

		2018		2019		2020		2021		2022		Thereafter		Total
	(Thousands)
Gathering firm reservation fees		$	223,806	$	471,226	$	547,153	$	557,152	$	557,152	$	2,841,279	$	5,197,768
Gathering revenues supported by MVCs		—		65,700		71,370		71,175		71,175		136,875		416,295
Transmission firm reservation fees		179,786		347,061		347,261		341,769		338,010		2,602,572		4,156,459
Total		$	403,592	$	883,987	$	965,784	$	970,096	$	966,337	$	5,580,726	$	9,770,522

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D. Equity and Net Income per Limited Partner Unit

The following table summarizes EQM's limited partner common units and general partner units issued from January 1, 2018 through June 30, 2018. There were no issuances in 2017.

	Limited Partner Common Units	General Partner Units	Total
Balance at January 1, 2018	80,581,758	1,443,015	82,024,773
Common units issued (1)	9,608	—	9,608
May 2018 Acquisition consideration	5,889,282	—	5,889,282
Balance at June 30, 2018	86,480,648	1,443,015	87,923,663

(1) Units issued upon a resignation from the EQM General Partner's Board of Directors in February 2018.

As of June 30, 2018, EQGP owned 21,811,643 EQM common units, representing a 24.8% limited partner interest, 1,443,015 EQM general partner units, representing a 1.6% general partner interest, and all of the IDRs in EQM. As of June 30, 2018, EQT owned 5,889,282 EQM common units, representing a 6.7% limited partner interest in EQM, 100% of the non-economic general partner interest in EQGP and a 91.3% limited partner interest in EQGP.

As a result of the EQM-RMP Merger, on July 23, 2018, an indirect wholly owned subsidiary of EQT received 9,544,530 EQM common units as Merger Consideration.

Net Income per Limited Partner Unit. Net income attributable to the May 2018 Acquisition for the periods prior to May 1, 2018, was not allocated to the limited partners for purposes of calculating net income per limited partner unit as these pre-acquisition amounts were not available to the unitholders. The weighted average phantom unit awards included in the calculation of basic weighted average limited partner units outstanding was 17,369 and 21,041 for the three months ended June 30, 2018 and 2017, respectively, and 20,467 and 20,506 for the six months ended June 30, 2018 and 2017, respectively.

E. Financial Information by Business Segment

	Three Months Ended   June 30,				Six Months Ended   June 30,
	2018		2017		2018		2017
	(Thousands)
Revenues from external customers (including affiliates):
Gathering	$	180,616	$	112,145	$	360,244	$	214,474
Transmission	89,145		84,670		196,079		182,413
Total operating revenues	$	269,761	$	196,815	$	556,323	$	396,887
Operating income:
Gathering	$	121,631	$	83,425	$	252,513	$	157,129
Transmission	60,642		57,863		140,093		129,467
Total operating income	$	182,273	$	141,288	$	392,606	$	286,596
Reconciliation of operating income to net income:
Equity income (1)	10,938		5,111		19,749		9,388
Other income	944		1,402		1,842		2,939
Net interest expense	20,683		8,662		31,399		16,588
Net income	$	173,472	$	139,139	$	382,798	$	282,335

(1) Equity income is included in the Transmission segment.

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	June 30,   2018		December 31,   2017
	(Thousands)
Segment assets:
Gathering	$	3,250,242	$	3,020,491
Transmission (1)	2,505,947		1,948,047
Total operating segments	5,756,189		4,968,538
Headquarters, including cash	806,236		179,038
Total assets	$	6,562,425	$	5,147,576

(1) The equity investment in the MVP Joint Venture was included in the headquarters segment prior to June 30, 2018. As of June 30, 2018, the investment in the MVP Joint Venture was included in the Transmission segment and the amount at December 31, 2017 has been recast to confirm with this presentation.

	Three Months Ended   June 30,				Six Months Ended   June 30,
	2018		2017		2018		2017
	(Thousands)
Depreciation:
Gathering	$	15,646	$	9,555	$	30,590	$	18,415
Transmission	12,430		11,845		24,871		23,532
Total	$	28,076	$	21,400	$	55,461	$	41,947
Expenditures for segment assets:
Gathering	$	139,099	$	53,708	$	252,297	$	102,546
Transmission	27,962		29,978		46,891		51,367
Total (1)	$	167,061	$	83,686	$	299,188	$	153,913

(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 in the statements of consolidated cash flows until they are paid in a subsequent period. Accrued capital expenditures were approximately $62.3 million, $60.3 million and $66.0 million at June 30, 2018, March 31, 2018 and December 31, 2017, respectively. Accrued capital expenditures were approximately $31.2 million, $34.0 million and $26.7 million at June 30, 2017, March 31, 2017 and December 31, 2016, respectively.

F. Related Party Transactions

In the ordinary course of business, EQM engages in transactions with EQT and its affiliates including, but not limited to, gas gathering agreements, transportation service and precedent agreements and storage agreements. Pursuant to an omnibus agreement, EQT performs centralized corporate, general and administrative services for EQM and provides a license for the use of the name "EQT" and related marks in connection with EQM's business. In exchange, EQM reimburses EQT for the expenses incurred by EQT in providing these services. The omnibus agreement also provides for certain indemnification obligations between EQM and EQT. Pursuant to a secondment agreement, employees of EQT and its affiliates may be seconded to EQM to provide operating and other services with respect to EQM's business under the direction, supervision and control of EQM. EQM reimburses EQT and its affiliates for the services provided by the seconded employees. The expenses for which EQM reimburses EQT and its affiliates may not necessarily reflect the actual expenses that EQM would incur on a stand-alone basis. EQM is unable to estimate what those expenses would be on a stand-alone basis.

G. Investment in Unconsolidated Entity

The MVP Joint Venture is constructing 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, 2018. The MVP Joint Venture is a variable interest entity because it has insufficient equity to finance its activities during the construction stage of the project. 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 MVP Joint Venture and no one member owns more than a 66 2/3% interest. The MVP Joint Venture is an equity method investment for accounting purposes as EQM has the ability to exercise significant influence over operating and financial policies of the MVP Joint Venture.

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In May 2018, the MVP Joint Venture issued a capital call notice to MVP Holdco, LLC (MVP Holdco), a direct wholly owned subsidiary of EQM, for $445.9 million, of which $193.4 million was paid in July 2018 and $252.5 million is expected to be paid in the third quarter of 2018. The capital contribution payable has been reflected on the consolidated balance sheet as of June 30, 2018 with a corresponding increase to EQM's investment in the MVP Joint Venture.

Equity income is primarily EQM's portion of the MVP Joint Venture's AFUDC on construction of the MVP.

As of June 30, 2018, 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. As of June 30, 2018, EQM's maximum financial statement exposure related to the MVP Joint Venture was approximately $1,094 million, which consists of the investment in unconsolidated entity balance on the consolidated balance sheet as of June 30, 2018 and amounts that could have become due under EQM's performance guarantee as of that date.

The following tables summarize the unaudited condensed financial statements for the MVP Joint Venture.

Condensed Consolidated Balance Sheets

	June 30,   2018		December 31,   2017
	(Thousands)
Current assets	$	1,161,641	$	330,271
Noncurrent assets	1,334,266		747,728
Total assets	$	2,495,907	$	1,077,999
Current liabilities	$	290,855	$	65,811
Equity	2,205,052		1,012,188
Total liabilities and equity	$	2,495,907	$	1,077,999

Condensed Statements of Consolidated Operations

	Three Months Ended   June 30,				Six Months Ended   June 30,
	2018		2017		2018		2017
	(Thousands)
Net interest income	$	7,732	$	2,730	$	13,915	$	4,977
AFUDC - equity	16,307		8,503		29,489		15,656
Net income	$	24,039	$	11,233	$	43,404	$	20,633

H. Debt

Credit Facility Borrowings

$1 Billion Facility. EQM has a $1 billion credit facility that expires in July 2022. The $1 Billion Facility is available to fund working capital requirements and capital expenditures, to purchase assets, to pay distributions and repurchase units and for general partnership purposes (including purchasing assets from EQT and other third parties). EQM's $1 Billion Facility contains various provisions that, if violated, could result in termination of the credit facility, require early payment of amounts outstanding or similar actions. The most significant covenants and events of default relate to maintenance of a 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 $1 Billion 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).

EQM had no letters of credit outstanding under its credit facility as of June 30, 2018 and December 31, 2017. During the three and six months ended June 30, 2018, the maximum amount of EQM's outstanding borrowings under EQM's credit facility at any time was $338 million and $420 million, respectively, and the average daily balance was approximately $122 million and $211 million, respectively. EQM incurred interest at weighted average annual interest rates of approximately 3.4% and 3.2% for the three and six months ended June 30, 2018, respectively. There were no borrowings outstanding at any time during the

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three and six months ended June 30, 2017. During the third quarter, EQM intends to increase its borrowing capacity from $1 billion up to $2 billion.

364-Day Facility. EQM has a $500 million, 364-day, uncommitted revolving loan agreement with EQT that matures on October 24, 2018 and will automatically renew for successive 364-day periods unless EQT delivers a non-renewal notice at least 60 days prior to the then current maturity date. Interest accrues on outstanding borrowings at an interest rate equal to the rate then applicable to similar loans under the $1 Billion Facility, or a successor revolving credit facility, less the sum of (i) the then applicable commitment fee under the $1 Billion Facility and (ii) 10 basis points.

EQM had no borrowings outstanding on the 364-Day Facility as of June 30, 2018 and December 31, 2017. There were no borrowings outstanding at any time during the three and six months ended June 30, 2018. During the three and six months ended June 30, 2017, the maximum amount of EQM's outstanding borrowings under the credit facility at any time was $100 million and the average daily balances were approximately $55 million and $40 million, respectively. EQM incurred interest at weighted average annual interest rates of approximately 2.2% and 2.1% for the three and six months ended June 30, 2017, respectively. EQM expects EQT to terminate the 364-Day Facility at or prior to the proposed separation of EQT's production and midstream businesses (the Separation). 

EQM Term Loan Facility. On April 25, 2018, EQM entered into a $2.5 billion unsecured multi-draw 364-day term loan facility with a syndicate of lenders. The EQM Term Loan Facility was used to fund the cash consideration for the May 2018 Acquisition, to repay borrowings under EQM's $1 Billion Facility and for other general partnership purposes. During the second quarter 2018, the balance outstanding under the EQM Term Loan Facility was repaid, and the EQM Term Loan Facility was terminated on June 25, 2018 in connection with EQM's issuance of the 2018 Senior Notes (defined below). As a result of the termination, EQM expensed $3 million of deferred issuance costs. From April 25, 2018 through June 25, 2018, the maximum amount of EQM's outstanding borrowings under the EQM Term Loan Facility at any time was $1,825 million and the average daily balance was approximately $1,231 million. EQM incurred interest at a weighted average annual interest rate of approximately 3.3% for the period from April 25, 2018 through June 25, 2018.

2018 Senior Notes. During the second quarter of 2018, EQM issued 4.75% senior notes due July 15, 2023 in the aggregate principal amount of $1.1 billion, 5.50% senior notes due July 15, 2028 in the aggregate principal amount of $850 million and 6.50% senior notes due July 15, 2048 in the aggregate principal amount of $550 million (collectively, the 2018 Senior Notes). EQM received net proceeds from the offering of approximately $2,465.8 million, inclusive of a discount of $11.8 million and estimated debt issuance costs of $22.4 million. The net proceeds were used to repay the balance outstanding under the EQM Term Loan Facility and the RMP Credit Agreement and the remainder is expected to be used for general partnership purposes. The 2018 Senior Notes were issued pursuant to new supplemental indentures to EQM's existing indenture dated August 1, 2014. The 2018 Senior Notes contain covenants that limit EQM's ability to, among other things, incur certain liens securing indebtedness, engage in certain sale and leaseback transactions, and enter into certain consolidations, mergers, conveyances, transfers or leases of all or substantially all of the EQM's assets.

As of June 30, 2018, EQM was in compliance with all debt provisions and covenants.

I. Fair Value Measurements

The carrying values 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 value measurements. The carrying value of the credit facility borrowings approximates fair value as the interest rates are based on prevailing market rates; this is considered a Level 1 fair value measurement. As EQM's senior notes are not actively traded, their fair values are considered Level 2 fair value measurements and are estimated using a standard industry income approach model that applies a discount rate based on market rates for debt with similar remaining time to maturity and credit risk. As of June 30, 2018 and December 31, 2017, the estimated fair value of EQM's senior notes was approximately $3,454 million and $1,006 million, respectively, and the carrying value of EQM's senior notes was approximately $3,454 million and $987 million, respectively. The fair value of the Preferred Interest is a Level 3 fair value measurement and is estimated using an income approach model that applies a market-based discount rate. As of June 30, 2018 and December 31, 2017, the estimated fair value of the Preferred Interest was approximately $125 million and $133 million, respectively, and the carrying value of the Preferred Interest was approximately $117 million and $119 million, respectively.

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J. Distributions

On July 24, 2018, the Board of Directors of the EQM General Partner declared a cash distribution to EQM's unitholders for the second quarter of 2018 of $1.09 per common unit. The cash distribution will be paid on August 14, 2018 to unitholders of record at the close of business on August 3, 2018. Based on the EQM common units outstanding on July 26, 2018, cash distributions to EQGP will be approximately $23.8 million related to its limited partner interest, $2.4 million related to its general partner interest and $68.1 million related to its IDRs in EQM. The distribution amounts to EQGP related to its general partner interest and IDRs in EQM are subject to change if EQM issues additional common units on or prior to the record date for the second quarter2018 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

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 and its subsidiaries, including guidance regarding EQM's gathering, transmission and storage and water revenue and volume growth; the weighted average contract life of gathering, transmission and storage contracts; infrastructure programs (including the timing, cost, capacity and sources of funding with respect to gathering, transmission and water expansion projects); the cost, capacity, timing of regulatory approvals and anticipated in-service date of the MVP and MVP Southgate; the ultimate terms, partners and structure of the MVP Joint Venture; expansion projects in EQM's operating areas and in areas that would provide access to new markets; asset acquisitions, including EQM's ability to complete asset acquisitions; the impact and outcome of pending and future litigation; the timing of the proposed separation of EQT's production and midstream businesses (the Separation) and the parties' ability to complete the Separation; the amount and timing of distributions, including expected increases; the amounts and timing of projected capital contributions and operating and capital expenditures, including the amount of capital expenditures reimbursable by EQT; the impact of commodity prices on EQM's business; liquidity and financing requirements, including sources and availability and EQM's plan to increase its borrowing capacity up to $2 billion; the effects of government regulation; 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, 2017, as updated by Part II, Item 1A, "Risk Factors," of 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, 2018, net income attributable to EQM was $172.6 million compared to $139.1 million for the three months ended June 30, 2017. The increase resulted primarily from higher gathering and transmission revenues, which were driven mainly by the May 2018 Acquisition which supports affiliate and third party production development, and higher equity income, partly offset by higher operating expenses and higher net interest expense.

For the six months ended June 30, 2018, net income attributable to EQM was $379.5 million compared to $282.3 million for the six months ended June 30, 2017. The increase primarily resulted from higher gathering and transmission revenues, which

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were driven mainly by the May 2018 Acquisition which supports affiliate and third party production development, and higher equity income, partly offset by an increase in operating expenses and higher net interest expense.

EQM declared a cash distribution to its unitholders of $1.09 per unit on July 24, 2018, which was 2% higher than the first quarter 2018 distribution of $1.065 per unit and 17% higher than the second quarter2017 distribution of $0.935 per unit.

Business Segment Results

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 net interest expense 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 E to the consolidated financial statements.

GATHERING RESULTS OF OPERATIONS

	Three Months Ended June 30,					Six Months Ended June 30,
	2018 (1)		2017		% Change	2018 (1)		2017		% Change
	(Thousands, except per day amounts)
FINANCIAL DATA
Firm reservation fee revenues	$	111,702	$	101,858	9.7	$	221,635	$	196,129	13.0
Volumetric based fee revenues:
Usage fees under firm contracts (2)	9,956		6,479		53.7	22,064		11,300		95.3
Usage fees under interruptible contracts(3)	58,958		3,808		1,448.3	116,545		7,045		1,554.3
Total volumetric based fee revenues	68,914		10,287		569.9	138,609		18,345		655.6
Total operating revenues	180,616		112,145		61.1	360,244		214,474		68.0
Operating expenses:
Operating and maintenance	15,777		10,293		53.3	27,686		20,633		34.2
Selling, general and administrative	17,175		8,872		93.6	28,682		18,297		56.8
Depreciation	15,646		9,555		63.7	30,590		18,415		66.1
Amortization of intangible assets	10,387		—		100.0	20,773		—		100.0
Total operating expenses	58,985		28,720		105.4	107,731		57,345		87.9
Operating income	$	121,631	$	83,425	45.8	$	252,513	$	157,129	60.7
OPERATIONAL DATA
Gathered volumes (BBtu per day)
Firm capacity reservation	2,007		1,780		12.8	1,986		1,754		13.2
Volumetric based services (4)	2,494		281		787.5	2,514		253		893.7
Total gathered volumes	4,501		2,061		118.4	4,500		2,007		124.2
Capital expenditures	$	139,099	$	53,708	159.0	$	252,297	$	102,546	146.0

(1) Includes the pre-acquisition results of the May 2018 Acquisition, which was effective on May 1, 2018. The recast is for the period the acquired businesses were under the common control of EQT, which began on November 13, 2017 as a result of the Rice Merger.

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

(3) Includes volumes from contracts under which EQM has agreed to hold capacity available but for which it does not receive a capacity reservation fee.

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

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Three Months Ended June 30, 2018 Compared to Three Months Ended June 30, 2017

Gathering revenues increased by $68.5 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017primarily driven by the May 2018 Acquisition and affiliate and third party production development in the Marcellus Shale. Firm reservation fee revenues increased primarily as a result of increased affiliate and third party contracted gathering capacity, including that on the Range Resources Corporation (Range Resources) header pipeline project, and higher rates on various affiliate wellhead expansion projects in the current period. Usage fees under firm contracts increased due to increased third party and affiliate volumes gathered in excess of firm contracted capacity. Usage fees under interruptible contracts increased as a result of the May 2018 Acquisition, which added revenues of $55.3 million for the three months ended June 30, 2018.

Operating expenses increased by $30.3 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017. Operating and maintenance expense increased as a result of the May 2018 Acquisition as well as an increase in repairs and maintenance expense consistent with the growth of the business. Selling, general and administrative increased as a result of the May 2018 Acquisition and transaction costs associated with that acquisition and the EQM-RMP Merger. Depreciation expense increased primarily as a result of the May 2018 Acquisition and additional assets placed in-service, including those associated with the Range Resources header pipeline project and various wellhead gathering expansion projects. Amortization of intangible assets relates to the May 2018 Acquisition.

Six Months Ended June 30, 2018 Compared to Six Months Ended June 30, 2017

Gathering revenues increased by $145.8 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017primarily driven by the May 2018 Acquisition and affiliate and third party production development in the Marcellus Shale. Firm reservation fee revenues increased primarily as a result of increased affiliate and third party contracted gathering capacity, including that on the Range Resources header pipeline project, and higher rates on various affiliate wellhead expansion projects in the current period. Usage fees under firm contracts increased due to increased third party and affiliate volumes gathered in excess of firm contracted capacity. Usage fees under interruptible contracts increased as a result of the May 2018 Acquisition, which added revenues of $109.0 million for the six months ended June 30, 2018.

Operating expenses increased by $50.4 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017. Operating and maintenance expense increased as a result of the May 2018 Acquisition as well as an increase in repairs and maintenance expense consistent with the growth of the business. Selling, general and administrative increased as a result of the May 2018 Acquisition and transaction costs associated with that acquisition and the EQM-RMP Merger. Depreciation expense increased primarily as a result of the May 2018 Acquisition and additional assets placed in-service, including those associated with the Range Resources header pipeline project and various wellhead gathering expansion projects. Amortization of intangible assets relates to the May 2018 Acquisition.

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TRANSMISSION RESULTS OF OPERATIONS

	Three Months Ended June 30,						Six Months Ended June 30,
	2018		2017		% Change		2018		2017		% Change
	(Thousands, except per day amounts)
FINANCIAL DATA
Firm reservation fee revenues	$	82,222	$	79,512	3.4		$	179,997	$	171,786	4.8
Volumetric based fee revenues:
Usage fees under firm contracts (1)	4,828		3,503		37.8		8,650		6,360		36.0
Usage fees under interruptible contracts	2,095		1,655		26.6		7,432		4,267		74.2
Total volumetric based fee revenues	6,923		5,158		34.2		16,082		10,627		51.3
Total operating revenues	89,145		84,670		5.3		196,079		182,413		7.5
Operating expenses:
Operating and maintenance	8,810		8,022		9.8		16,361		14,499		12.8
Selling, general and administrative	7,263		6,940		4.7		14,754		14,915		(1.1	)
Depreciation	12,430		11,845		4.9		24,871		23,532		5.7
Total operating expenses	28,503		26,807		6.3		55,986		52,946		5.7
Operating income	$	60,642	$	57,863	4.8		$	140,093	$	129,467	8.2
Equity income	$	10,938	$	5,111	114.0		$	19,749	$	9,388	110.4
OPERATIONAL DATA
Transmission pipeline throughput (BBtu per day)
Firm capacity reservation	2,826		2,218		27.4		2,821		2,171		29.9
Volumetric based services (2)	41		21		95.2		41		24		70.8
Total transmission pipeline throughput	2,867		2,239		28.0		2,862		2,195		30.4
Average contracted firm transmission reservation commitments (BBtu per day)	3,607		3,341		8.0		3,873		3,542		9.3
Capital expenditures	$	27,962	$	29,978	(6.7	)	$	46,891	$	51,367	(8.7	)

(1) Includes fees on volumes transported in excess of firm contracted capacity as well as commodity charges and fees on all volumes transported under firm contracts.

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

Three Months Ended June 30, 2018 Compared to Three Months Ended June 30, 2017

Transmission and storage revenues increased by $4.5 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017. Firm reservation fee revenues increased due to higher contractual rates on existing contracts with affiliates and third parties in the current period. Usage fees under firm contracts increased primarily due to increased commodity charges on higher firm contracted volumes. The increase in usage fees under interruptible contracts primarily relates to higher parking revenue, which does not have associated pipeline throughput.

Operating expenses increased by $1.7 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017consistent with the growth of the business.

The increase in equity income of $5.8 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 was primarily related to the increase in the MVP Joint Venture's AFUDC on the MVP.

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Six Months Ended June 30, 2018 Compared to Six Months Ended June 30, 2017

Transmission and storage revenues increased by $13.7 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017. Firm reservation fee revenues increased due to higher contractual rates on existing contracts with third parties and affiliates in the current period, and third parties contracting for additional firm capacity. Usage fees under firm contracts increased primarily due to increased commodity charges. The increase in usage fees under interruptible contracts primarily relates to higher parking revenue, which does not have associated pipeline throughput.

Operating expenses increased by $3.0 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017consistent with the growth of the business.

Equity income increased $10.4 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 primarily due to the increase in the MVP Joint Venture's AFUDC on the MVP.

Other Income Statement Items

Other income decreased by $0.5 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and $1.1 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 as a result of lower AFUDC – equity, which was related to the timing of spending on regulated projects.

The increase in net interest expense of $12.0 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and $14.8 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 was primarily due to increased interest of $7.6 million and $9.9 million, respectively, on higher borrowings on EQM's credit facilities, deferred issuance costs expensed in the second quarter of 2018 associated with the termination of the EQM Term Loan and interest incurred on the 2018 Senior Notes.

Net income attributable to noncontrolling interest for the three and six months ended June 30, 2018 was $0.9 million and $3.3 million, respectively. As discussed in Note A, on May 1, 2018, EQM acquired the remaining 25% limited liability company interest in Strike Force Midstream. As a result, EQM owned 100% of Strike Force Midstream effective as of May 1, 2018.

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

Non-GAAP Financial Measures

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.

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 it plans to distribute.

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Reconciliation of Non-GAAP Financial Measures

The following table presents a reconciliation of EQM's non-GAAP financial measures of adjusted EBITDA and distributable cash flow with the most directly comparable EQM GAAP financial measures of net income attributable to EQM and net cash provided by operating activities.

	Three Months Ended   June 30,						Six Months Ended   June 30,
	2018			2017			2018			2017
	(Thousands)
Net income attributable to EQM	$	172,619		$	139,139		$	379,452		$	282,335
Add:
Net interest expense	20,683			8,662			31,399			16,588
Depreciation	28,076			21,400			55,461			41,947
Amortization of intangible assets	10,387			—			20,773			—
Preferred Interest payments	2,746			2,746			5,492			5,492
Non-cash long-term compensation expense	—			—			331			225
Transaction costs (1)	3,424			—			3,424			—
Less:
Equity income	(10,938		)	(5,111		)	(19,749		)	(9,388		)
AFUDC – equity	(1,072		)	(1,598		)	(2,137		)	(3,297		)
Adjusted EBITDA attributable to the May 2018 Acquisition (2)	(16,417		)	—			(60,507		)	—
Adjusted EBITDA	$	209,508		$	165,238		$	413,939		$	333,902
Less:
Net interest expense excluding interest income on the Preferred Interest	(22,336		)	(10,374		)	(34,836		)	(20,026		)
Capitalized interest and AFUDC – debt	(1,940		)	(1,008		)	(2,757		)	(2,608		)
Ongoing maintenance capital expenditures net of expected reimbursements (3)	(7,115		)	(3,462		)	(10,980		)	(6,070		)
Transaction costs	(3,424		)	—			(3,424		)	—
Distributable cash flow	$	174,693		$	150,394		$	361,942		$	305,198
Net cash provided by operating activities	$	220,225		$	158,883		$	441,646		$	320,305
Adjustments:
Capitalized interest and AFUDC – debt	(1,940		)	(1,008		)	(2,757		)	(2,608		)
Principal payments received on the Preferred Interest	1,093			1,034			2,172			2,054
Ongoing maintenance capital expenditures net of expected reimbursements (3)	(7,115		)	(3,462		)	(10,980		)	(6,070		)
Adjusted EBITDA attributable to the May 2018 Acquisition (2)	(16,417		)	—			(60,507		)	—
Other, including changes in working capital	(21,153		)	(5,053		)	(7,632		)	(8,483		)
Distributable cash flow	$	174,693		$	150,394		$	361,942		$	305,198

(1) There were no transaction costs for the three and six months ended June 30, 2017.

(2) Adjusted EBITDA attributable to the May 2018 Acquisition for the period prior to May 1, 2018 was excluded from EQM's adjusted EBITDA calculations as these amounts were generated by the May 2018 Acquisition prior to acquisition by EQM; therefore, the amounts could not have been distributed to EQM's unitholders. Adjusted EBITDA attributable to the May 2018 Acquisition for the three and six months ended June 30, 2018 was calculated as net income of $11.4 million and $41.0 million, respectively, plus depreciation expense of $1.6 million and $5.8 million, respectively, plus amortization of intangible assets of $3.5 million and $13.8 million, respectively, less interest income of less than $0.1 million and $0.1 million, respectively.

(3) 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 $0.6 million and zero for the three months

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ended June 30, 2018 and 2017, respectively, and $3.4 million and $1.0 million for the six months ended June 30, 2018 and 2017, respectively.

See "Executive Overview" above for a discussion of net income attributable to EQM, the GAAP financial measure most directly comparable to adjusted EBITDA. EQM's adjusted EBITDA increased by $44.3 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and $80.0 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017primarily as a result of higher operating income on increased revenues driven by production development in the Marcellus Shale.

Net cash provided by operating activities, the GAAP financial measure most directly comparable to distributable cash flow, increased by $121.3 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 as discussed in "Capital Resources and Liquidity." Distributable cash flow increased by $24.3 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and $56.7 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017mainly attributable to the increase in EQM's adjusted EBITDA, partly offset by increased net interest expense and ongoing maintenance capital expenditures.

Outlook

On February 21, 2018, EQT announced a plan to separate its upstream and midstream businesses, creating a standalone publicly traded corporation (SpinCo) that will focus on midstream operations. Following the Separation, SpinCo will own the midstream interests held by EQT, including the interests in EQM and EQGP. See Note B to the consolidated financial statements for a discussion of the EQM-RMP Merger, which was completed on July 23, 2018.

EQM's principal business objective is to increase the quarterly cash distributions 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 its strategically located assets, which cover portions of the Marcellus, Utica and Upper Devonian 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 Gulf Coast and Southeast regions. Additionally, EQM may pursue asset acquisitions from third parties.

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

• 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. and RGC Resources, Inc. EQM is the operator of the MVP and owned a 45.5% interest in the MVP Joint Venture as ofJune 30, 2018. The 42 inch diameter MVP has a targeted 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, providing access to the growing Southeast demand markets. As currently designed, the total cost for the MVP is estimated to be $3.5 billion to $3.7 billion, excluding AFUDC, with EQM funding its proportionate share through capital contributions made to the MVP Joint Venture. In 2018, EQM expects to provide capital contributions of $1.0 billion to $1.2 billion to the MVP Joint Venture. The MVP Joint Venture has secured a total of 2.0 Bcf per day of firm capacity commitments at 20-year terms, including an initial 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.

In October 2017, the FERC issued the Certificate of Public Convenience and Necessity for the MVP project. In the first quarter of 2018, the MVP Joint Venture received limited notice to proceed with certain construction activities from the FERC and commenced construction. The MVP Joint Venture is targeted to be placed in-service during the first quarter of 2019.

In April 2018, the MVP Joint Venture announced the MVP Southgate project, a proposed 70-mile interstate pipeline that will extend from the MVP at Pittsylvania County, Virginia to new delivery points in Rockingham and Alamance Counties, North Carolina. The MVP Southgate project is anchored by a firm capacity commitment from PSNC Energy. The preliminary MVP Southgate project cost estimate is $350 million to $500 million, which is expected to be spent in 2019 and 2020. EQM is expected to have between 33% and 48% ownership in the MVP Southgate project and will operate the pipeline. Subject to approval by the FERC, the MVP Southgate has a targeted in-service date of the fourth quarter 2020.

• Affiliate Wellhead Gathering Expansion. EQM plans to invest approximately $750 million during 2018 in gathering expansion projects, primarily wellhead and header projects in Pennsylvania, West Virginia and Ohio, including

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commencing preliminary construction activities on the Hammerhead project, a 1.2 Bcf per day gathering header pipeline connecting natural gas produced in Pennsylvania and West Virginia to the MVP.

• Transmission Expansion. EQM plans to invest approximately $100 million during 2018 in other transmission expansion projects, primarily the Equitrans Expansion project, which is designed to provide north-to-south capacity on the mainline Equitrans system for deliveries to the MVP.

• Water Projects.In 2018, EQM plans to invest approximately $25 million on water infrastructure projects.

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

Capital Resources and Liquidity

EQM's principal liquidity requirements are to finance its operations, fund capital expenditures, acquisitions and capital contributions to the MVP Joint Venture, 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 facilities, cash on hand, debt offerings and issuances of additional EQM partnership units.

Operating Activities

Net cash flows provided by operating activities was $441.6 million for the six months ended June 30, 2018 compared to $320.3 million for the six months ended June 30, 2017. The increase was primarily driven by higher operating income for which contributing factors are discussed in the "Executive Overview" and "Business Segment Results of Operations" sections herein.

Investing Activities

Net cash flows used in investing activities was $1,676.7 million for the six months ended June 30, 2018 compared to $207.3 million for the six months ended June 30, 2017. The increase was primarily attributable to the net assets acquired from EQT in the May 2018 Acquisition, increased capital contributions to the MVP Joint Venture consistent with the start of construction on the MVP and increased capital expenditures as further described in "Capital Requirements."

Financing Activities

Net cash provided by financing activities was $1,875.1 million for the six months ended June 30, 2018 compared to net cash used in financing activities of $161.8 million for the six months ended June 30, 2017. For the six months ended June 30, 2018, the primary source of financing cash flows was net proceeds from the 2018 Senior Notes offering, while the primary uses of financing cash flows were distributions paid to unitholders, net repayments on EQM's credit facilities and the Gulfport Transaction. For the six months ended June 30, 2017, the primary use of financing cash flows was distributions paid 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.

	Three Months Ended   June 30,				Six Months Ended   June 30,
	2018		2017		2018		2017
	(Thousands)
Expansion capital expenditures (1)	$	159,968	$	80,224	$	284,787	$	146,869
Ongoing maintenance	7,093		3,462		14,401		7,044
Total capital expenditures (2)	$	167,061	$	83,686	$	299,188	$	153,913

(1) Expansion capital expenditures do not include capital contributions made to the MVP Joint Venture of $65.8 million and $40.2 million for the three months ended June 30, 2018 and 2017, respectively, and $182.8 million and $59.9 million for the six months ended June 30, 2018 and 2017, respectively.

(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 in the statements of consolidated cash flows until they are paid in a subsequent period. See Note E to the consolidated financial statements.

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Expansion capital expenditures increased by $79.7 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and $137.9 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017primarily as a result of increased spending on the Hammerhead project, various wellhead gathering expansion projects and the Equitrans Expansion project, partly offset by decreased spending on the Range Resources header pipeline project. The final phase of the Range Resources header pipeline project was placed in-service during the second quarter of 2017.

Ongoing maintenance increased by $3.6 million for the three months ended June 30, 2018 compared to the three months ended June 30, 2017 and $7.4 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 primarily as a result of higher assets in service and timing of ongoing maintenance projects.

In 2018, capital contributions to the MVP Joint Venture are expected to be $1.0 billion to $1.2 billion, depending on the timing of the construction of the MVP, expansion capital expenditures are expected to be approximately $875 million and ongoing maintenance capital expenditures are expected to be approximately $45 million, net of reimbursements. As a result of the closing of the EQM-RMP Merger on July 23, 2018, capital expenditures include expected capital expenditures of RMP. EQM's future capital investments may vary significantly from period to period based on the available investment opportunities and the timing of construction for the MVP. Maintenance related capital expenditures are also expected to vary quarter to quarter. EQM may fund future capital expenditures primarily through cash generated from operations, availability under its credit facilities, debt offerings and issuances of additional EQM partnership units. EQM does not forecast capital expenditures associated with potential projects not committed as of the filing of this Quarterly Report on Form 10-Q.

Credit Facility Borrowings

See Note H to the consolidated financial statements for discussion of EQM's credit facilities.

Security Ratings

The table below sets forth the credit ratings for debt instruments of EQM at June 30, 2018.

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

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 26, 2018, EQM had approximately $443 million in remaining capacity under the $750 Million ATM Program.

Distributions

See Note J to the consolidated financial statements for discussion of distributions.

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; furthermore, 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.

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Off-Balance Sheet Arrangements

See Note G to the consolidated financial statements for discussion of the MVP Joint Venture guarantee.

Critical Accounting Policies

EQM's critical accounting policies are described in "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in EQM's recast Current Report on Form 8-K for the year ended December 31, 2017 as filed with the SEC on June 12, 2018. 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, 2018. 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.

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 under its credit facilities. EQM's senior notes 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 H to the consolidated financial statements for discussion of EQM's borrowings and Note I 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 facilities 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 tariffs require 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 tariffs do 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, 2018, approximately 77% 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, L.P., EQM's wholly owned FERC-regulated subsidiary, by EQT Energy, LLC, one of Equitrans, L.P.'s largest customers and a wholly owned subsidiary of EQT. The EQT guaranty will terminate on November 30, 2023 unless terminated earlier by EQT upon 10 days written notice. At June 30, 2018, EQT's public senior debt had an investment grade credit rating.

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. 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. 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 47% of transmission and storage revenues and 28% of gathering revenues for the six months ended June 30, 2018, 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 certain EQM systems, EQT may determine in the future that drilling in EQM's areas of operations does not provide an adequate return or that drilling in areas outside of EQM's current areas of operations is strategically more attractive to it. EQT is under no contractual obligation to continue to develop its acreage dedicated to EQM.

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For the year ended December 31, 2017, approximately 89% of EQM’s total revenues were derived from firm reservation fees. On a pro forma basis following the closing of the EQM-RMP Merger, approximately 60% of EQM’s total revenues would have been derived from firm reservation fees for the year ended December 31, 2017. This decrease is primarily driven by the fact that RMP’s gathering systems have not been supported by contracts with firm capacity reservation components. Rather, all of RMP’s gathering and compression revenues were generated under long-term contracts which provide for a fixed price per unit for volumes of natural gas actually gathered. As a result, following the EQM-RMP Merger, EQM has greater exposure to short and medium term declines in volumes of gas produced and gathered on its systems than it has historically. With respect to its firm contracts, EQM believes that short and medium term declines in volumes of gas produced, gathered, transported or stored on its systems will have a limited financial impact on EQM because the firm reservation fees associated with these contracts are paid regardless of volumes supplied to the system by customers. Longer term price declines could have an impact on customer creditworthiness and related ability to pay firm reservation fees under long-term contracts, which could impact EQM's results of operations, liquidity, financial position or ability to pay distributions to its unitholders. Additionally, long term declines in gas production in EQM's areas of operations would limit EQM's growth potential. 

Other Market Risks

EQM's $1 Billion 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 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 disruption 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

Management’s assessment of, and conclusion on, the effectiveness of internal control over financial reporting did not include the internal controls of the entities acquired in the May 2018 Acquisition, which were initially acquired by EQT from Rice on November 13, 2017. Under guidelines established by the SEC, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting for a period of up to one year following an acquisition while integrating the acquired company. EQM is in the process of integrating its internal controls over financial reporting with those of the entities acquired in the May 2018 Acquisition. As a result of these integration activities, certain controls will be evaluated and may be changed. Except as noted above, there were no changes in EQM's 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 2018 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; furthermore, 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 Allegheny Valley Connector (AVC) facilities, which at that time were owned by EQT, received eight 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 October 2016, EQM acquired the AVC facilities from EQT, including any future obligations related to these releases. EQM and the PADEP are currently negotiating the terms of a consent order and agreement and related civil penalty related to the NOVs. While EQM expects the PADEP’s claims to result in penalties that exceed $100,000, EQM expects that the resolution of this matter will not have a material impact on its financial condition, results of operations, liquidity or ability to make distributions.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in EQM's Annual Report on Form 10-K for the year ended December 31, 2017 other than the risks described below.

Failure to successfully combine the businesses of EQM and RMP in the expected time frame may adversely affect the future results of the combined organization and our ability to achieve the intended benefits of the EQM-RMP Merger and the May 2018 Acquisition.

The success of the EQM-RMP Merger will depend, in part, on our ability to realize the anticipated benefits from combining the businesses of EQM and RMP. To realize these anticipated benefits, the businesses must be successfully combined. If the combined organization is not able to achieve these objectives, or is not able to achieve these objectives on a timely basis, the anticipated benefits of the EQM-RMP Merger may not be realized fully or at all. In addition, the actual integration may result in additional and unforeseen expenses, which could reduce the anticipated benefits of the EQM-RMP Merger. There can be no assurance that our combination with RMP or the May 2018 Acquisition will deliver the strategic, financial and operational benefits anticipated by us. Our business may be negatively impacted if we are unable to effectively manage our expanded operations.

The proposed separation of EQT's production and midstream businesses into two independent publicly-traded companies may result in disruptions to, and negatively impact our relationships with, our customers and other business partners.

On February 21, 2018, EQT announced plans to separate its production and midstream businesses into two independent publicly-traded companies. Uncertainty related to the Separation may lead customers and other parties with which we currently do business or may do business in the future to terminate or attempt to negotiate changes in existing business relationships, or consider entering into business relationships with parties other than us. These disruptions could have a material and adverse effect on our business, financial condition, results of operations and prospects. The effect of such disruptions could be exacerbated by any delays in the completion of the Separation.

Our significant indebtedness, and any future indebtedness, as well as the restrictions under our debt agreements could adversely affect our business, financial condition and operating flexibility, results of operations, liquidity and ability to make quarterly cash distributions to our unitholders.

Our debt agreements contain various covenants and restrictive provisions that limit our ability to, among other things:

• incur or guarantee additional debt;

• make distributions on or redeem or repurchase units;

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• incur or permit liens on assets;

• enter into certain types of transactions with affiliates;

• enter into certain mergers or acquisitions; and

• dispose of all or substantially all of our assets.

In July 2017, we amended and restated our credit facility to increase the borrowing capacity under the facility from $750 million to $1 billion and extend the maturity date to July 2022. Our $1 billion credit facility contains a covenant requiring us 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). Our ability to meet these covenants can be affected by events beyond our control and we cannot assure our unitholders that we will meet these covenants. In addition, our $1 billion credit facility contains events of default customary for such facilities, including the occurrence of a change of control (which will occur, among other things, if EQT or certain permitted transferees fail to control the EQM General Partner, we fail to own 100% of Equitrans, L.P., or the EQM General Partner fails to be our general partner). Furthermore, in June 2018, we issued senior unsecured notes in an aggregate principal amount of $2.5 billion across three new series, consisting of $1.1 billion in aggregate principal amount of our 4.75% senior notes due 2023, $850 million in aggregate principal amount of our 5.5% senior notes due 2028, and $550 million in aggregate principal amount of our 6.5% senior notes due 2048.

The provisions of our debt agreements may affect our ability to obtain future financing and pursue attractive business opportunities and our flexibility in planning for, and reacting to, changes in business conditions. In addition, a failure to comply with the provisions of our debt agreements could result in an event of default, which could enable our lenders to, subject to the terms and conditions of the applicable agreement, declare any outstanding principal of that debt, together with accrued and unpaid interest, to be immediately due and payable. If the payment of our debt is accelerated, our assets may be insufficient to repay such debt in full, and our unitholders could experience a partial or total loss of their investments. The $1 billion credit facility also has cross default provisions that apply to any other indebtedness we may have with an aggregate principal amount in excess of $25 million.

Our substantial indebtedness and the additional debt we may incur in the future for, among other things, working capital, capital expenditures, capital contributions to the MVP Joint Venture, acquisitions or operating activities may adversely affect our liquidity and therefore our ability to make cash distributions to our unitholders.

Among other things, our significant indebtedness may be viewed negatively by credit rating agencies, which could result in increased costs for us to access the capital markets. Any future downgrade of the debt issued by us or our subsidiaries could significantly increase our capital costs or adversely affect our ability to raise capital in the future.

The demand for the services provided by our water distribution business could decline as a result of several factors.

Our water services business includes fresh water distribution for use in our customers’ natural gas, NGLs and oil exploration and production activities. Water is an essential component of natural gas, NGLs and oil production during the drilling, and in particular, the hydraulic fracturing process. As a result, the demand for our fresh water distribution and produced water handling services is tied to the level of drilling and completion activity of our customers, including EQT, which is currently and anticipated to continue to be our primary customer for such services. More specifically, the demand for our water distribution and produced water handling services could be adversely affected by any reduction in or slowing of EQT’s or other customers’ well completions, any reduction in produced water attributable to completion activity, or the extent to which EQT or other customers complete wells with shorter lateral lengths, which would lessen the volume of fresh water required for completion activity. In addition, increased regulation of hydraulic fracturing could result in reductions or delays in natural gas, NGLs and oil production by our water services customers, which could reduce the number of wells for which we provide water services.

Additionally, we depend on EQT to source a portion of the fresh water we distribute. The availability of our and EQT’s water supply may be limited due to reasons including, but not limited to, prolonged drought or regulatory delays associated with infrastructure development. Restrictions on the ability to obtain water or changes in wastewater disposal requirements may incentivize water recycling efforts by oil and natural gas producers, which could decrease the demand for our fresh water distribution services.

The regulatory approval process for the construction of new midstream assets is challenging, and litigation could impact our or MVP’s ability to obtain authorizations necessary for projects.

Certain of our internal growth projects may require regulatory approval from federal, state and local authorities prior to construction, including any extensions from or additions to our transmission and storage system. The approval process for storage and transportation projects has become increasingly challenging, due in part to state and local concerns related to

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exploration and production and gathering activities in new production areas, including the Marcellus, Utica and Upper Devonian Shales, and negative public perception regarding the oil and gas industry. Such authorization may not be granted or, if granted, such authorization may include burdensome or expensive conditions.

In addition, any significant delays in the regulatory approval process for the MVP Project could increase costs and negatively impact the scheduled in-service date, which in turn could adversely affect the ability for MVP and its owners, including us, to achieve the expected investment return. For example, in February 2018, the Sierra Club filed a lawsuit in the Fourth Circuit Court of Appeals challenging the use of U.S. Army Corps of Engineers Nationwide Permit 12 in West Virginia for the MVP project. In May 2018, the Army Corps suspended its Nationwide Permit 12 verifications for four river crossings in West Virginia. Plaintiffs then sought a preliminary injunction staying the Army Corps’ approval to proceed under Nationwide Permit 12 for all stream crossings in West Virginia. In June 2018, the Fourth Circuit granted the motion and stayed the Army Corps’ verification that Nationwide Permit 12 applied. Accordingly, MVP has stopped construction of the portions of the MVP project affected by this ruling. Although the Army Corps reinstated its verifications for four of the West Virginia stream crossings in July 2018, the stay imposed by the Fourth Circuit is still in place. This and other similar litigation could adversely affect our business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to our unitholders.

Our natural gas gathering, transmission and storage services are subject to extensive regulation by federal, state and local regulatory authorities. Changes or additional regulatory measures adopted by such authorities could have a material adverse effect on our business, financial condition, results of operations, liquidity and ability to make distributions.

Our interstate natural gas transmission and storage operations are regulated by the FERC under the NGA, the NGPA and the Energy Policy Act of 2005. Certain portions of our gathering operations are also rate-regulated by the FERC in connection with our interstate transmission operations. Our FERC-regulated systems operate under tariffs approved by the FERC that establish rates, cost recovery mechanisms and terms and conditions of service to our customers. Generally, the FERC's authority extends to:

•     rates and charges for our natural gas transmission and storage and FERC-regulated gathering services;

•     certification and construction of new interstate transmission and storage facilities;

•     abandonment of interstate transmission and storage services and facilities;

•     maintenance of accounts and records;

•     relationships between pipelines and certain affiliates;

•     terms and conditions of services and service contracts with customers;

•     depreciation and amortization policies;

•     acquisitions and dispositions of interstate transmission and storage facilities; and

•     initiation and discontinuation of interstate transmission and storage services.

Interstate pipelines may not charge rates or impose terms and conditions of service that, upon review by the FERC, are found to be unjust and unreasonable or unduly discriminatory. The recourse rate that may be charged by our interstate pipeline for its transmission and storage services is established through the FERC's ratemaking process. The maximum applicable recourse rate and terms and conditions for service are set forth in our FERC-approved tariffs.

Pursuant to the NGA, existing interstate transmission and storage rates and terms and conditions of service may be challenged by complaint and are subject to prospective change by the FERC. Additionally, rate increases and changes to terms and conditions of service proposed by a regulated interstate pipeline may be protested and such increases or changes can be delayed and may ultimately be rejected by the FERC. We currently hold authority from the FERC to charge and collect (i) "recourse rates," which are the maximum rates an interstate pipeline may charge for its services under its tariff, (ii) "discount rates," which are rates below the "recourse rates" and above a minimum level, provided they do not "unduly discriminate", (iii) "negotiated rates," which involve rates above or below the "recourse rates," provided that the affected customers are willing to agree to such rates and that the FERC has approved the negotiated rate agreement, and (iv) market-based rates for some of our storage services from which we derive a small portion of our revenues. As of December 31, 2017, approximately 89% of our system's contracted firm transmission capacity was committed under such "negotiated rate" contracts, rather than recourse, discount or market rate contracts. There can be no guarantee that we will be allowed to continue to operate under such rate structures for the remainder of those assets' operating lives. Any successful challenge against rates charged for our transmission

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and storage services could have a material adverse effect on our business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to our unitholders.

While the FERC does not generally regulate the rates and terms of service over facilities determined to be performing a natural gas gathering function, the FERC has traditionally regulated rates charged by interstate pipelines for gathering services performed on the pipeline's own gathering facilities when those gathering services are performed in connection with jurisdictional interstate transmission facilities. We maintain rates and terms of service in our tariff for unbundled gathering services performed on a portion of our gathering facilities that are connected to our transmission and storage system. Just as with rates and terms of service for transmission and storage services, our rates and terms of services for our FERC-regulated gathering services may be challenged by complaint and are subject to prospective change by the FERC. Rate increases and changes to terms and conditions of service which we propose for our FERC-regulated gathering services may be protested, and such increases or changes can be delayed and may ultimately be rejected by the FERC.

The FERC's jurisdiction extends to the certification and construction of interstate transmission and storage facilities, including, but not limited to, acquisitions, facility maintenance, expansions, and abandonment of facilities and services. While the FERC exercises jurisdiction over the rates and terms of service for our FERC-regulated gathering services, these gathering facilities are not subject to the FERC's certification and construction authority. Prior to commencing construction of new or existing interstate transmission and storage facilities, an interstate pipeline must obtain a certificate authorizing the construction, or file to amend its existing certificate, from the FERC. On April 19, 2018, the FERC issued a Notice of Inquiry seeking information regarding whether, and if so how, it should revise its approach under its currently effective policy statement on the certification of new natural gas transportation facilities. We cannot currently predict when the FERC will issue an order in the Notice of Inquiry proceeding or what action the FERC may take in any such order. If the FERC changes its existing certificate policy, it could impact our ability to construct interstate pipeline facilities. Further, typically, a significant expansion project requires review by a number of governmental agencies, including state and local agencies, whose cooperation is important in completing the regulatory process on schedule. Any agency's delay in the issuance of, or refusal to issue, authorizations or permits for one or more of these projects may mean that we will not be able to pursue these projects or that they will be constructed in a manner or with capital requirements that we did not anticipate. Such delays, refusals or resulting modifications to projects could materially and negatively impact the revenues and costs expected from these projects or cause us to abandon planned projects.

FERC regulations also extend to the terms and conditions set forth in agreements for transmission and storage services executed between interstate pipelines and their customers. These service agreements are required to conform, in all material respects, with the forms of service agreements set forth in the pipeline's FERC-approved tariff. Non-conforming agreements must be filed with, and accepted by, the FERC. In the event that the FERC finds that an agreement is materially non-conforming, in whole or in part, it could reject the agreement or require us to seek modification, or alternatively require us to modify our tariff so that the non-conforming provisions are generally available to all customers.

On March 15, 2018, the FERC issued an order prohibiting master limited partnership (MLP)-owned pipelines from including an allowance for investor income tax liability in their cost-of-service based rates. Under its prior policy, the FERC had permitted all interstate pipelines to include an income tax allowance in the cost-of-service used as the basis for calculating their regulated rates. On July 18, 2018, the FERC issued an order affirming the principal finding in the March order regarding income tax recovery and also clarifying the treatment of Accumulated Deferred Income Taxes (ADIT) in light of the prohibition on MLP income tax allowances. Also on July 18, 2018, the FERC issued Order No. 849, adopting regulations requiring that natural gas pipelines must make a one-time report, Form 501-G, due in the fourth quarter of 2018. For MLP-owned pipelines, the Form 501-G report must calculate an earned rate of return on equity that addresses any potential over-recovery of their cost of service arising from the prohibition of the income tax allowance and the ADIT clarification. The FERC will evaluate these Form 501-G filings on a case-by-case basis and may open a limited or a general rate case, open an investigation, or take no further action. This recent action by the FERC could adversely affect our business, financial condition, results of operations, liquidity and ability to make cash distributions to our unitholders.

The FERC may not continue to pursue its approach of pro-competitive policies as it considers matters such as interstate pipeline rates and rules and policies that may affect rights of access to natural gas transmission capacity and transmission and storage facilities.

Section 1(b) of the NGA exempts certain natural gas gathering facilities from regulation by the FERC under the NGA. We believe that our high pressure natural gas gathering pipelines meet the traditional tests the FERC has used to establish a pipeline's status as an exempt gatherer not subject to regulation as a natural gas company, although the FERC has not made a formal determination with respect to the jurisdictional status of those facilities. However, the distinction between FERC-regulated transmission services and federally unregulated gathering services is often the subject of litigation within the industry,

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so the classification and regulation of our high pressure gathering systems are subject to change based on future determinations by the FERC, the courts or the U.S. Congress.

Failure to comply with applicable provisions of the NGA, the NGPA, federal pipeline safety laws and certain other laws, as well as with the regulations, rules, orders, restrictions and conditions associated with these laws, could result in the imposition of administrative and criminal remedies and civil penalties. For example, the FERC is authorized to impose civil penalties of up to approximately $1.2 million per violation, per day for violations of the NGA, the NGPA or the rules, regulations, restrictions, conditions and orders promulgated under those statutes. This maximum penalty authority established by statute will continue to be adjusted periodically for inflation.

In addition, future federal, state or local legislation or regulations under which we will operate our natural gas gathering, transmission and storage businesses may have a material adverse effect on our business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to our unitholders.

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Item 6. Exhibits

Exhibit No.	Document Description	Method of Filing
2.1	Agreement and Plan of Merger, dated as of April 25, 2018, by and among EQT Midstream Partners, LP, EQT Midstream Services, LLC, EQM Acquisition Sub, LLC, EQM GP Acquisition Sub, LLC, Rice Midstream Partners LP, Rice Midstream Management LLC and, solely for purposes of certain provisions thereof, EQT Corporation. EQT Midstream Partners, LP will furnish supplementally a copy of any omitted schedule and similar attachment to the SEC upon request.	Incorporated by reference herein to Exhibit 2.1 to Form 8-K (#001-35574) filed on April 26, 2018.
2.2	Contribution and Sale Agreement, dated as of April 25, 2018, by and among EQT Corporation, Rice Midstream Holdings LLC, EQT Midstream Partners, LP and EQM Gathering Holdings, LLC. EQT Midstream Partners, LP will furnish supplementally a copy of any omitted schedule and similar attachment to the SEC upon request.	Incorporated by reference herein to Exhibit 2.2 to Form 8-K (#001-35574) filed on April 26, 2018.
4.1	Third Supplemental Indenture, dated as of June 25, 2018, by and between EQT Midstream Partners, LP, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee.	Incorporated by reference herein to Exhibit 4.2 to Form 8-K (#001-35574) filed on June 25, 2018.
4.2	Fourth Supplemental Indenture, dated as of June 25, 2018, by and between EQT Midstream Partners, LP, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee.	Incorporated by reference herein to Exhibit 4.4 to Form 8-K (#001-35574) filed on June 25, 2018.
4.3	Fifth Supplemental Indenture, dated as of June 25, 2018, by and between EQT Midstream Partners, LP, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee.	Incorporated by reference herein to Exhibit 4.6 to Form 8-K (#001-35574) filed on June 25, 2018.
10.1	Third Amended and Restated Limited Liability Company Agreement of Mountain Valley Pipeline, LLC, dated as of April 6, 2018, by and among MVP Holdco, LLC, US Marcellus Gas Infrastructure, LLC, WGL Midstream, Inc., Con Edison Gas Pipeline and Storage, LLC, RGC Midstream, LLC and Mountain Valley Pipeline, LLC. Specific items in this exhibit have been redacted, as marked by three asterisks [***], because confidential treatment for those items has been granted by the SEC. The redacted material has been separately filed with the SEC.	Incorporated herein by reference to Exhibit 10.1 to Form 10-Q/A (#001-35574) filed on June 18, 2018.
10.2	364-Day Term Loan Agreement, dated as of April 25, 2018, by and among EQT Midstream Partners, LP, Wells Fargo Bank, National Association, as Administrative Agent and a lender, and the other lenders party thereto.	Incorporated by reference herein to Exhibit 10.1 to Form 8-K (#001-35574) filed on April 26, 2018.
10.3	Second Amended and Restated Gas Gathering and Compression Agreement, dated as of March 31, 2017, by and between Rice Drilling D LLC and Rice Olympus Midstream LLC.  Specific items in this exhibit have been redacted, as marked by three asterisks [***], because confidential treatment for those items has been requested from the SEC.  The redacted material has been separately filed with the SEC.	Filed herewith as Exhibit 10.3.
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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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 26, 2018

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EX-10.3

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act. Omitted information marked “[***]” in this Exhibit has been filed with the Securities and Exchange Commission together with such request for confidential treatment.

EXECUTION VERSION

SECOND AMENDED AND RESTATED
GAS GATHERING AND COMPRESSION AGREEMENT
BY AND BETWEEN
RICE DRILLING D LLC,
AND
RICE OLYMPUS MIDSTREAM LLC

DATED AS OF
March 31, 2017

1

TABLE OF CONTENTS

Page

ARTICLE 1 DEFINITIONS    1

ARTICLE 2 PRODUCER COMMITMENTS    7

Section 2.1 Producer’s Dedication    7

Section 2.2 Conflicting Dedications    8

Section 2.3 Producer’s Reservations    8

Section 2.4 Covenant Running with the Land    8

Section 2.5 Commitment of Other Rice Subsidiaries    9

Section 2.6 Priority of Dedicated Gas    9

ARTICLE 3 SERVICES; GATHERING SYSTEM EXPANSION AND CONNECTION OF WELLS    9

Section 3.1 Gatherer Service Commitment    9

Section 3.2 Development Plan; Gathering System Plan; Exchange and Review of Information    10

Section 3.3 Expansion of Gathering System; Connection of Wells; Delivery Points    11

Section 3.4 Determination of Maximum Daily Quantity    14

Section 3.5 Compression    14

Section 3.6 High Pressure Services    15

Section 3.7 Gas Removed for Lease Operations    15

Section 3.8 Right of Way and Access    15

Section 3.9 Cooperation    16

ARTICLE 4 TERM    16

Section 4.1 Term    16

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ARTICLE 5 FEES AND CONSIDERATION    16

Section 5.1 Fees    16

ARTICLE 6 ALLOCATIONS    18

Section 6.1 Allocation of Lost and Unaccounted For Gas    18

Section 6.2 Allocation of Fuel    18

Section 6.3 Allocation of Pipeline Drip Recovered from the Gathering System    19

ARTICLE 7 CERTAIN RIGHTS AND OBLIGATIONS OF PARTIES    20

Section 7.1 Operational Control of Gatherer’s Facilities    20

Section 7.2 Maintenance    20

Section 7.3 Firm Capacity Gas; Capacity Allocations on the Gathering System    20

Section 7.4 Arrangements After Redelivery    20

Section 7.5 Line Pack    20

ARTICLE 8 PRESSURES AT RECEIPT POINTS AND DELIVERY POINTS    21

Section 8.1 Pressures at Receipt Points    21

Section 8.2 Pressures at Delivery Points    21

Section 8.3 Producer Facilities    21

ARTICLE 9 NOMINATION AND BALANCING    21

Section 9.1 Gatherer Notifications    21

Section 9.2 Nominations    21

Section 9.3 Balancing    21

ARTICLE 10 QUALITY    22

Section 10.1 Receipt Point Gas Quality Specifications    22

Section 10.2 Non-Conforming Gas    22

Section 10.3 Delivery Point Gas Quality Specifications    23

ii

Section 10.4 Greenhouse Gas Emissions    23

ARTICLE 11 MEASUREMENT EQUIPMENT AND PROCEDURES    23

Section 11.1 Equipment    23

Section 11.2 Gas Measurement Standards    23

Section 11.3 Gas Measurement    24

Section 11.4 Notice of Measurement Facilities Inspection and Calibration    25

Section 11.5 Measurement Accuracy Verification    25

Section 11.6 Special Tests    26

Section 11.7 Metered Flow Rates in Error    26

Section 11.8 Record Retention    26

Section 11.9 Access    26

ARTICLE 12 NOTICES    27

Section 12.1 Notices    27

ARTICLE 13 PAYMENTS    28

Section 13.1 Invoices    28

Section 13.2 Right to Suspend on Failure to Pay    28

Section 13.3 Audit Rights    28

Section 13.4 Payment Disputes    28

Section 13.5 Interest on Late Payments    29

Section 13.6 Excused Performance    29

ARTICLE 14 FORCE MAJEURE    29

Section 14.1 Suspension of Obligations    29

Section 14.2 Definition of Force Majeure    29

Section 14.3 Settlement of Strikes and Lockouts    30

iii

Section 14.4 Payments for Gas Delivered    30

ARTICLE 15 INDEMNIFICATION    30

Section 15.1 Gatherer    30

Section 15.2 Producer    30

ARTICLE 16 CUSTODY AND TITLE    30

Section 16.1 Custody    30

Section 16.2 Producer Warranty    31

Section 16.3 Title    31

ARTICLE 17 TAXES; ROYALTIES    31

Section 17.1 Taxes    31

Section 17.2 Royalties    31

ARTICLE 18 MISCELLANEOUS    32

Section 18.1 Rights    32

Section 18.2 Applicable Laws    32

Section 18.3 Governing Law; Jurisdiction    32

Section 18.4 Successors and Assigns    33

Section 18.5 Severability    34

Section 18.6 Confidentiality    34

Section 18.7 Entire Agreement, Amendments and Waiver    35

Section 18.8 Limitation of Liability    35

Section 18.9 Headings    36

Section 18.10 Rights and Remedies    36

Section 18.11 No Partnership    36

Section 18.12 Rules of Construction    36

iv

Section 18.13 No Third Party Beneficiaries    36

Section 18.14 Further Assurances    36

Section 18.15 Counterpart Execution    36

Section 18.16 Memorandum of Agreement    36

Exhibit A    Delivery Points

Exhibit B    Gathering System

Exhibit C    Conflicting Dedications

Exhibit D    Form of Connection Notice

Exhibit E    Memorandum of Agreement

v

SECOND AMENDED AND RESTATED GAS
GATHERING AND COMPRESSION AGREEMENT

This Amended and Restated Gas Gathering and Compression Agreement (this “Agreement”), dated as of March 31, 2017, is by and between RICE DRILLING D LLC, a Delaware limited liability company (“Producer”), and RICE OLYMPUS MIDSTREAM LLC, a Delaware limited liability company (“Gatherer”). Producer and Gatherer may be referred to herein individually as a “Party” or collectively as the “Parties.”

RECITALS

A.    On December 22, 2014, the Parties entered into a Gas Gathering and Compression Agreement which was amended and restated on March 31, 2016 (as amended and restated, the “Gas Gathering and Compression Agreement”).

B.    The Parties now desire to amend and restate the Gas Gathering and Compression Agreement as further set forth in this Agreement.

C.    Producer owns Interests and intends to produce Gas from Wells in the Dedication Area.

D.    Gatherer has constructed the Gathering System, which gathers Gas from certain Wells of Producer. Gatherer anticipates the expansion of the Gathering System to connect additional Wells of Producer.

E.    Producer desires to contract with Gatherer for Services on the Gathering System with respect to Dedicated Gas and other Producer Gas received at the Goliath Receipt Point or other Receipt Point as set forth herein, including compressing Dedicated Gas at the System Compression Stations, and Gatherer desires to provide, or cause to be provided, the Services to Producer, in each case in accordance with the terms and conditions of this Agreement.

F.    Producer has agreed (i) to dedicate and commit Dedicated Gas under this Agreement, (ii) to provide to Gatherer the Development Plans to permit Gatherer to plan and expand the Gathering System to connect additional Wells of Producer, and (iii) to perform certain other obligations under this Agreement, in each case in accordance with the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the premises and mutual covenants set forth in this Agreement, the Parties agree as follows:

ARTICLE 1DEFINITIONS

Capitalized terms used, but not otherwise defined, in this Agreement shall have the respective meanings given to such terms set forth below:

Affiliate. Any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with another Person. Affiliated shall have the correlative meaning. The term “control” (including its derivatives and similar terms) shall mean possessing the power to direct or cause the direction of the management and policies of a Person, whether through ownership, by contract, or otherwise. Notwithstanding the foregoing, any Person shall be deemed to control any specified Person if such Person owns fifty percent (50%) or more

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of the voting securities of the specified Person, or if the specified Person owns fifty percent (50%) or more of the voting securities of such Person, or if fifty percent (50%) or more of the voting securities of the specified Person and such Person are under common control.

Agreement. As defined in the preamble hereof.

Btu. The amount of heat required to raise the temperature of one pound of pure water from 58.5 degrees Fahrenheit to 59.5 degrees Fahrenheit at a constant pressure of 14.73 psia.

Business Day. Any calendar Day on which commercial banks in New York City are open for business.

Completion Deadline. As defined in Section 3.3(f).

Compression Fee. As defined in Section 5.1(a)(iii).

Confidential Information. As defined in Section 18.6(a).

Conflicting Dedication. Any gathering agreement or other commitment or arrangement that would require Dedicated Gas to be gathered and/or compressed on any gathering system other than the Gathering System.

Contract Year. Each of (a) the period from the Effective Date to the last Day of the Month in which the first anniversary of the Effective Date occurs and (b) each period of twelve (12) Months thereafter.

Connection Notice. As defined in Section 3.3(b).

CPI. As defined in Section 5.1(e).

Cubic Foot. The volume of Gas in one cubic foot of space at a standard pressure and temperature base of 14.73 psia and 60 degrees Fahrenheit, respectively.

Day. A period commencing at 10:00 a.m., Eastern Standard Time, on a calendar day and ending at 10:00 a.m., Eastern Standard Time, on the next succeeding calendar day.

Daily shall have the correlative meaning.

Dedicated Gas. All Gas that is attributable to any Dedicated Property (including all Gas attributable to third parties that is produced from a Well located on such Dedicated Property) that Producer or a Rice Subsidiary has the right to control and deliver for gathering and that is produced on or after the Effective Date.

Dedicated Properties. All Interests now owned or hereafter acquired by Producer or a Rice Subsidiary and located wholly within the Dedication Area or pooled, unitized or communitized with Interests located wholly within the Dedication Area.

Dedication Area. Belmont County, Ohio.

Delivery Point. Each point at which point Gatherer will redeliver Gas to Producer or for its account, which shall be the point of interconnection of the Gathering System with the facilities of a Downstream Pipeline, including those points more particularly described on Exhibit A.

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Delivery Point Gas. A quantity of Gas having a Thermal Content equal to the total Thermal Content of the Producer Gas received by Gatherer from Producer at the Receipt Points, less (a) the Thermal Content of Gas used for Fuel, (b) the Thermal Content of Pipeline Drip recovered from the Gathering System, and (c) the Thermal Content of Lost and Unaccounted for Gas, in each case, as allocated to Producer in accordance with this Agreement.

Development Plan. As defined in Section 3.2(a).

Downstream Pipeline. Any Gas pipeline or any facilities of any end-user or local distribution company, in each case downstream of the Gathering System, into which Gas is delivered by or for the account of Producer from the Gathering System.

Dth. One dekatherm, i.e., one million (1,000,000) Btus.

Effective Date. December 22, 2014.

Emissions Charges. As defined in Section 10.4.

ET Rover Pipeline Delivery Point. The Delivery Point at the interconnection with Rover Pipeline LLC’s Downstream Pipeline, which Delivery Point will be constructed, operated, and maintained by Gatherer.

Fees. As defined in Section 5.1(d).

FERC. As defined in Section 18.2.

Firm Capacity Gas. Gas that is accorded the highest priority on the Gathering System with respect to capacity allocations, interruptions, or curtailments, specifically including (a) Dedicated Gas produced from Required Connection Wells up to the Maximum Daily Quantity at each Delivery Point and (b) Gas delivered to the Gathering System from any Person for which Gatherer is contractually obligated to provide the highest priority. Firm Capacity Gas will be the last Gas removed from the relevant part of the Gathering System in the event of an interruption or curtailment and all Firm Capacity Gas, including Dedicated Gas up to the Maximum Daily Quantity at each Delivery Point, will be treated equally in the event an allocation is necessary.

[***] Mile Perimeter. As defined in Section 3.1(a).

Force Majeure. As defined in Section 14.2.

Fuel. Gas and electric power used in the operation of the Gathering System, including but not limited to fuel consumed in System Compressor Stations and dehydration facilities that are part of the Gathering System.

Gallon. One U.S. gallon, which is equal to 231 cubic inches.

Gas. Any mixture of gaseous hydrocarbons, consisting essentially of methane and heavier hydrocarbons and inert and noncombustible gases, that is extracted from beneath the surface of the earth.

Gas Gathering and Compression Agreement. As defined in the preamble hereof.

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Gas Quality Specifications. As defined in Section 10.1.

Gatherer. As defined in the preamble of this Agreement.

Gathering Fee. As defined in Section 5.1(a)(i).

Gathering System. The gathering system described in Exhibit B, together with any additional System Segments constructed after the date hereof, as such gathering system is expanded after the date hereof, including, in each case, to the extent now in existence or constructed or installed in the future, Gas gathering pipelines (including High Pressure gathering pipelines), System Compressor Stations, Gas dehydration facilities, Receipt Points, Delivery Points (including all interconnection facilities), Measurement Facilities, Pipeline Drip handling facilities, pig receiving facilities, rights of way, fee parcels, surface rights, and permits, and all appurtenant facilities.

Gathering System Plan. As defined in Section 3.2(b).

Gross Heating Value. The number of Btus produced by the complete combustion in air, at a constant pressure, of one Cubic Foot of Gas when the products of combustion are cooled to the initial temperature of the Gas and air and all water formed by combustion is condensed to the liquid state.

Goliath Gathering Fee. As defined in Section 5.1(a)(i).

Goliath Receipt Point. The inlet valve at the Measurement Facilities located at the point of interconnection between the pipeline owned and operated by Strike Force Midstream LLC and the Gathering System, which point shall be located in Switzerland Township, Monroe County, Ohio, as further set forth on Exhibit B hereto.

Governmental Authority. Any federal, state, local, municipal, tribal or other government; any governmental, regulatory or administrative agency, commission, body or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative, regulatory or taxing authority or power; and any court or governmental tribunal, including any tribal authority having or asserting jurisdiction.

High Pressure. Pipelines gathering or transporting Gas that has been dehydrated and compressed at the System Compressor Stations, including pipelines from the discharge of any System Compressor Station to the relevant Delivery Point.

Ideal Gas Laws. The thermodynamic laws applying to perfect gases.

Imbalance. As defined in Section 9.3.

Index Price. Inside FERC Gas Market Report (Dominion Transmission Inc. Appalachia) as expressed in $/Dth.

Initial Development Plan. The Development Plan provided by Producer to Gatherer and identified as the initial Development Plan.

Interconnect Fee. As defined in Section 5.1(b).

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Interests. Oil and gas leasehold interests and oil and gas mineral fee interests, including working interests, overriding royalty interests, net profits interests, carried interests, and similar rights and interests.

Interruptible Gas. Gas that is accorded the lowest priority on the Gathering System with respect to capacity allocations, interruptions, or curtailments. Interruptible Gas will be the first Gas removed from the Gathering System in the event of an interruption or curtailment.

Leach Xpress Deficiency Fee. As defined in Section 5.1(c).

Leach Xpress Delivery Point. The Delivery Point at the interconnection of Columbia Gas Transmission LLC’s Downstream Pipeline, which Delivery Point will be constructed, operated, and maintained by Gatherer.

Lost and Unaccounted For Gas. Gas received into the Gathering System that is released or lost through piping, equipment, operations, or measurement losses or inaccuracies or that is vented, flared or lost in connection with the operation of the Gathering System.

Maintenance. As defined in Section 7.2.

Maximum Daily Quantity. As defined in Section 3.4.

Mcf. One thousand (1,000) Cubic Feet.

Measurement Facilities. Any facility or equipment used to measure the volume of Gas, which may include meter tubes, isolation valves, recording devices, communication equipment, buildings and barriers.

Minimum Daily Quantity. As defined in Section 3.4.Monitoring Services Provider. As defined in Section 11.9(a).

Monitoring Services Provider. As defined in Section 11.9(a).

Month. A period commencing at 10:00 a.m., Eastern Standard Time, on the first Day of a calendar month and extending until 10:00 a.m., Eastern Standard Time, on the first Day of the next succeeding calendar month. Monthly shall have the correlative meaning.

Net Sales Price. As defined in Section 6.3.

Parties. As defined in the preamble of this Agreement.

Party. As defined in the preamble of this Agreement.

Person. An individual, a corporation, a partnership, a limited partnership, a limited liability company, an association, a joint venture, a trust, an unincorporated organization, or any other entity or organization, including a Governmental Authority.

Planned Well. As defined in Section 3.2(a).

Pipeline Drip. That portion of the Gas that condenses in, and is recovered from, the Gathering System as a liquid downstream of each Receipt Point. For the avoidance of doubt, Pipeline Drip does not include wellhead condensate

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Producer. As defined in the preamble of this Agreement.

Producer Gas. Gas that is either Dedicated Gas or Gas produced from and attributable to any property other than a Dedicated Property that is delivered to Gatherer for services under this Agreement by Producer or for Producer’s account.

Producer’s GHG Emissions. As defined in Section 10.4.

psia. Pounds per square inch, absolute.

psig. Pounds per square inch, gauge.

Receipt Point. The inlet valve at the Measurement Facilities located at or nearby or assigned to (a) a Well Pad where one or more Wells are connected to the Gathering System, (b) the Goliath Receipt Point, or (c) another point as agreed upon by the Parties in writing.

Required Connection Well. As defined in Section 3.1(a).

REX/ET/LXP Delivery Fee. As defined in Section 5.1(d).

Rice Subsidiary. Each Affiliate of Producer that is a direct or indirect subsidiary of Rice Energy, Inc.

Rockies Express Pipeline Delivery Point. The Delivery Point at the interconnection with Rockies Express Pipeline, LLC.

Services. As defined in Section 3.1.

System Compressor Station. As defined in Section 3.5.

System Delivery Point. Each point at which Gatherer redelivers Gas from the Gathering System, including the Delivery Points.

System Gathering Fee. As defined in Section 5.1(a)(ii).

System High Pressure Line. As defined in Section 3.6.

System Receipt Point. Each point where Gas first enters the Gathering System, including the Receipt Points.

System Segment. A physically separate segment of the Gathering System that connects one or more Wells of Producer or a Rice Subsidiary to one or more Delivery Points, including all Gas gathering pipelines (including High Pressure gathering pipelines), System Compressor Stations, Gas dehydration facilities, Receipt Points, Delivery Points, Measurement Facilities, Pipeline Drip handling facilities, rights of way, fee parcels, surface rights, and permits, and all appurtenant facilities.

Target Completion Date. As defined in Section 3.3(b).

Taxes. All gross production, severance, conservation, ad valorem and similar or other taxes measured by or based upon production, together with all taxes on the right or privilege of ownership of Gas, or upon the Services, including gathering, transportation, handling, transmission,

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compression, processing, treating, conditioning, distribution, sale, use, receipt, delivery or redelivery of Gas, including, without limitation, gross receipts taxes, and including all of the foregoing now existing or in the future imposed or promulgated.

Theoretical Volume of Pipeline Drip. As defined in Section 6.3.

Thermal Content. For Gas, the product of (a) a volume of Gas in Cubic Feet and (b) the Gross Heating Value of such Gas, as expressed in Dth. For Pipeline Drip, the product of the measured volume in Gallons multiplied by the gross heating value per Gallon determined in accordance with the GPA 2145-09 Table of Physical Properties for Hydrocarbons and GPA 8173 Method for Converting Mass of Natural Gas Liquids and Vapors to Equivalent Liquid Volumes, in each case as revised from time to time, stated in Dth; provided, however, that if sufficient data has not been obtained to make such calculation, the Thermal Content of Pipeline Drip shall be deemed to be 0.115 Dth per Gallon.

Third Party Gas. Gas produced by Persons other than Producer or a Rice Subsidiary and not considered Producer Gas hereunder.

Transfer. Any sale, assignment, conveyance, or other transfer, including pursuant to an exchange or farmout. Transfers and Transferred have the correlative meanings.

Transferee. Any Person to which a Transfer is made.

Well. A well for the production of hydrocarbons in which Producer or a Rice Subsidiary owns an interest that produces or is intended to produce Dedicated Gas or otherwise is connected or is required to be connected to the Gathering System in accordance with this Agreement.

Well Pad. The surface installation on which one or more Wells are located.

ARTICLE 2PRODUCER COMMITMENTS

Section 2.1Producer’s Dedication. Subject to Section 2.2 through Section 2.4and Section 3.3(e), (a) Producer exclusively dedicates and commits to deliver to Gatherer, as and when produced, all Dedicated Gas and (b) Producer agrees not to deliver, or permit any Rice Subsidiary to deliver, any Dedicated Gas to any other gathering system or compressor station.

Section 2.2Conflicting Dedications. Producer and each Rice Subsidiary shall have the right to comply with each of the Conflicting Dedications set forth in Exhibit C hereto and any other Conflicting Dedication entered into by a non-Affiliated predecessor-in-interest to Producer or such Rice Subsidiary that is applicable as of the date of acquisition thereof to any Dedicated Property acquired after the Effective Date (but not any entered into in connection with such acquisition); provided, however, that Producer and each Rice Subsidiary shall each have the right to comply with Conflicting Dedications only until the last Day of the Month in which the termination of such Conflicting Dedication occurs and shall not take any voluntary action (including the exercise of any right to extend) to extend the term of such Conflicting Dedication beyond the minimum term provided for in the document evidencing such Conflicting Dedication. Producer represents that, except as set forth in Exhibit C, Dedicated Gas is not as of the Effective Date subject to any Conflicting

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Dedication. If Dedicated Gas produced from a Well on a Well Pad is subject to a Conflicting Dedication that Producer or such Rice Subsidiary has the right to comply with under this Section 2.2, Producer has the right, in complying with such Conflicting Dedication, to deliver all Dedicated Gas from such Well Pad in accordance with the Conflicting Dedication, even if all Wells on such Well Pad are not subject to such Conflicting Dedication.

Section 2.3Producer’s Reservations. Producer reserves the following rights with respect to Dedicated Gas for itself and for the operator of the relevant Dedicated Properties: (a) to operate Wells producing Dedicated Gas as a reasonably prudent operator in its sole discretion, including the right, but never the obligation, to drill new Wells, to repair and rework old Wells, to renew or extend, in whole or in part, any Interest covering any of the Dedicated Properties, and to cease production from or abandon any Well or surrender any such Interest, in whole or in part, when no longer deemed by Producer to be capable of producing Gas in paying quantities under normal methods of operation; (b) to use Dedicated Gas for operations (including reservoir pressure maintenance and drilling or hydraulic fracturing fuel); (c) to deliver or furnish to lessors and holders of other existing similar burdens on production such Gas as is required to satisfy the terms of the applicable leases or other applicable instruments; (d) to acquire Wells connected to existing gathering systems and to continue to deliver to such gathering systems Gas produced from such Wells, provided that, to the extent that Gas from such Wells constitutes Dedicated Gas, Producer delivers a Connection Notice to Gatherer with respect to any such Well not later than [***] Days after its acquisition and thereafter delivers Gas to such gathering system only until Gatherer has connected such Well to the Gathering System in accordance with Section 3.3; (e) to pool, communitize, or unitize Producer’s or any Rice Subsidiary’s Interests with respect to Dedicated Gas, provided that the share of Gas produced from such pooled, communitized, or unitized Interests shall be committed and dedicated to this Agreement; and (f) [***].

Section 2.4Covenant Running with the Land. The dedication and commitment made by Producer under this Article 2 is a covenant running with the land. Producer shall not, and shall not permit any Rice Subsidiary to, Transfer any or all of its interest in any Dedicated Property unless (a) Producer obtains and delivers to Gatherer a written acknowledgment by the Transferee in favor of Gatherer acknowledging that the Transferred Dedicated Property shall remain subject to this Agreement in all respects and (b) each instrument of conveyance expressly so states. Notwithstanding the foregoing, Producer and each Rice Subsidiary shall be permitted to Transfer any Dedicated Property free of the dedication hereunder and without complying with the requirements of the immediately preceding sentence in a Transfer in which a number of net acres of Dedicated Properties that, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously Transferred free of dedication hereunder pursuant to this Section 2.4, does not exceed the aggregate number of net acres of Dedicated Properties acquired by Producer after the Effective Date, including in a transaction in which [***] subject to dedication hereunder; provided, however, that [***] Dedicated Gas produced from any Well that is located on a Well Pad if other Wells on such Well Pad are or have been connected to the Gathering System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or that is located on a Well Pad if a Connection Notice has previously been delivered by Producer for a Well on such Well Pad. At the request of Gatherer, Producer and Gatherer shall execute and record an amendment to the memorandum of this Agreement

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previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated Properties.

Section 2.5Commitment of Other Rice Subsidiaries. Upon any Rice Subsidiary acquiring any Interests in the Dedication Area, Producer shall cause such Rice Subsidiary to enter into a joinder to this Agreement (and to any memoranda of this Agreement entered into pursuant to Section 18.16 or Section 2.4) whereby such Rice Subsidiary agrees to be bound by and to comply with each agreement and commitment made by Producer under this Article 2 with respect to such Rice Subsidiary’s Interests in the Dedication Area and all Dedicated Gas produced therefrom.

Section 2.6Priority of Dedicated Gas. Dedicated Gas tendered at the Receipt Points, except for the Goliath Receipt Point, on any Day up to the Maximum Daily Quantity applicable on such Day shall be Firm Capacity Gas. Producer Gas tendered at the Goliath Receipt Point shall be Interruptible Gas. Dedicated Gas tendered at the Receipt Points on any Day in excess of the Maximum Daily Quantity applicable on such Day shall be Interruptible Gas.

ARTICLE 3    
SERVICES; GATHERING SYSTEM EXPANSION AND CONNECTION OF WELLS

Section 3.1Gatherer Service Commitment. Subject to and in accordance with the terms and conditions of this Agreement, Gatherer commits to providing the following services (collectively, the “Services”) to Producer:

(a)construct and expand the Gathering System to connect to the Gathering System each Well that is producing or will produce Dedicated Gas that (i) has been completed as of the Effective Date, (ii) is included in the Initial Development Plan, or (iii) is within [***] miles of the Gathering System (the “[***] Mile Perimeter”) as it exists as of the date of the Connection Notice, subject in each case to the procedures set forth in Section 3.3 (such Wells, and such other Wells that become Required Connection Wells in accordance with Section 3.3, “Required Connection Wells”);

(b)receive, or cause to be received, into the Gathering System, from or for the account of Producer, at each Receipt Point, all Firm Capacity Gas tendered by or on behalf of Producer;

(c)receive, or cause to be received, into the Gathering System, from or for the account of Producer, at each Receipt Point, all Interruptible Gas, to the extent not curtailed in accordance with Section 7.3(a);

(d)compress and dehydrate Gas received from or on behalf of Producer into the Gathering System at the System Compressor Stations in accordance with Section 3.5;

(e)deliver, or cause to be delivered, to or for the account of Producer, at the nominated Delivery Point, Delivery Point Gas allocated to Producer; and

(f)recover Pipeline Drip from the Gathering System and remit net proceeds pro rata to Producer in accordance with Section 6.3.

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Section 3.2Development Plan; Gathering System Plan; Exchange and Review of Information.

(a)The Initial Development Plan describes the planned development, drilling, and production activities relating to the Dedicated Properties through [***] (such plan, as updated as hereinafter provided, the “Development Plan”). Following the Effective Date, on or before the last Day of each Month, Producer shall provide Gatherer an updated Development Plan describing the planned development, drilling, and production activities relating to the Dedicated Properties for the [***]-Month period commencing on the date of such updated Development Plan. Each Development Plan will include (i) information as to the Wells that Producer expects will be drilled during such period (each such Well reflected in a Development Plan, a “Planned Well”), information as to each Well Pad expected to be constructed during such period and the approximate locations thereof, and the earliest date on which one or more Planned Wells at each such Well Pad are expected to be completed and turned-to-sales and (ii) good faith and reasonable production forecasts for all Wells connected as of, and estimated to be connected to the Gathering System during the [***]-Month period following, the date of such Development Plan (to the extent not previously provided or, if earlier provided, as revised in Producer’s good faith estimation). Producer shall make its representatives available to discuss the Development Plan from time to time with Gatherer and their respective representatives, in order to facilitate advance planning for expansion or improvement of the Gathering System and to address other matters relating to the construction and installation of additions to the Gathering System. Producer may provide updated or amended Development Plans to Gatherer at any time and shall provide its then-current Development Plan to Gatherer from time to time on or prior to the [***] after Gatherer’s request therefor.

(b)Gatherer has provided to Producer a Gathering System plan describing and/or depicting the Gathering System, including all pipelines, all Receipt Points and Delivery Points, and all compression and dehydration facilities and other major physical facilities, together with their locations, sizes and other physical specifications, operating parameters, capacities, and other relevant specifications, and together with a schedule for completing the construction and installation of the planned portions thereof, in each case as currently in existence, under construction, or planned (such plan, as updated as hereinafter provided, the “Gathering System Plan”). The Gathering System Plan shall state, for each planned pipeline, the anticipated volume of line pack that will be required in order to place such pipeline into operation. Based on the Development Plans and such other information about the expected development of the Dedicated Properties as shall be provided to Gatherer by or on behalf of Producer, as well as forecast Delivery Point nominations received from Producer from to time, Gatherer shall periodically update the Gathering System Plan. Without limiting the generality of the foregoing, Gatherer shall ensure that the Gathering System Plan reflects all Required Connection Wells included in each Monthly Development Plan not later than [***] Days after such Development Plan is delivered to Gatherer. Gatherer shall make the Gathering System Plan available for inspection by Producer and their respective representatives from time to time and shall make representatives of Gatherer available to discuss the Gathering System Plan from time to time with Producer and their respective representatives. Gatherer shall provide Producer updates not less frequently than Monthly on the progress of work on all facilities necessary to connect Required Connection Wells to the Gathering System and to connect the Gathering System to the Delivery Points as set forth in the then-current Gathering System Plan.

(c)The Parties recognize that the plans for the development of the Dedicated Properties set forth in the Development Plans, as well as all information provided by Producer to Gatherer regarding its intentions with respect to the development of the Dedicated Properties, are

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subject to change and revision [***], and that such changes may impact the timing, configuration, and scope of the planned activities of Gatherer. The exchange of such information and any changes thereto shall not give rise to any rights or liabilities as among the Parties except as expressly set forth in this Agreement, and Gatherer shall determine [***] the time at which it begins to work on and incur costs in connection with particular Gathering System expansion projects, including the acquisition of rights of way, equipment, and materials. [***].

Section 3.3Expansion of Gathering System; Connection of Wells; Delivery Points.

(a)Gatherer shall design and develop the Gathering System for the purpose of providing Services as and when needed to support the upstream development of the Required Connection Wells, and Gatherer shall be obligated, at its sole cost and expense, subject to the provisions of this Agreement, to procure, construct, install, own, and operate the Gathering System so as to timely connect the Required Connection Wells to the Gathering System, connect the Gathering System to Delivery Points, and timely commence providing the full scope of Services, with respect to all Dedicated Gas produced from the Required Connection Wells from and after their completion, all in accordance with this Section 3.3; provided, that the foregoing shall not preclude Gatherer from also designing and developing the Gathering System to accommodate Third Party Gas.

(b)Producer shall from time to time give notice, in the form of Exhibit Dhereto (or in such form as the Parties shall otherwise agree from time to time), to Gatherer of each Planned Well that Producer intends to drill and complete that will produce Dedicated Gas (a “Connection Notice”). Each Connection Notice shall set forth the target completion date for drilling and completion and turn-to-sales of such Well (the “Target Completion Date”).

(c)On or before the [***] after delivery of a Connection Notice for a Planned Well, Gatherer shall, by notice to Producer, (i) (A) acknowledge that the Planned Well covered by such Connection Notice is a Required Connection Well or (B) acknowledge that such Planned Well is not a Required Connection Well but nonetheless commit to connect such Planned Well to the Gathering System and perform the Services in respect of Dedicated Gas produced from such Planned Well for the Gathering Fee defined in Section 5.1(a) or (ii) state that it has determined that such Planned Well is not a Required Connection Well and state the Gathering Fee that it would charge for connecting such Planned Well to the Gathering System and performing the Services in respect of Dedicated Gas produced from such Planned Well.

(d)If Gatherer delivers the notice referred to in Section 3.3(c)(i) with respect to a Connection Notice for a Planned Well, such Planned Well shall be deemed a Required Connection Well. If Gatherer delivers the notice referred to in Section 3.3(c)(ii) with respect to a Connection Notice for a Planned Well, Producer may, by notice to Gatherer, accept Gatherer’s proposed Gathering Fee, in which case such Planned Well shall be deemed a Required Connection Well from and after the date of Producer’s notice, and the Gathering Fee proposed in Gatherer’s notice shall be charged for Dedicated Gas delivered to the Receipt Point at the Well Pad on which such Planned Well is located.

(e)If Gatherer delivers the notice referred to in Section 3.3(c)(ii) with respect to a Connection Notice for a Planned Well, and if Producer desires to have such Planned Well connected to the Gathering System but does not agree to the proposed Gathering Fee stated in such notice, the Parties shall negotiate in good faith for a period not to exceed [***] Days from the date

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of such notice and use reasonable efforts to reach agreement on a Gathering Fee that would be applicable to the Services performed in respect of Dedicated Gas produced from such Planned Well. If the Parties agree in writing on such Gathering Fee, such Planned Well shall be deemed a Required Connection Well from and after the date of such agreement, and the Gathering Fee agreed by the Parties shall be charged for Dedicated Gas delivered to the Receipt Point at the Well Pad on which such Planned Well is located. If the Parties do not reach agreement within such [***]-day period, Producer may, at its option by notice to Gatherer, (i) [***], or (ii) [***], as of the date of the Connection Notice for such Planned Well, that is nearest such Planned Well, in which case such Planned Well shall become a Required Connection Well from and after the date of Producer’s notice, and the Gathering Fee defined in Section 5.1(a) shall apply to the Services performed in respect of Dedicated Gas produced from such Planned Well.

(f)Gatherer shall cause the necessary facilities to be constructed to connect each Required Connection Well to the Gathering System and to commence the Services with respect to Dedicated Gas produced from such Required Connection Well. Such facilities shall be available to receive Dedicated Gas from such Required Connection Well as soon as reasonably practicable following the [***] and in any event on or before [***] (1) the Target Completion Date with respect to such Well, (2) the date that is [***] Days after the Connection Notice for such Well, and (3) the date on which such Well is ready for completion (the later of such dates, with respect to such Well, the “Completion Deadline”). Gatherer shall provide Producer notice promptly upon Gatherer’s becoming aware of any reason to believe that it may not be able to connect a Required Connection Well to the Gathering System by the Target Completion Date therefor or to otherwise complete all facilities necessary to provide the full scope of Services with respect to all Dedicated Gas from such Well by the Target Completion Date therefor. If and to the extent Gatherer is delayed in completing and making available such facilities by a Force Majeure event or any action of Producer that is inconsistent with the cooperation requirements of Section 3.9, then the Completion Deadline for such connection shall be extended for a period of time equal to that during which Gatherer’s completion and making available of such facilities was delayed by such events or actions. If such facilities are not completed and made available by the Completion Deadline, as Producer’s sole and exclusive remedies for such delay,

(i)the Dedicated Gas from such Well shall be temporarily released from dedication hereunder until such time as such Well is connected to the Gathering System and the Gathering System is ready to receive Dedicated Gas produced from such Well and to commence the Services with respect thereto; and

(ii)Producer shall have the right to complete the procurement, construction and/or installation of any rights or facilities necessary to connect the relevant Well to the Gathering System, to connect the Gathering System to the relevant Delivery Point, and/or to permit Dedicated Gas from such Required Connection Well to be received into the Gathering System and delivered to the relevant Delivery Point, in which case Gatherer shall pay to Producer an amount equal to [***], and Producer shall convey all such rights and facilities to Gatherer and such rights and facilities shall thereafter be part of the Gathering System.

The remedies set forth in clauses (i) and (ii) above shall be applicable to Wells with Completion Deadlines that are [***] Days or more after the Effective Date.

(g)Producer has as of the date hereof delivered a Connection Notice to Gatherer with respect to certain Required Connection Wells. Such Connection Notice shall be deemed to

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have been given for each such Required Connection Well [***] Days prior to the Target Completion Date specified for such Well in such notice.

(h)The Gathering Plan shall reflect all Delivery Points and existing or anticipated capacities and anticipated in-service dates. Gatherer or its designee shall be obligated, at Gatherer’s cost, to provide connections to the Delivery Points set forth on Exhibit A and expand each Delivery Point in accordance with Section 3.4. If Producer specifies that Dedicated Gas is to be delivered to a Delivery Point not described on Exhibit A that is not at such time connected to the Gathering System, Gatherer or its designee shall, at Producer’s sole cost, risk, and expense, provide a connection to such Delivery Point. For each such request, Gatherer shall provide Producer with an estimated cost and in-service date, which are subject to change, and all such costs shall remain the sole cost, risk, and expense of the Producer. Producer shall provide at least [***] Months’ notice prior to its anticipated need for expanded capacity at any Delivery Point listed in Exhibit A or any new Delivery Point not listed in Exhibit A. All such Delivery Points shall be provided with all interconnection facilities and other Delivery Point facilities (including any Measurement Facilities), and with sufficient capacities, necessary to permit Dedicated Gas to be redelivered at such Delivery Point in accordance with this Agreement (with all expansions of capacity at such Delivery Points, including the Delivery Points described on Exhibit A, being at Producer’s sole, cost, risk, and expense). Subject to the foregoing, Gatherer shall connect each Well to the Gathering System such that Gas from such Well can be redelivered to the Delivery Points described in the Development Plan.

Section 3.4Determination of Maximum Daily Quantity. The “Maximum Daily Quantity” for each System Segment (a) with respect to the initial Contract Year shall be as set forth in Exhibit A and (b) with respect to each Contract Year thereafter shall be [***]. In all cases of calculating Maximum Daily Quantity, quantities of Producer Gas received at the Goliath Receipt Point shall be excluded from each such calculation. The aggregate Maximum Daily Quantity adjustment each year after the first Contract Year shall be distributed among all existing Delivery Points and new Delivery Points that are anticipated to commence in-service during the Contract Year as mutually agreed upon between the parties. Gatherer’s Maximum Daily Quantity obligations to Producer for delivery of Gas to any new Delivery Point or expansions of existing and planned Delivery Points during any Contract Year shall not commence until Gatherer has given notice to Producer that the Delivery Point is in-service. Parties shall mutually agree to determine the annual distribution for the following Contract Year [***] prior to the end of the current Contract Year. In addition to the Maximum Daily Quantity, Producer shall also be subject to the minimum daily quantity (the “Minimum Daily Quantity”) at each Delivery Point as set forth in Exhibit A. Gatherer shall not be responsible for delivering Producer Gas at a volume less than the Minimum Daily Quantity.

Section 3.5Compression. The Gathering System Plan will describe the centralized compression and dehydration facilities that will be required to compress and dehydrate Dedicated Gas upstream of the Delivery Points or any System High Pressure Line (“System Compressor Stations”). Gatherer shall use commercially reasonable efforts to operate the Gathering System at a pressure desired by the Producer but in accordance with the pressure differentials set forth in this Section 3.5 and water vapor content in accordance with Section 10.1 and to permit Dedicated Gas to enter such Downstream Pipelines or High Pressure gathering pipelines as defined in the Gathering System Plan. Gatherer shall install, operate, and maintain each System Compressor Station. For the avoidance of doubt, Gatherer is not obligated, but shall have the right at any time, to add additional compressor stations

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to the Gathering System, and to add compression capacity at any System Compressor Station in addition to the capacity that is reflected in the Gathering System Plan, as it deems necessary or appropriate to provide the Services and such services as it is providing in respect of Third Party Gas. Producer must pay the Compression Fee with respect to all its Gas that is compressed and dehydrated using the System Compressor Stations, additional compressor stations, or additional capacity. Each stage of compression will be designed by Gatherer to provide at least [***] psig and a maximum of [***] psig of pressure differential from the suction to the discharge side of each compression stage. The Gatherer shall use commercially reasonable efforts to maintain a pressure differential of [***] psig across each stage of compression. Producer shall not be obligated to pay the Compression Fee for more than one stage of compression unless (i) Producer requests that the operating pressure of the Gathering System or a relevant System Segment be reduced to below the maximum differential mechanically possible through a single compression stage as determined by Gatherer and/or (ii) Gatherer provides notice to Producer, in writing, that one or more additional stages of compression will be added to the Gathering System to accommodate a third party request with respect to Third Party Gas to reduce the operating pressure to below a pressure mechanically possible through a single compression stage as determined by Gatherer. Gatherer will not operate Compressor Stations, or stages of a Compressor Station, if the differential pressure across the applicable stage of a Compressor Station servicing the applicable receipt point is less than [***] psig differential. Prior to installation of any System Compressor Station, Producer shall be solely responsible for dehydration facilities in accordance with Section 10.1.

Section 3.6High Pressure Services. The Gathering System Plan will describe the High Pressure gathering pipelines that Gatherer determines are necessary or appropriate to connect the Gathering System to the Delivery Points and to redeliver the volumes of Dedicated Gas to be redelivered at such Delivery Points in the most efficient manner (“System High Pressure Lines”). Gatherer shall install each such System High Pressure Line, together with the associated System Compressor Stations, and shall operate and maintain each System High Pressure Line. For the avoidance of doubt, Gatherer shall have the right at any time to add additional High Pressure gathering pipelines to the Gathering System as it deems necessary or appropriate to provide the Services and such services as it is providing in respect of Third Party Gas.

Section 3.7Gas Removed for Lease Operations. Gatherer shall use commercially reasonable efforts to accommodate, at the cost and expense of Producer, any request by Producer to redeliver to Producer any Gas that has been received into the Gathering System that Producer desires to use in lease operations, including for drilling and hydraulic fracturing fuel. Producer shall be responsible for the construction, ownership, and operation of facilities to transport such Gas from the point of redelivery of such Gas from the Gathering System to the lease sites where such Gas will be used.

Section 3.8Right of Way and Access. Gatherer is responsible for the acquisition of rights of way, crossing permits, licenses, use agreements, access agreements, leases, fee parcels, and other rights in land right necessary to construct, own, and operate the Gathering System, and all such rights in land shall be solely for use by Gatherer and shall not be shared with Producer, except as otherwise agreed by Gatherer; provided that Producer agrees to grant and/or to cause each Rice Subsidiary to grant, without warranty of title, either express or implied, to the extent that it has the right to do so without the incurrence of material

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expense, an easement and right of way upon all lands covered by the Dedicated Properties, for the purpose of installing, using, maintaining, servicing, inspecting, repairing, operating, replacing, disconnecting, and removing all or any portion of the Gathering System, including all pipelines, meters, and other equipment necessary for the performance of this Agreement; provided, further, that the exercise of these rights by Gatherer shall not unreasonably interfere with Producer’s or such Rice Subsidiary’s lease operations or with the rights of owners in fee, and will be subject to Producer’s safety and other reasonable access requirements applicable to Producer’s personnel. Neither Producer nor such Rice Subsidiary shall have a duty to maintain the underlying agreements (such as leases, easements, and surface use agreements) that such grant of easement or right of way to Gatherer is based upon, and such grants of easement or right of way will terminate if Producer or such Rice Subsidiary, as applicable, loses its rights to the property, regardless of the reason for such loss of rights. Notwithstanding the foregoing, (a) Producer will assist Gatherer to secure replacements for such terminated grants of easement or right of way, in a manner consistent with the cooperation requirements of Section 3.9, (b) to the extent that Producer agrees that Gatherer’s Measurement Facilities may be located on Producer’s Well Pad sites, Producer shall be responsible for obtaining any necessary rights to locate such Measurement Facilities on such Well Pad sites, and (c) Producer shall use reasonable efforts to involve Gatherer in Producer’s negotiations with the owners of lands covered by the Dedicated Properties so that Producer’s surface use agreements and Gatherer’s rights of way with respect to such lands can be concurrently negotiated and obtained.

Section 3.9Cooperation. Because of the interrelated nature of the actions of Producer and Gatherer required to obtain the necessary permits and authorizations from the appropriate Governmental Authorities and the necessary consents, rights of way and other authorizations from other Persons necessary to drill and complete each Planned Well and construct the required extensions of the Gathering System to each Planned Well, Producer and Gatherer agree to work together in good faith to obtain such permits, authorizations, consents and rights of way as expeditiously as reasonably practicable, all as provided herein. Producer and Gatherer further agree to cooperate with each other and to communicate regularly regarding their efforts to obtain such permits, authorizations, consents and rights of way.

ARTICLE 4TERM

Section 4.1Term. This Agreement shall become effective on the date first set forth above and, unless terminated earlier by mutual agreement of the Parties, shall continue in effect until the fifteenth (15th) anniversary of the Effective Date and from Month to Month thereafter (with the initial term of this Agreement deemed extended for each of any such additional Month) until such time as this Agreement is terminated, by notice from any Party to the other Parties, effective on the last day of the Month specified in such notice, which notice shall be given not less than [***] days before the effective date of such termination.

ARTICLE 5FEES AND CONSIDERATION

Section 5.1Fees.

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(a)Subject to the other provisions of this Agreement, Producer shall pay Gatherer each Month in accordance with the terms of this Agreement, for all Services provided by Gatherer during such Month, an amount equal to the sum of the following:

(i)The product of (A) the aggregate quantity of Gas, stated in Dth, received by Gatherer from Producer or for Producer’s account at the Goliath Receipt Point during such Month multiplied by (B) $[***], (as such fee may be increased or decreased in accordance with Section 5.1(c), the “Goliath Gathering Fee”); or

(ii)The product of (A) the aggregate quantity of Gas, stated in Dth, received by Gatherer from Producer or for Producer’s account (including Dedicated Gas produced by any Rice Subsidiary) at each Receipt Point, except for the Goliath Receipt Point, during such Month multiplied by (B) $[***], or such other Gathering Fee as is determined for a particular Required Connection Well pursuant to Section 3.3(d) or Section 3.3(e) ([***]) (as such fee may be increased or decreased in accordance with Section 5.1(e), the “System Gathering Fee”, and together with the Goliath Gathering Fee, the “Gathering Fee”); and

(iii)The product of (A) the aggregate volume of Gas, stated in Dth, received from Producer or for Producer’s account (including Dedicated Gas produced by any Rice Subsidiary) and compressed and dehydrated at each System Compressor Station during such Month multiplied by (B) the number of stages of compression installed at such System Compression Station (but, in the case of any second or additional stage of compression, only if such second or additional stage has been approved by Producer in accordance with in Section 3.5)multiplied by (C) $[***] (as may be increased or decreased in accordance with Section 5.1(e), the “Compression Fee”).

(b)Subject to the other provisions of this Agreement, Producer shall pay Gatherer each Month in accordance with the terms of this Agreement, for Services provided by Gatherer during such Month, an amount equal to the sum of the following (such sum, the “Interconnect Fee”), which fixed price components may be increased or decreased in accordance with Section 5.1(e):

(i)the aggregate quantity of Gas, stated in Dth, delivered by Gatherer to Producer or for Producer’s account at the Leach Xpress Delivery Point during such Month multiplied by (A) $[***] for all quantities of Gas up to and including the Maximum Daily Quantity allocated to the Leach Xpress Delivery Point as detailed in Exhibit A or (B) $[***] for all quantities of Gas exceeding the Maximum Daily Quantity allocated to the Leach Xpress Delivery Point as detailed in Exhibit A; and

(ii)the aggregate quantity of Gas, stated in Dth, delivered by Gatherer to Producer or for Producer’s account at the ET Rover Delivery Point during such Month multiplied by (A) $[***] for all quantities of Gas up to and including the Maximum Daily Quantity allocated to the ET Rover Delivery Point as detailed in Exhibit A or (B) $[***] for all quantities of Gas exceeding the Maximum Daily Quantity allocated to the ET Rover Delivery Point as detailed in Exhibit A.

(c)Deficiency Fee

(i)Subject to the other provisions of this Agreement, Producer shall pay Gatherer [***], commencing [***], in accordance with the terms of this Agreement for Services

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provided by Gatherer during the [***], an amount equal to the difference between (such difference, the “Leach Xpress Deficiency Fee”):

(A)the product of (i) the Maximum Daily Quantity allocated to the Leach Xpress Delivery Point as detailed in Exhibit A, (ii) [***] and (iii) $[***]; and

(B)the revenue received by Gatherer from Producer’s Gas delivered to the Leach Xpress Delivery Point during such [***].

Gatherer shall calculate (A) and (B) above during the Month [***] and invoice Producer for any Leach Xpress Deficiency Fee in the [***] invoice. If the difference as calculated above is negative for a given [***], the amount shall be deemed to be [***].

(d)Subject to the other provisions of this Agreement, Producer shall pay Gatherer each Month in accordance with the terms of this Agreement, for any compression provided by Gatherer during such Month that is required in order to deliver gas to the Rockies Express Pipeline Delivery Point and/or ET Rover Pipeline Delivery Point, an amount equal to the product of (i) the aggregate quantity of Gas, stated in Dth, delivered by Gatherer to Producer or for Producer’s account at the Rockies Express Pipeline Delivery Point, Leach Xpress Delivery Point, and/or ET Rover Pipeline Delivery Point during such Month multiplied by (ii) $[***] (as may be increased or decreased in accordance with Section 5.1(c), the “REX/ET/LXP Delivery Fee”, and collectively with the Gathering Fee, Compression Fee, Interconnect Fee, and Leach Xpress Deficiency Fee the “Fees”).

(e)The Fees shall be adjusted up on an annual basis in proportion to the percentage change, from the preceding year, in the All Items Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average, 1982-84 = 100, as published by the United States Department of Labor, Bureau of Labor Statistics (“CPI”). Such adjustment shall be made effective upon the first Day of each Contract Year commencing in the Contract Year beginning [***], and shall reflect the percentage change in the CPI as it existed for [***] of the preceding Contract Year from the CPI for the second immediately preceding [***]; provided, however, that the Gathering Fee and the Compression Fee shall never be less than the initial fees stated in Section 5.1; nor shall such fees be increased or decreased by more than [***]% in any given Contract Year.

(f)Subject to the other provisions of this Agreement, Producer shall pay Gatherer the actual cost of electricity used as Fuel and allocated to Producer in accordance with Section 6.2.

ARTICLE 6ALLOCATIONS

Section 6.1Allocation of Lost and Unaccounted For Gas. Lost and Unaccounted For Gas shall be allocated, on a Monthly basis, among all System Receipt Points on each System Segment pro rata based upon the Thermal Content of all Gas received at all System Receipt Points on such System Segment during such Month. Total Lost and Unaccounted For Gas with respect to each System Segment shall be determined by subtracting from the sum of the total Thermal Content of Gas received at all System Receipt Points on such System Segment during such Month the sum of (a) the Thermal Content of Gas actually delivered to all System Delivery Points on such System Segment during such Month, (b) the Thermal Content of Pipeline Drip recovered from such System Segment during such Month (other than Pipeline Drip vaporized and reinjected into the Gas stream), and (c) the

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Thermal Content of Gas used for Fuel on such System Segment, if any, during such Month. Lost and Unaccounted For Gas shall be allocated, on a Monthly basis, to each Receipt Point based upon a fraction, the numerator of which is the total Thermal Content of Gas measured at such Receipt Point during such Month, and the denominator of which is the total Thermal Content of Gas measured at all System Receipt Points on the System Segment on which such Receipt Point is located during such Month.

Section 6.2Allocation of Fuel. Gatherer shall allocate Fuel (included Gas used as Fuel and the cost of electricity used as Fuel), on a Monthly basis, to each Receipt Point upstream of a System Compressor Station on a pro rata basis, based upon a fraction, the numerator of which is the total volume of Gas measured at such Receipt Point during such Month, and the denominator of which is the total volume of Gas measured at all System Receipt Points upstream of such System Compressor Station during such Month. Gas consumed for Fuel shall be determined based on actual measurements of Fuel consumption. Fuel (included Gas used as Fuel and cost of electricity used as Fuel) for compression and other equipment utilized specifically to deliver Gas into the Rockies Express Pipeline and ET Rover Pipeline shall be allocated, on a Monthly basis, to Producer and each other customer of Gatherer on a pro rata basis, based upon a fraction, the numerator of which is the total volume of Producer Gas delivered to each Delivery Point during such Month and the denominator of which is the total volume of Gas delivered to each System Delivery Point during such Month. Gas consumed for Fuel shall be determined based on actual measurements of Fuel consumption.

Section 6.3Allocation of Pipeline Drip Recovered from the Gathering System.Gatherer will recover Pipeline Drip from the Gathering System and Gatherer shall be responsible for marketing and/or disposing of Producer’s Pipeline Drip. Gatherer shall remit to Producer for such Pipeline Drip [***] of the product of the Net Sales Price multiplied by the volume of Producer’s Pipeline Drip sold by Gatherer, or if the cost of marketing and/or disposing of Producer’s Pipeline Drip exceeds the amount received therefor, then Producer shall pay Gatherer the difference between the cost of marketing and/or disposing of the Pipeline Drip and the Net Sales Price of the Pipeline Drip. Gatherer shall use commercially reasonable efforts to market and sell the Pipeline Drip under the most favorable terms (including price) that Gatherer can obtain, as determined in Gatherer’s commercially reasonable discretion and taking into account all relevant factors and considerations including, without limitation, the reliable operation of the Gathering System and the available markets. As used herein, the “Net Sales Price” of Pipeline Drip attributable to Producer Gas shall be the weighted average of the net price per gallon received by Gatherer for the total volume of Pipeline Drip sold at or from the Gathering System during the applicable Month. For purposes of this calculation, the net price per gallon received by Gatherer for Pipeline Drip shall be determined by deducting from the actual gross sales revenue of Pipeline Drip sold at or from the Gathering System during the Month the direct costs of transportation, tank car rentals, taxes (including gross receipts taxes), offsite storage, water disposal, marketing and any other out-of-pocket expenses incurred by Gatherer [***] prior to or in direct connection with the sale of such Pipeline Drip, and dividing by the volume of Pipeline Drip sold to determine a net price per gallon (FOB or netted back to the Gathering System). Pipeline Drip shall be allocated to each Receipt Point upstream of the applicable Pipeline Drip recovery point by multiplying the volume (expressed in gallons) of Pipeline Drip recovered at the applicable Pipeline Drip recovery point by a fraction, the numerator of which is the Theoretical Volume of Pipeline Drip attributable to such Receipt Point and the

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denominator of which is the Theoretical Volume of Pipeline Drip for all receipt points upstream of the applicable Pipeline Drip recovery point. “Theoretical Volume of Pipeline Drip” shall be the product of (a) the total volume of Gas (in Mcf) received at each Receipt Point upstream of the applicable Pipeline Drip recovery point during the applicable Month and (b) the GPM of pentanes and heavier components in such Gas, determined at the relevant Receipt Point. The GPM shall be determined by the Gatherer using the sampling requirements in Article 11 from each Receipt Point. Gatherer shall provide to Producer such allocated GPMs in converted MMBtu for each Month for balancing.

ARTICLE 7CERTAIN RIGHTS AND OBLIGATIONS OF PARTIES

Section 7.1Operational Control of Gatherer’s Facilities. Gatherer shall design, construct, own, operate, and maintain the Gathering System at its sole cost and risk. Gatherer shall be entitled to full and complete operational control of its facilities and shall be entitled to schedule deliveries and to operate and reconfigure its facilities in a manner consistent with its obligations under this Agreement.

Section 7.2Maintenance. Gatherer shall be entitled, without liability, to interrupt its performance hereunder to perform necessary or desirable inspections, pigging, maintenance, testing, alterations, modifications, expansions, connections, repairs or replacements to its facilities as Gatherer deems necessary (“Maintenance”), with reasonable notice provided to Producer, except in cases of emergency where such notice is impracticable or in cases where the operations of Producer will not be affected. Before the beginning of each calendar year, Gatherer shall provide Producer in writing with a projected schedule of the Maintenance to be performed during the year and the anticipated date of such Maintenance. On or before the [***] Day before the end of each Month, Gatherer shall provide Producer with its projected maintenance schedule for the following Month.

Section 7.3Firm Capacity Gas; Capacity Allocations on the Gathering System. Subject to the capacity allocations set forth in this Section 7.3, Gatherer has the right to contract with other Persons for the delivery of Third Party Gas to the Gathering System, including the delivery of Firm Capacity Gas. If the volume of Gas available for delivery into any System Segment exceeds the capacity of such System Segment at any point relevant to Gatherer’s service to Producer hereunder, then Gatherer shall interrupt or curtail receipts of Gas in accordance with the following:

(a)First, Gatherer shall curtail all Interruptible Gas prior to curtailing Firm Capacity Gas.

(b)Second, if additional curtailments are required beyond Section 7.3(a) above, Gatherer shall curtail Firm Capacity Gas. In the event Gatherer curtails some, but not all, Firm Capacity Gas on a particular Day, Gatherer shall allocate the capacity of the applicable point on the relevant System Segment available to such shippers of Firm Capacity Gas, including Dedicated Gas, on a pro rata basis based upon the average nominations for Firm Capacity Gas for the [***]-Day period prior to the curtailments made by Producer and the other shippers on the Gathering System.

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Section 7.4Arrangements After Redelivery. It shall be Producer’s obligation to make any required arrangements with other parties for delivery of Producer Gas to the Receipt Points and Delivery Point Gas following delivery by Gatherer at the Delivery Points.

Section 7.5Line Pack. To the extent that it is necessary, in order for Gatherer to commence operations of new segments of the Gathering System, for Gas to be used as line fill, Producer shall provide such line fill to Gatherer, but not to exceed for any pipeline the volume of such line fill specified for such pipeline in the Gathering Plan.

ARTICLE 8PRESSURES AT RECEIPT POINTS AND DELIVERY POINTS

Section 8.1Pressures at Receipt Points. Producer shall deliver or cause to be delivered Gas to each Receipt Point at sufficient pressure to enter the Gathering System against its operating pressure, except that Producer shall not be obligated to deliver Gas at pressures in excess of the maximum allowable operating pressure of the Gathering System at such Receipt Point, as determined by Gatherer in its sole discretion.

Section 8.2Pressures at Delivery Points. The Gathering System shall be designed for and shall be operated at a pressure sufficient to effect delivery to the relevant Downstream Pipeline.

Section 8.3Producer Facilities. Producer, at its own expense, shall construct, equip, maintain, and operate all facilities (including separation, line heaters, dehydration, and/or compression equipment) necessary to deliver Producer Gas to Gatherer at the Receipt Points pursuant to this Agreement. Producer shall install and maintain sufficient pressure regulating equipment upstream of the Receipt Points in order to keep the pressure of the Gas delivered to Gatherer at the Receipt Points from exceeding the maximum allowable operating pressure at the applicable Receipt Point, as determined by Gatherer in its sole discretion.

ARTICLE 9NOMINATION AND BALANCING

Section 9.1Gatherer Notifications. On or before the [***] Day prior to the end of each Month, Gatherer shall provide written notice to Producer of Gatherer’s good faith estimate of any capacity allocations or curtailments for any System Segment, if any, that, based on then currently available information, Gatherer anticipates will be required or necessary during the next Month, including as a result of any Maintenance. Gatherer shall use all reasonable efforts to provide [***] advance notice of any actual event requiring allocation or curtailment, including Maintenance.

Section 9.2Nominations. On or before the [***] Day prior to the end of each Month, Producer shall provide to Gatherer nominations for deliveries of Producer Gas to the Receipt Points and the delivery of Delivery Point Gas to the specified Delivery Points during the next Month. Producer shall have the right to change such nominations at any time subject to the requirements of the Persons receiving Delivery Point Gas at or downstream of the Delivery Points and subject to changes in wellhead volumes being delivered into the system.

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Section 9.3Balancing. Gatherer will maintain records of any Daily and Monthly variances (“Imbalances”) between the volume of Producer Gas received at the Receipt Points and the volumes of Delivery Point Gas, plus Lost and Unaccounted for Gas, Fuel, and Pipeline Drip allocated to Producer. Producer shall make such changes in its nominations as Gatherer may from time to time reasonably request to maintain Daily and Monthly balances or to correct an Imbalance. Producer shall reimburse Gatherer for any cost, penalty, or fee arising from any Imbalance assessed against Gatherer by any Person receiving Producer Gas downstream of the Delivery Points, except to the extent such Imbalance was caused by Gatherer. Upon the termination of this Agreement or at such other time as Producer and Gatherer agree, Producer and Gatherer shall cash out any cumulative Imbalance using the applicable Index Price for the prior Month.

ARTICLE 10QUALITY

Section 10.1Receipt Point Gas Quality Specifications. Gas delivered by or for the account of Producer to each Receipt Point shall meet the following specifications (collectively, the “Gas Quality Specifications”):

(a)The Gas shall not contain any of the following in excess of: one-quarter (1/4) grain of hydrogen sulfide per hundred (100) Cubic Feet; one (1) grain of total sulfur per hundred (100) Cubic Feet; two one-hundredths of one percent (0.02%) by volume of oxygen; or two percent (2%) by volume of nitrogen.

(b)The total of all non-hydrocarbon gases shall not exceed three percent (3%) by volume.

(c)The temperature of the Gas at the Receipt Point shall not be less than forty (40) degrees Fahrenheit or in excess of one hundred twenty (120) degrees Fahrenheit.

(d)The Gas shall be free of solids, sand, salt, dust, gums, crude oil, and hydrocarbons in the liquid phase, and other objectionable substances which may be injurious to pipelines or which may interfere with the measurement, transmission or commercial utilization of said Gas.

(e)The Gas shall have a Gross Heating Value of less than 1100 Btu per million cubic feet of Gas.

(f)Prior to the installation of a System Compressor Station placing a Receipt Points(s) on suction, each Receipt Point shall have a water vapor content of five (5) pounds per Cubic Foot of Gas.

Except for items (a) through Section 10.1(f) above, such Gas shall meet the most restrictive quality specifications required from time to time by the Downstream Pipelines receiving Delivery Point Gas, except that for each Receipt Point other than the Goliath Receipt Point, there shall be no water vapor content specification.

Section 10.2Non-Conforming Gas. If any Gas delivered by or for the account of Producer fails at any time to conform to the Gas Quality Specifications, then Gatherer will have the right to immediately discontinue receipt of such non-conforming Gas so long as

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such Gas continues to be non-conforming. Producer agrees to undertake commercially reasonable measures to eliminate the cause of such non-conformance. If Producer fails to remedy such nonconformance, but such Gas conforms to all specifications other than hydrocarbon dew point and/or Gross Heating Value, then Gatherer agrees to (a) use commercially reasonable efforts to blend and commingle such Gas with other Gas in the Gathering System so that it meets the applicable specifications and (b) if such Gas cannot be brought into compliance with such blending will continue to accept and redeliver such Gas to the Delivery Points that will accept such non-conforming Gas as long as (i) no harm is done to the Gathering System, (ii) no harm is done to other shippers or their Gas, and (iii) other shippers are not prevented from nominating Gas to their preferred Delivery Point. Producer agrees to be responsible for, and to defend, indemnify, release, and hold Gatherer and its Affiliates, directors, officers, employees, agents, consultants, representatives, and invitees harmless from and against, all claims and losses of whatever kind and nature resulting from non-conforming Gas delivered for or on account of Producer to the Gathering System, unless Gatherer has accepted receipts of such nonconforming Gas having actual knowledge of such nonconformity.

Section 10.3Delivery Point Gas Quality Specifications. If Producer delivers Gas to Gatherer at the Receipt Points that meets the Gas Quality Specifications, Gatherer shall redeliver Delivery Point Gas to or for the account of Producer that meets the Gas Quality Specifications.

Section 10.4Greenhouse Gas Emissions. Notwithstanding anything contained in this Agreement to the contrary, in the event there is an enactment of, or change in, any law after the Effective Date of this Agreement which, in Gatherer’s reasonable determination, results in (a) a Governmental Authority requiring Gatherer to hold or acquire emission allowances or their equivalent related to the carbon dioxide content or emissions or the greenhouse gas content or emissions attributable to Producer Gas and/or the gathering, or transportation of such Gas (collectively, “Producer’s GHG Emissions”) or (b) Gatherer incurring any costs or expenses attributable to Producer Gas, including any costs or expenses for disposal or treating of carbon dioxide attributable to such Gas, or any other additional economic burden being placed on Gatherer in connection with or related to Producer’s GHG Emissions, including any tax, assessment, or other cost or expense (collectively, “Emissions Charges”), then (i) Producer will use reasonable efforts to provide any required emissions allowances or their equivalent to Gatherer in a timely manner (and Producer shall indemnify and hold harmless Gatherer from against any Losses, including any expenses incurred by Gatherer in acquiring such allowances in the marketplace, arising out of the failure to so provide such allowances) and (ii) Producer shall be fully responsible for such Emissions Charges and shall reimburse Gatherer for any Emissions Charges paid by Gatherer within ten (10) Days of receipt of Gatherer’s invoice.

ARTICLE 11MEASUREMENT EQUIPMENT AND PROCEDURES

Section 11.1Equipment. Gatherer shall install, own, operate, and maintain Measurement Facilities to measure Gas at all the System Receipt Points and shall ensure that the relevant Downstream Pipeline installs, owns, operates, and maintains Measurement Facilities at the System Delivery Points (but downstream of any slug catcher) for Gas. Measurement Facilities at the Receipt Points shall meet current industry standards for

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custody transfer measurement. Producer shall have the right to install check Measurement Facilities at each Receipt Point, including the right to install check measurement equipment on Gatherer’s meter tubes and orifice unions.

Section 11.2Gas Measurement Standards. The following standards shall apply to the measurement of Gas hereunder:

(a)Where measurement is by orifice meter, all fundamental constants, observations, records, and procedures involved in the determination and/or verification of the quantity and other characteristics of the Gas delivered hereunder shall be in accordance with the standards prescribed in the latest edition of A.G.A. Report No. 3 (ANSI/API 2530) “Orifice Metering of Natural Gas” with any revisions, amendments or supplements as may be mutually acceptable to Producer and Gatherer.

(b)Where measurement is by ultrasonic meter, all fundamental constants, observations, records, and procedures involved in the determination and/or verification of the quantity and other characteristics of the Gas delivered hereunder shall be in accordance with the standards prescribed in the latest edition of A.G.A. Report No. 9 “Measurement of Gas by Multi Path Ultrasonic Meters” with any revisions, amendments or supplements as may be mutually acceptable to Producer and Gatherer.

(c)The changing and integration of the charts (if utilized for measurement purposes hereunder) and calibrating and adjusting of meters shall be performed by Gatherer.

Section 11.3Gas Measurement.

(a)The unit of volume for measurement of Gas delivered hereunder shall be one Mcf at a base temperature of 60 degrees Fahrenheit and at a pressure base of 14.73 psia without adjustment for water vapor content. It is agreed that for the purposes of measurement and computations hereunder, (i) the absolute atmospheric (barometric) pressure shall be assumed to be 14.40 Psia regardless of the actual elevation or location of the CDP above sea level or of a variation of barometric pressure from time to time and (ii) all measurements and testing performed hereunder shall all be made by Gatherer in accordance with applicable rules, regulations, and orders.

(b)The heating value and specific gravity of the gas shall be determined using chromatographic methods as often as required, using representative spot samples or continuous samplers as determined by Gatherer in accordance with standard industry practice, to reasonably assure accurate determinations, but at least twice per year. The tests shall determine the heating value and specific gravity to be used in computations in the measurement of natural gas received by Gatherer until the next regular test, or until changed by special test. In month in which the sample is collected the new gas quality will be applied to the start of the current measurement contract month. Gatherer shall procure or cause to be procured a sample of Gas at each System Delivery Point and analyze the samples by chromatographic analysis to determine the component content (mole percent), specific gravity, and the Gross Heating Value thereof. These determinations shall be made utilizing the following standards: (i) Gas Processors Association Obtaining Natural Gas Samples for Analysis by Gas, Publication No. 2166 as amended or supplemented from time to time and (ii) Gas Processors Association Analysis for Natural Gas and Similar Gaseous Mixtures by Gas Chromatography, Publication No. 2161 as amended or supplemented from time to time, or (iii) any other tests that are mutually agreed by Producer and Gatherer.

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(c)The temperature of Gas shall be determined by means of a recording thermometer recording the temperature of such Gas flowing through each measurement meter. The average temperature to the nearest one one-hundredth degree (0.01º) Fahrenheit, obtained while Gas is being delivered, will be the applicable flowing Gas temperature for the period under consideration.

(d)The deviation of the Gas from Ideal Gas Laws shall be determined in accordance with the A.G.A. Par Research Project NX-19 Report “Manual for the Determination of Supercompressibilty Factors for Natural Gas”, Reprinted 1976, if the composition of the Gas is such to render this procedure applicable. Orifice measurement will utilize the A.G.A. Report No. 8 gross characterization method II compressibility calculation.

(e)Physical constants required for making calculations hereunder shall be taken from the Gas Processors Association Table of Physical Properties for Hydrocarbons and Other Compounds of Interest to the Natural Gas Industry, Publication No. 2145 as amended or supplemented from time to time. Physical constants for the hexanes and heavier hydrocarbons portion of hydrocarbon mixtures shall be assumed to be the same as the physical constants for hexane.

Section 11.4Notice of Measurement Facilities Inspection and Calibration. Each of Producer and Gatherer shall give reasonable notice to the other in order that the other may, at its option, have representatives present to observe any reading, inspecting, testing, calibrating or adjusting of Measurement Facilities used in measuring or checking the measurement of receipts or deliveries of Gas under this Agreement. The official electronic data from such Measurement Facilities shall remain the property of the Measurement Facilities’ owner, but copies of such records shall, upon written request, be submitted, together with calculations and flow computer configurations therefrom, to the requesting Party for inspection and verification.

Section 11.5Measurement Accuracy Verification.

(a)Gatherer shall calibrate meters as often as required, as determined by Gatherer in accordance with standard industry practices to reasonably assure accurate measurement, but at least twice per year. Calibrations of meters will be made in the presence of representatives of Producer, if Producer chooses to be represented. Orifice plate and tube inspection will be made at each meter calibration unless a facility shut-down is required, in which case the approval of both Parties shall be required.

(b)If, during any test of the Measuring Facilities, an adjustment or calibration error is found which results in an incremental adjustment to the calculated flow rate through each meter run in excess of [***] of the adjusted flow rate (whether positive or negative and using the adjusted flow rate as the percent error equation denominator), then any previous recordings of such equipment shall be corrected to zero error for any period during which the error existed (and which is either known definitely or agreed to by Producer and Gatherer) and the total flow for the period redetermined in accordance with the provisions of Section 11.7. If the period of error condition cannot be determined or agreed upon between Producer and Gatherer, such correction shall be made over a period extending over the last one half of the time elapsed since the date of the prior test revealing the [***] error.

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(c)If, during any test of any Measurement Facilities, an adjustment or calibration error is found which results in an incremental adjustment to the calculated hourly flow rate which does not exceed [***] of the adjusted flow rate, all prior recordings and electronic flow computer data shall be considered to be accurate for quantity determination purpose.

Section 11.6Special Tests. If Producer or Gatherer desires a special test (a test not scheduled by a Party under the provisions of Section 11.5) of any Measurement Facilities, [***] advance notice shall be given to the other and both Producer and Gatherer shall cooperate to secure a prompt test of the accuracy of such equipment. If the Measurement Facilities tested are found to be within the range of accuracy set forth in Section 11.5(b), then the Party that requested the test shall pay the costs of such special test including any labor and transportation costs pertaining thereto. If the Measurement Facilities tested are found to be outside the range of accuracy set forth in Section 11.5(b), then the Party that owns such Measurement Facilities shall pay such costs and perform the corrections according to Section 11.7.

Section 11.7Metered Flow Rates in Error. If, for any reason, any Measurement Facilities are (a) out of adjustment, (b) out of service, or (c) out of repair and the total calculated flow rate through each meter run is found to be in error by an amount of the magnitude described in Section 11.5, the total quantity of Gas delivered shall be determined in accordance with the first of the following methods which is feasible:

(d)By using the registration of any mutually agreeable check metering facility, if installed and accurately registering (subject to testing as provided for in Section 11.5);

(e)Where multiple meter runs exist in series, by calculation using the registration of such meter run equipment; provided that they are measuring Gas from upstream and downstream headers in common with the faulty metering equipment, are not controlled by separate regulators, and are accurately registering;

(f)By correcting the error by re-reading of the official charts, or by straightforward application of a correcting factor to the quantities recorded for the period (if the net percentage of error is ascertainable by calibration, tests or mathematical calculation); or

(g)By estimating the quantity, based upon deliveries made during periods of similar conditions when the meter was registering accurately.

Section 11.8Record Retention. The Party owning the Measurement Facilities shall retain and preserve all test data, charts, and similar records for any calendar year for a period of at least [***] Months following the end of such calendar year unless applicable law or regulation requires a longer time period or the Party has received written notification of a dispute involving such records, in which case records shall be retained until the related issue is resolved.

Section 11.9Access.

(a)Gatherer shall contract with a provider of monitoring services reasonably satisfactory to Producer (the “Monitoring Services Provider”) for remote monitoring of Gas Measurement Facilities, including monitoring of measurement data on an hourly (or more frequent)

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basis for flow rate, meter pressures, meter temperature, orifice diameter, Gross Heating Value, and composition for importation into production software reasonably satisfactory to Producer.

(b)Gatherer shall provide Producer [***] Days’ notice of any termination by Gatherer of its contract with any Monitoring Services Provider.

ARTICLE 12NOTICES

Section 12.1Notices. Unless otherwise provided herein, any notice, request, invoice, statement, or demand which any Party desires to serve upon any other regarding this Agreement shall be made in writing and shall be considered as delivered (a) when hand delivered, or (b) when delivery is confirmed by pre-paid delivery service (such as FedEx, UPS, DHL or a similar delivery service), or (c) if mailed by United States certified mail, postage prepaid, [***] Business Days after mailing, or (d) if sent by facsimile transmission, when receipt is confirmed by the equipment of the transmitting Party, or (e) when sent via email; provided, if sent by email after normal business hours or if receipt of a facsimile transmission is confirmed after normal business hours, receipt shall be deemed to be the next Business Day. Notwithstanding the foregoing, if a Party desires to serve upon another a notice of default under this Agreement, or if Producer desires to serve upon Gatherer and Producer a Connection Notice, the delivery of such notice shall be considered effective under this Section 12.1 only if delivered by any method set forth in items (a) through (d) above. Any notice shall be given to the other Party or Parties at the following address, or to such other address as any Party shall designate by written notice to the others:

Producer: RICE DRILLING D LLC2200 Rice DriveCanonsburg, PA 15317Attn: [***]Phone: [***]Email: [***]

With copy to: For gas control, nominations & balancing:
Attn: [***]Phone: [***]Email: [***]For accounting, financial, and legal:Attn: [***]Phone: [***]Email: [***]

Gatherer: RICE OLYMPUS MIDSTREAM LLC2200 Rice DriveCanonsburg, PA 15317Attn: [***]Phone: [***]

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Email: [***]For gas control, nominations & balancing:Attn: [***]Phone: [***]Email: [***]For accounting, financial, and legal:Attn: [***]Phone: [***]Email: [***]

ARTICLE 13PAYMENTS

Section 13.1Invoices. Not later than the [***] Day following the end of each Month, Gatherer shall provide Producer with a detailed statement setting forth the quantity of Gas, in Dth, received by Gatherer at the Receipt Points in such Month, the quantity, in Dth, of Delivery Point Gas allocated to Producer, the quantity of Gas, in Dth, and the cost of electricity used as Fuel allocated to Producer in such Month, the quantity, in Dth, of Lost and Unaccounted For Gas for such Month, and the Fees with respect to such Month, together with measurement summaries and the amount of any Imbalances and all relevant supporting documentation, to the extent available on such [***] Day (with Gatherer being obligated to deliver any such supporting documentation that is not available on such [***] Day as soon as it becomes available). Producer shall make payment to Gatherer by the last Business Day of the Month in which such invoice is received. Such payment shall be made by wire transfer pursuant to wire transfer instructions delivered by Gatherer to Producer in writing from time to time. If any overcharge or undercharge in any form whatsoever shall at any time be found and the invoice therefor has been paid, Gatherer shall refund any amount of overcharge, and Producer shall pay any amount of undercharge, within [***] Days after final determination thereof, provided, however, that no retroactive adjustment will be made beyond a period of [***] Months from the date of a statement hereunder.

Section 13.2Right to Suspend on Failure to Pay. If any [***] amount due hereunder remains unpaid for [***] Days after the due date, Gatherer shall have the right to suspend or discontinue Services hereunder until any such past due amount is paid.

Section 13.3Audit Rights. Either Producer or Gatherer, on not less than [***] Days prior written notice to the other, shall have the right, at its expense, at reasonable times during normal business hours, but in no event more than twice in any period of [***] Months, to audit the books and records of the other to the extent necessary to verify the accuracy of any statement, allocation, measurement, computation, charge, payment made under, or obligation or right pursuant to this Agreement. The scope of any audit shall be limited to transactions affecting Producer Gas received into the Gathering System and Delivery Point Gas hereunder and shall be limited to the [***] Month period immediately prior to the Month in which the notice requesting an audit was given. All statements, allocations, measurements, computations, charges, or payments made in any period prior to the [***] Month period

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immediately prior to the Month in which the audit is requested shall be conclusively deemed true and correct and shall be final for all purposes.

Section 13.4Payment Disputes. In the event of any dispute with respect to any payment hereunder, Producer shall make timely payment of all [***] amounts, and Gatherer and Producer will use good faith efforts to resolve the [***] amounts within [***] Days following the original due date. Any amounts subsequently resolved shall be due and payable within [***] Days of such resolution.

Section 13.5Interest on Late Payments. In the event that Producer shall fail to make timely payment of any sums, [***], when due under this Agreement, interest will accrue at an annual rate equal to [***] from the date payment is due until the date payment is made.

Section 13.6Excused Performance. Gatherer will not be required to perform or continue to perform services hereunder, and Producer shall not be obligated to deliver Producer Gas to the Gathering System in the event:

(a)the other Party has voluntarily filed for bankruptcy protection under any chapter of the United States Bankruptcy Code;

(b)the other Party is the subject of an involuntary petition of bankruptcy under any chapter of the United States Bankruptcy Code, and such involuntary petition has not been settled or otherwise dismissed within [***] Days of such filing; or

(c)the other Party otherwise becomes insolvent, whether by an inability to meet its debts as they come due in the ordinary course of business or because its liabilities exceed its assets on a balance sheet test; and/or however such insolvency may otherwise be evidenced.

ARTICLE 14FORCE MAJEURE

Section 14.1Suspension of Obligations. In the event a Party is rendered unable, wholly or in part, by Force Majeure to carry out its obligations under this Agreement, other than the obligation to make payments then or thereafter due hereunder, and such Party promptly gives notice and reasonably full particulars of such Force Majeure in writing to the other Parties promptly after the occurrence of the cause relied on, then the obligations of the Party giving such notice, so far as and to the extent that they are affected by such Force Majeure, shall be suspended during the continuance of any inability so caused, but for no longer period, and such cause shall so far as reasonably possible be remedied with all reasonable dispatch by the Party claiming Force Majeure.

Section 14.2Definition of Force Majeure. The term “Force Majeure” as used in this Agreement shall mean any cause or causes not reasonably within the control of the Party claiming relief and which, by the exercise of reasonable diligence, such Party is unable to prevent or overcome, including acts of God, strikes, lockouts or other industrial disturbances, acts of the public enemy, acts of terror, sabotage, wars, blockades, military action, insurrections, riots, epidemics, landslides, subsidence, lightning, earthquakes, fires, storms or storm warnings, crevasses, floods, washouts, civil disturbances, explosions, breakage or accident to wells, machinery, equipment or lines of pipe, the necessity for testing or making

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repairs or alterations to wells, machinery, equipment or lines of pipe, freezing of wells, equipment or lines of pipe, inability of any Party hereto to obtain, after the exercise of reasonable diligence, necessary materials, supplies, rights of way, or government authorizations, any action or restraint by any Governmental Authority (so long as the Party claiming relief has not applied for or assisted in the application for, and has opposed where and to the extent reasonable, such action or restraint, and as long as such action or restraint is not the result of a failure by the claiming Party to comply with applicable laws, rules, regulations, or orders).

Section 14.3Settlement of Strikes and Lockouts. It is understood and agreed that the settlement of strikes or lockouts shall be entirely within the discretion of the Party affected thereby, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes or lockouts by acceding to the demands of the opposing party when such course is inadvisable in the sole discretion of the Party affected thereby.

Section 14.4Payments for Gas Delivered. Notwithstanding the foregoing, it is specifically understood and agreed by the Parties that an event of Force Majeure will in no way affect or terminate Producer’s obligation to make payment for quantities of Gas delivered prior to such event of Force Majeure.

ARTICLE 15INDEMNIFICATION

Section 15.1Gatherer. Subject to the terms of this Agreement, including Section 18.8, Gatherer shall release, indemnify, defend, and hold harmless Producer and its Affiliates, directors, officers, employees, agents, consultants, representatives, and invitees from and against all claims and losses arising out of or relating to (a) the operations of Gatherer and (b) any breach of this agreement by Gatherer.

Section 15.2Producer. Subject to the terms of this Agreement, including Section 18.8, Producer shall release, indemnify, defend, and hold harmless Gatherer and its Affiliates, directors, officers, employees, agents, consultants, representatives, and invitees from and against all claims and losses arising out of or relating to (a) the operations of Producer and (b) any breach of this agreement by Producer.

ARTICLE 16CUSTODY AND TITLE

Section 16.1Custody. As among the Parties, (a) Producer shall be in custody, control and possession of all Producer Gas hereunder until such Gas is delivered to the Receipt Points, and (b) Producer shall be in custody, control and possession of Producer Gas after it is delivered to Producer at the Delivery Points, including any portion of any Delivery Point Gas which accumulates as liquids. As among the Parties, Gatherer shall be in custody, control and possession of all Gas in the Gathering System at all other times, including any portion thereof which accumulates as liquids. The Party having custody and control of Gas under the terms of this Agreement shall be responsible for, and shall defend, indemnify, release and hold the other Parties and their respective Affiliates, directors, officers, employees, agents, consultants, representatives, and invitees harmless from and against, all claims and losses of whatever kind and nature for anything that may happen or arise with

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respect to such Gas when such Gas is in its custody and control, including losses resulting from any negligent acts or omissions of any indemnified party, but excluding any losses to the extent caused by or arising out of the negligence, gross negligence, or willful misconduct of the indemnified party.

Section 16.2Producer Warranty. Producer represents and warrants that it owns, or has the right to deliver to the Gathering System, all Gas delivered under this Agreement. If the title to Gas delivered by Producer hereunder is disputed or is involved in any legal action, Gatherer shall have the right to cease receiving such Gas, to the extent of the interest disputed or involved in legal action, during the pendency of the action or until title is freed from the dispute, or until Producer furnishes, or causes to be furnished, indemnification to save Gatherer harmless from all claims arising out of the dispute or action, with surety acceptable to Gatherer. Producer hereby indemnifies Gatherer against and holds Gatherer harmless from any and all claims and losses arising out of or related to any liens, encumbrances, or adverse claims on any Producer Gas delivered to the Receipt Points.

Section 16.3Title. Title to all Gas delivered under this Agreement, including all constituents thereof, shall remain with and in Producer or its customers at all times; provided, however, title to Gas used as Fuel and Lost and Unaccounted For Gas shall pass from Producer or its customer to Gatherer immediately downstream of the Receipt Point. Title to Pipeline Drip that is recovered from Producer Gas in the Gathering System shall pass to Gatherer. Title to water (a) that is removed from Producer Gas in Gatherer’s dehydration facilities shall pass to Gatherer immediately downstream of the point of recovery, and (b) that condenses from Producer Gas in the Gathering System shall pass to Gatherer immediately downstream of the Receipt Point.

ARTICLE 17TAXES; ROYALTIES

Section 17.1Taxes. Producer shall pay or cause to be paid and agrees to hold Gatherer harmless as to the payment of all excise, gross production, severance, sales, occupation and all other Taxes, charges or impositions of every kind and character required by statute or by order of Governmental Authorities and levied against or with respect to Gas of Producer or any Rice Subsidiary, Delivery Point Gas or the Services provided under this Agreement. Gatherer shall not become liable for such Taxes, unless designated to remit those Taxes on behalf of Producer by any duly constituted jurisdictional agency having authority to impose such obligations on Gatherer, in which event the amount of such Taxes remitted on Producer’s behalf shall be (a) reimbursed by Producer upon receipt of invoice, with corresponding documentation from Gatherer setting forth such payments, or (b) deducted from amounts otherwise due Producer under this Agreement. Gatherer shall pay or cause to be paid all Taxes, charges and assessments of every kind and character required by statute or by order of Governmental Authorities with respect to the Gathering System. No Party shall be responsible nor liable for any Taxes or other statutory charges levied or assessed against the facilities of any other Party, including ad valorem tax (however assessed), used for the purpose of carrying out the provisions of this Agreement or against the net worth or capital stock of such Party.

Section 17.2Royalties. As among the Parties, Producer shall have the sole and exclusive obligation and liability for the payment of all Persons due any proceeds derived from Producer Gas or Delivery Point Gas (including all constituents and products thereof)

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delivered under this Agreement, including royalties, overriding royalties, and similar interests, in accordance with the provisions of the leases or agreements creating those rights to proceeds. In no event will Gatherer have any obligation to those Persons due any of those proceeds of production attributable to any such Gas (including all constituents and products thereof) delivered under this Agreement. Although Producer shall retain title to Gas as provided in this Section 17.2, Gatherer shall have the right to commingle Gas delivered by Producer with Third Party Gas.

ARTICLE 18MISCELLANEOUS

Section 18.1Rights. The failure of any Party to exercise any right granted hereunder shall not impair nor be deemed a waiver of that Party’s privilege of exercising that right at any subsequent time or times.

Section 18.2Applicable Laws. This Agreement is subject to all valid present and future laws, regulations, rules and orders of Governmental Authorities now or hereafter having jurisdiction over the Parties, this Agreement, or the services performed or the facilities utilized under this Agreement. The Parties hereby agree that, if (i) Gatherer’s facilities, or any part thereof, or the rates or terms and conditions of the Services become subject to regulation by the Federal Energy Regulatory Commission, or any successor agency thereto (“FERC”), or any other Governmental Authority, (ii) Gatherer becomes obligated by FERC or any other Governmental Authority to provide Services or any portion thereof on an open access, nondiscriminatory basis as a result of Gatherer’s execution, performance or continued performance of this Agreement or (iii) FERC or any other Governmental Authority seeks to modify any rates under, or terms or conditions of, this Agreement, then:

(a)to the maximum extent permitted by law, it is the intent of the Parties that the rates and terms and conditions established by the FERC or such Governmental Authority having jurisdiction shall not alter the rates or terms and conditions set forth in this Agreement, and the Parties agree to vigorously defend and support in good faith the enforceability of the rates and terms and conditions of this Agreement;

(b)in the event that FERC or such Governmental Authority having jurisdiction modifies the rates or terms and conditions set forth in this Agreement, the Parties hereby agree to negotiate in good faith to enter into such amendments to this Agreement and/or a separate arrangement in order to give effect, to the greatest extent possible, to the rates and other terms and conditions set forth herein; and

(c)in the event that the Parties are not successful in accomplishing the objectives set forth in (a) or (b) above such that the Parties are in substantially the same economic position as they were prior to any such regulation, then either Party may terminate this Agreement upon the delivery of written notice of termination to the other Party.

Section 18.3Governing Law; Jurisdiction.

(a)This Agreement shall be governed by, construed, and enforced in accordance with the laws of the Commonwealth of Pennsylvania without regard to choice of law principles.

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(b)The Parties agree that the appropriate, exclusive and convenient forum for any disputes among any of the Parties arising out of this Agreement or the transactions contemplated hereby shall be in any state or federal court in the City and County of Washington, Pennsylvania, and each of the Parties irrevocably submits to the jurisdiction of such courts solely in respect of any proceeding arising out of or related to this Agreement. The Parties further agree that the Parties shall not bring suit with respect to any disputes arising out of this Agreement or the transactions contemplated hereby in any court or jurisdiction other than the above specified courts.

Section 18.4Successors and Assigns.

(a)This Agreement shall extend to and inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. Except as set forth in Section 18.4(b) and Section 18.4(c), no Party shall have the right to assign its respective rights and obligations in whole or in part under this Agreement without the prior written consent of the other Parties, and any assignment or attempted assignment made otherwise than in accordance with this Section 18.4 shall be null and void ab initio.

(b)Notwithstanding the foregoing clause (a), Gatherer may perform all services under this Agreement itself using its own gathering, compression, and other facilities and/or perform any or all such services through third parties, in which case references herein to the Gathering System shall be deemed to be references to such facilities of the relevant third party and references to Gatherer performing such services shall be deemed to be references to Gatherer or its designee performing such services.

(c)Notwithstanding the foregoing clause (a):

(i)Gatherer shall have the right to assign its rights under this Agreement, in whole or in part, as applicable, without the consent of Producer if such assignment is made to any Person to which the Gathering System or any part thereof has been or will be transferred that assumes in writing all of Gatherer’s obligations hereunder (if applicable, to the extent that part of the Gathering System being transferred to such Person) and is (A) an Affiliate of Gatherer or (B) a Person to which the Gathering System has been or will be transferred who (1) hires (or retains, as applicable) operating personnel who are then operating the Gathering System (or has similarly experienced operating personnel itself), (2) has operated for at least [***] years prior to such assignment systems similar to the Gathering System, or (3) contracts for the operation of the Gathering System with another Person that satisfies either of the foregoing conditions (1) or (2) in this clause (B), provided in the case of an assignment pursuant to this clause (B), the assignee has creditworthiness as reasonably determined by Producer that is [***].

(ii)Gatherer shall have the right to grant a security interest in this Agreement to a lender or other debt provider (or trustee or agent on behalf of such lender) of Gatherer.

(iii)Producer shall have the right to assign its rights under this Agreement, in whole or in part, as applicable, without the consent of Gatherer, to any Person to which it sells, assigns, or otherwise transfers all or any portion of the Dedicated Properties and who (A) who assumes in writing all of Producer’s obligations hereunder (if applicable, to the extent of the Dedicated Properties being transferred to such Person) and (B) whose credit rating is [***].

(d)Upon an assignment by Gatherer in accordance with Section 18.4(c)(i)(B)Gatherer shall be released from its obligations under this Agreement to the extent of such assignment.

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Upon an assignment by Producer in accordance with Section 18.4(c)(ii), Producer shall be released from its obligations under this Agreement to the extent of such assignment.

Section 18.5Severability. If any provision of this Agreement is determined to be void or unenforceable, in whole or in part, then (a) such provision shall be deemed inoperative to the extent it is deemed void or unenforceable, (b) the Parties agree to enter into such amendments to this Agreement in order to give effect, to the greatest extent legally possible, to the provision that is determined to be void or unenforceable and (c) the other provisions of this Agreement in all other respects shall remain in full force and effect and binding and enforceable to the maximum extent permitted by law; provided, however, that in the event that a material term under this Agreement is so modified, the Parties will, timely and in good faith, negotiate to revise and amend this Agreement in a manner which preserves, as closely as possible, each Party’s business and economic objectives as expressed by the Agreement prior to such modification.

Section 18.6Confidentiality.

(a)Confidentiality. Except as otherwise provided in this Section 18.6, each Party agrees that it shall maintain all terms and conditions of this Agreement, and all information disclosed to it by another Party or obtained by it in the performance of this Agreement and relating to another Party’s business (including Development Plans, Gathering System Plans, and all data relating to the production of Producer, including well data, production volumes, volumes gathered, transported, or compressed, and gas quality) (collectively, “Confidential Information”) in strictest confidence, and that it shall not cause or permit disclosure of this Agreement or its existence or any provisions contained herein without the express written consent of the disclosing Party.

(b)Permitted Disclosures. Notwithstanding Section 18.6(a) disclosures of any Confidential Information may be made by any Party (i) to the extent necessary for such Party to enforce its rights hereunder against another Party; (ii) to the extent to which a Party is required to disclose all or part of this Agreement by a statute or by the order or rule of a Governmental Authority exercising jurisdiction over the subject matter hereof, by order, by regulations, or by other compulsory process (including deposition, subpoena, interrogatory, or request for production of documents); (iii) to the extent required by the applicable regulations of a securities or commodities exchange; (iv) to a third person in connection with a proposed sale or other transfer of a Party’s interest in this Agreement, provided such third person agrees in writing to be bound by the terms of this Section 18.6; (v) to its own directors, officers, employees, agents and representatives; (vi) to an Affiliate; (vii) to financial advisors, attorneys, and banks, provided that such Persons are subject to a confidentiality undertaking consistent with this Section 18.6(b), or (viii) except for information disclosed pursuant to Article 3 of this Agreement, to a royalty, overriding royalty, net profits or similar owner burdening Producer Gas, provided such royalty, overriding royalty, net profits or similar owner agrees in writing to be bound by the terms of this Section 18.6.

(c)Notification. If a Party is or becomes aware of a fact, obligation, or circumstance that has resulted or may result in a disclosure of any of the terms and conditions of this Agreement authorized by Section 18.6(b)(ii) or (iii), it shall so notify in writing the disclosing Party promptly and shall provide documentation or an explanation of such disclosure as soon as it is available.

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(d)Party Responsibility. Each Party shall be deemed solely responsible and liable for the actions of its directors, officers, employees, agents, representatives and Affiliates for maintaining the confidentiality commitments of this Section 18.6.

(e)Public Announcements. The Parties agree that prior to making any public announcement or statement with respect to this Agreement or the transaction represented herein permitted under this Section 18.6, the Party desiring to make such public announcement or statement shall provide the other Parties with a copy of the proposed announcement or statement prior to the intended release date of such announcement. The other Parties shall thereafter consult with the Party desiring to make the release, and the Parties shall exercise their reasonable best efforts to (i) agree upon the text of a joint public announcement or statement to be made by all Parties or (ii) in the case of a statement to be made solely by one Party, obtain approval of the other Parties to the text of a public announcement or statement. Nothing contained in this Section 18.6shall be construed to require any Party to obtain approval of any other Party to disclose information with respect to this Agreement or the transaction represented herein to any Governmental Authority to the extent required by applicable law or necessary to comply with disclosure requirements of the Securities and Exchange Commission, New York Stock Exchange, or any other regulated stock exchange.

(f)Survival. The provisions of this Section 18.6 shall survive any expiration or termination of this Agreement; provided that other than with respect to information disclosed pursuant to Article 3, as to which such provisions shall survive indefinitely, such provisions shall survive only a period of one (1) year.

Section 18.7Entire Agreement, Amendments and Waiver. This Agreement, including all exhibits hereto, integrates the entire understanding among the Parties with respect to the subject matter covered and supersedes all prior understandings, drafts, discussions, or statements, whether oral or in writing, expressed or implied, dealing with the same subject matter. This Agreement may not be amended or modified in any manner except by a written document signed by the Parties that expressly amends this Agreement. No waiver by a Party of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless expressly provided. No waiver shall be effective unless made in writing and signed by the Party to be charged with such waiver.

Section 18.8Limitation of Liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES SUFFERED BY SUCH PARTY RESULTING FROM OR ARISING OUT OF THIS AGREEMENT OR THE BREACH THEREOF OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, WARRANTY, INDEMNITY OR OTHERWISE, INCLUDING LOSS OF USE, INCREASED COST OF OPERATIONS, LOSS OF PROFIT OR REVENUE, OR BUSINESS INTERRUPTIONS; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATION SHALL NOT APPLY TO ANY DAMAGE CLAIM ASSERTED BY OR AWARDED TO A THIRD PARTY FOR WHICH A PARTY WOULD OTHERWISE BE LIABLE UNDER ANY INDEMNIFICATION PROVISION SET FORTH HEREIN.

34

Section 18.9Headings. The headings and captions in this Agreement have been inserted for convenience of reference only and shall not define or limit any of the terms and provisions hereof.

Section 18.10Rights and Remedies. Except as otherwise provided in this Agreement, each Party reserves to itself all rights, counterclaims, other remedies and defenses that such Party is or may be entitled to arising from or out of this Agreement or as otherwise provided by law.

Section 18.11No Partnership. Nothing contained in this Agreement shall be construed to create an association, trust, partnership, or joint venture or impose a trust, fiduciary or partnership duty, obligation or liability on or with regard to any Party.

Section 18.12Rules of Construction. In construing this Agreement, the following principles shall be followed:

(a)no consideration shall be given to the fact or presumption that one Party had a greater or lesser hand in drafting this Agreement;

(b)examples shall not be construed to limit, expressly or by implication, the matter they illustrate;

(c)the word “includes” and its syntactical variants mean “includes, but is not limited to,” “includes without limitation” and corresponding syntactical variant expressions;

(d)the plural shall be deemed to include the singular and vice versa, as applicable; and

(e)references to Section shall be references to Sections of this Agreement.

Section 18.13No Third Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and shall not inure to the benefit of any other Person whomsoever or whatsoever, it being the intention of the Parties that no third Person shall be deemed a third party beneficiary of this Agreement.

Section 18.14Further Assurances. Each Party shall take such acts and execute and deliver such documents as may be reasonably required to effectuate the purposes of this Agreement.

Section 18.15Counterpart Execution. This Agreement may be executed in any number of counterparts, each of which shall be considered an original, and all of which shall be considered one and the same instrument.

Section 18.16Memorandum of Agreement. Contemporaneously with the execution of this Agreement, the Parties shall execute, acknowledge, deliver and record a “short form” memorandum of this Agreement in the form of Exhibit E attached hereto (as modified, including by the addition of any required property descriptions, required by local law and practice to put such Memorandum of record and put third parties on notice of this Agreement), which shall be placed of record in each state and county in which the currently-existing Dedicated Properties are located. Further such memoranda shall be executed and delivered

35

by Producer as Gatherer from time to time requests to evidence the dedication of additional areas or Interests under this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first set forth above.

RICE DRILLING D LLC

By: /s/ Daniel J. Rice IV    Daniel J. Rice IVChief Executive Officer

RICE OLYMPUS MIDSTREAM LLC

By: Rob WingoSenior Vice President, Midstream &Marketing

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first set forth above.

RICE DRILLING D LLC

By: Daniel J. Rice IVChief Executive Officer

RICE OLYMPUS MIDSTREAM LLC

By: /s/ Rob WingoRob Wingo
Senior Vice President, Midstream &
Marketing

EXHIBIT A

DELIVERY POINTS

Producer Minimum Daily Quantity, Delivery Point Capacity and Anticipated In-Service Date

Delivery Point ID	Total Initial Capacity (Dth/Day)	Anticipated In Service Date	Maximum Daily Quantity (Dth/Day)	Minimum Daily Quantity (Dth/Day)
Dominion East Ohio –	[***]	[***]	[***]	[***]
TETCO	[***]	[***]	[***]	[***]
Rockies Express	[***]	[***]	[***]	[***]
ET Rover	[***]	[***]	[***]	[***]
Leach Express	[***]	[***]	[***]	[***]

Each Delivery Point is subject to change.

EXHIBIT B

GATHERING SYSTEM

[***]

EXHIBIT C

CONFLICTING DEDICATIONS

[***]

EXHIBIT D

FORM OF CONNECTION NOTICE

Rice Olympus Midstream LLC

2200 Rice Drive

Canonsburg, PA 15317

Re: Amended and Restated Gas Gathering and Compression Agreement dated March, 31,2017, among Rice Drilling D LLC and Rice Olympus Midstream LLC (the “Gathering Agreement”)

Ladies and Gentlemen:

This is a Connection Notice for purposes of the Gathering Agreement. Capitalized terms used but not defined in this Connection Notice have the meanings given such terms in the Gathering Agreement.

Gatherer is hereby notified that Producer is planning to drill and complete the following Planned Well at the stated Well Pad by the Target Completion Date, in each case as set forth below:

Planned Well Well Pad Target Completion Date

Very truly yours,

RICE DRILLING D LLC

By:    Name     
Title:    

EXHIBIT E

MEMORANDUM OF AGREEMENT

THIS MEMORANDUM OF GAS GATHERING AGREEMENT (this “Memorandum”)is entered into effective [__________] (the “Effective Date”), by and between RICE DRILLING D LLC (“Producer”), with an address of 2200 Rice Drive, Canonsburg, PA 15317, and RICE OLYMPS MIDSTREAM LLC, with an address of 2200 Rice Drive, Canonsburg, PA 15317 (“Gatherer”).

WHEREAS, Producer and Gatherer entered into that certain Gas Gathering and Compression Agreement effective December 22, 2014 (the “Agreement”), pursuant to which Gatherer will provide certain gathering and other services as therein set forth;

WHEREAS, any capitalized term used, but not defined, in this Memorandum shall have the meaning ascribed to such term in the Agreement; and

WHEREAS, the Parties desire to file this Memorandum of record in the real property records of Belmont County, Ohio (the “Dedication Area”), to give notice of the existence of the Agreement and certain provisions contained therein;

NOW THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.Notice. Notice is hereby given of the existence of the Agreement and all of its terms, covenants and conditions to the same extent as if the Agreement was fully set forth herein. Certain provisions of the Agreement are summarized in Sections 2 through 3 below.

2.Dedication. Subject to the exceptions, exclusions, and reservations set forth in the Agreement and the other terms and conditions of the Agreement, (a) Producer has exclusively dedicated and committed to deliver to Gatherer, as and when produced, all Gas produced on or after the date of the Agreement that is attributable to the Interests now owned or hereafter acquired by Producer and located wholly within Belmont County, Ohio (the “Dedication Area”), or pooled, unitized or communitized with Interests located wholly within the Dedication Area (the “Dedicated Properties”), together with all Gas attributable to third parties that is produced from a Well located on the Dedicated Properties, which Gas Producer has the right to control and deliver for gathering (“Dedicated Gas”), for gathering through the Gathering System under the Agreement, and (b) Producer agrees not to deliver any Dedicated Gas to any other gathering system (the foregoing dedication and commitment being herein referred to as the “Dedication”).

3.Covenant Running with the Land. So long as the Agreement is in effect, Dedication shall be a covenant running with the land and, subject to the exceptions and reservations set forth in the Agreement, Producer shall not sell, assign, convey, or otherwise transfer, including pursuant to an exchange or farm-out, any or all of its interest in any Dedicated Property unless (a) Producer obtains and delivers to Gatherer a written acknowledgment by the Person to which such sale, assignment, conveyance, or other transfer is made in favor of Gatherer acknowledging that suchDedicated Property shall remain subject to the Agreement in all respects and (b) each instrument of conveyance expressly so states.

4.No Amendment to Agreement. This Memorandum is executed and recorded solely for the purpose of giving notice and shall not amend nor modify the Agreement in any way.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF, this Memorandum has been signed by or on behalf of each of the Parties as of the Day first above written.

RICE DRILLING D LLC

By:    

Name:     

Title:    

RICE OLYMPUS MIDSTREAM LLC

By:    

Name:    

Title:    

ACKNOWLEDGEMENTS

STATE OF PENNSYLVANIA    §

§

COUNTY OF WASHINGTON    §

The foregoing instrument was acknowledged before me on the    Day of    , 20__, by[    ], [    ] of Rice Drilling D LLC, a Delaware limited liability company,
on behalf of said entity.

Notary Public in and for

Printed or Typed Name of Notary

STATE OF PENNSYLVANIA    §

§

COUNTY OF WASHINGTON    §

The foregoing instrument was acknowledged before me on the    day of    , 20__, by[    ], [    ] of Rice Olympus Midstream LLC, a Delaware limited liability company,on behalf of said limited liability company.

Notary Public in and for

Printed or Typed Name of Notary

36

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Jeremiah J. Ashcroft III, 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 26, 2018

/s/ Jeremiah J. Ashcroft III

Jeremiah J. Ashcroft III

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 26, 2018

/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, 2018, 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/ Jeremiah J. Ashcroft III	July 26, 2018
Jeremiah J. Ashcroft III President and Chief Executive Officer, EQT Midstream Services, LLC, EQM’s General Partner
/s/ Robert J. McNally	July 26, 2018
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, 2018 shares
Entity Information [Line Items]
Entity Registrant Name	EQT Midstream Partners, LP
Entity Central Index Key	0001540947
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
Amendment Flag	false
Current Fiscal Year End	--12-31
Entity Filer Category	Large Accelerated Filer
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q2
Common Units
Entity Information [Line Items]
Entity Common Units, Unit Outstanding	86,480,648
General Partner Units
Entity Information [Line Items]
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, 2018	Jun. 30, 2017	Jun. 30, 2018		Jun. 30, 2017
Income Statement [Abstract]
Operating revenues	[1],[2]	$ 269,761	$ 196,815	$ 556,323		$ 396,887
Operating expenses:
Operating and maintenance	[1],[3]	24,587	18,315	44,047		35,132
Selling, general and administrative	[1],[3]	24,438	15,812	43,436		33,212
Depreciation	[1]	28,076	21,400	55,461	[4]	41,947	[4]
Amortization of intangible assets	[1]	10,387	0	20,773	[4]	0	[4]
Total operating expenses	[1]	87,488	55,527	163,717		110,291
Operating income	[1]	182,273	141,288	392,606		286,596
Equity income	[1],[5]	10,938	5,111	19,749	[4]	9,388	[4]
Other income	[1]	944	1,402	1,842		2,939
Net interest expense	[1],[6]	20,683	8,662	31,399		16,588
Net income	[1]	173,472	139,139	382,798	[4],[7]	282,335	[4],[7]
Net income attributable to noncontrolling interests	[1]	853	0	3,346		0
Net income attributable to EQM	[1]	172,619	139,139	379,452		282,335
Calculation of limited partner interest in net income:
Net income attributable to EQM	[1]	172,619	139,139	379,452		282,335
Less pre-acquisition net income allocated to parent	[1]	(11,407)	0	(41,022)		0
Less general partner interest in net income – general partner units	[1]	(1,700)	(2,448)	(4,791)		(4,967)
Less general partner interest in net income – IDRs	[1]	(68,121)	(34,150)	(112,285)		(64,836)
Limited partner interest in net income	[1]	$ 91,391	$ 102,541	$ 221,354		$ 212,532
Net income per limited partner unit – basic and diluted (in dollars per share)	[1]	$ 1.09	$ 1.27	$ 2.69		$ 2.64
Weighted average limited partner units outstanding – basic and diluted (in shares)	[1]	83,553	80,603	82,290		80,602
Cash distributions declared per unit (in dollars per share)	[8]	$ 1.09	$ 0.935	$ 2.155	[1]	$ 1.825	[1]

[1] As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of Rice Olympus Midstream LLC (ROM), Strike Force Midstream Holdings LLC (Strike Force) and Rice West Virginia Midstream LLC (Rice WV), which were acquired by EQM effective on May 1, 2018 (the May 2018 Acquisition), because this transaction was between entities under common control.

[2] Operating revenues included affiliate revenues from EQT Corporation and subsidiaries (collectively, EQT) of $180.4 million and $148.2 million for the three months ended June 30, 2018 and 2017, respectively, and $361.6 million and $291.6 million for six months ended June 30, 2018 and 2017, respectively. See Note F.

[3] Operating and maintenance expense included charges from EQT of $11.3 million and $9.3 million for the three months ended June 30, 2018 and 2017, respectively, and $21.8 million and $19.2 million for the six months ended June 30, 2018 and 2017, respectively. Selling, general and administrative expense included charges from EQT of $19.0 million and $15.2 million for the three months ended June 30, 2018 and 2017, respectively, and $36.6 million and $31.6 million for the six months ended June 30, 2018 and 2017, respectively. See Note F.

[4] As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition because this transaction was between entities under common control.

[5] Represents equity income from Mountain Valley Pipeline, LLC (the MVP Joint Venture). See Note G.

[6] Net interest expense included interest income on the Preferred Interest in EES of $1.7 million and $1.7 million for the three months ended June 30, 2018 and 2017, respectively, and $3.3 million and $3.4 million for the six months ended June 30, 2018 and 2017, respectively.

[7] As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition because this transaction was between entities under common control.

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

XML

Statements of Consolidated Operations (Unaudited) (Parenthetical) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Operating and maintenance	[1],[2]	$ 24,587	$ 18,315	$ 44,047	$ 35,132
Selling, general and administrative expenses	[1],[2]	24,438	15,812	43,436	33,212
EES
Interest income		1,700	1,700	3,300	3,400
EQT
Operating revenues		180,400	148,200	361,600	291,600
Operating and maintenance		11,300	9,300	21,800	19,200
Selling, general and administrative expenses		$ 19,000	$ 15,200	$ 36,600	$ 31,600

[1] As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of Rice Olympus Midstream LLC (ROM), Strike Force Midstream Holdings LLC (Strike Force) and Rice West Virginia Midstream LLC (Rice WV), which were acquired by EQM effective on May 1, 2018 (the May 2018 Acquisition), because this transaction was between entities under common control.

[2] Operating and maintenance expense included charges from EQT of $11.3 million and $9.3 million for the three months ended June 30, 2018 and 2017, respectively, and $21.8 million and $19.2 million for the six months ended June 30, 2018 and 2017, respectively. Selling, general and administrative expense included charges from EQT of $19.0 million and $15.2 million for the three months ended June 30, 2018 and 2017, respectively, and $36.6 million and $31.6 million for the six months ended June 30, 2018 and 2017, respectively. See Note F.

XML

Statements of Consolidated Cash Flows (Unaudited) - USD ($) $ in Thousands		6 Months Ended
		Jun. 30, 2018		Jun. 30, 2017
Statement of Cash Flows [Abstract]
Net income	[1],[2],[3]	$ 382,798		$ 282,335
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	[1],[2]	55,461		41,947
Amortization of intangible assets	[1],[2]	20,773		0
Equity income	[1],[2],[4]	(19,749)		(9,388)
AFUDC – equity	[2]	(2,137)		(3,297)
Non-cash long-term compensation expense	[2]	331		225
Changes in other assets and liabilities:
Accounts receivable	[2]	718		(599)
Accounts payable	[2]	8,019		2,426
Due to/from EQT affiliates	[2]	(11,210)		1,410
Other assets and other liabilities	[2]	6,642		5,246
Net cash provided by operating activities	[2]	441,646		320,305
Cash flows from investing activities:
Capital expenditures	[2]	(302,876)		(149,413)
Capital contributions to the MVP Joint Venture	[2]	(182,805)		(59,940)
May 2018 Acquisition from EQT	[1]	(1,193,160)		0
Principal payments received on the Preferred Interest	[2]	2,172		2,054
Net cash used in investing activities	[2]	(1,676,669)		(207,299)
Cash flows from financing activities:
Proceeds from credit facility borrowings	[2]	2,000,500		150,000
Payments on credit facility borrowings	[2]	(2,180,500)		(110,000)
Proceeds from issuance of long-term debt	[2]	2,500,000		0
Debt discount and issuance costs	[1]	(30,295)		0
Distributions paid to unitholders	[2]	(258,211)		(202,060)
Distributions to noncontrolling interest	[2]	(750)		0
Acquisition of 25% of Strike Force Midstream LLC	[2]	(175,000)		0
Capital contributions	[2]	15,672		216
Net contributions from EQT	[1]	3,660		0
Net cash provided by (used in) financing activities	[2]	1,875,076		(161,844)
Net change in cash and cash equivalents	[2]	640,053		(48,838)
Cash and cash equivalents at beginning of period	[2]	44,062	[5]	60,368
Cash and cash equivalents at end of period	[2]	684,115	[5]	11,530
Cash paid during the period for:
Interest, net of amount capitalized	[2]	29,961		20,996
Non-cash activity during the period for:
(Decrease) increase in capital contribution receivable from EQT	[2]	$ (12,251)		$ 758

[1] As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of Rice Olympus Midstream LLC (ROM), Strike Force Midstream Holdings LLC (Strike Force) and Rice West Virginia Midstream LLC (Rice WV), which were acquired by EQM effective on May 1, 2018 (the May 2018 Acquisition), because this transaction was between entities under common control.

[2] As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition because this transaction was between entities under common control.

[3] As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition because this transaction was between entities under common control.

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

[5] As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition because this transaction was between entities under common control.

XML

Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands		Jun. 30, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	[1],[2]	$ 684,115	$ 44,062
Accounts receivable (net of allowance for doubtful accounts of $1,400 and $446 as of June 30, 2018 and December 31, 2017, respectively)	[2]	47,587	48,305
Accounts receivable – affiliate	[2]	119,097	110,292
Other current assets	[2]	14,085	12,754
Total current assets	[2]	864,884	215,413
Property, plant and equipment	[2]	4,363,068	4,077,282
Less: accumulated depreciation	[2]	(440,924)	(398,245)
Net property, plant and equipment	[2]	3,922,144	3,679,037
Investment in unconsolidated entity	[2]	1,003,299	460,546
Goodwill	[2]	37,954	37,954
Intangible assets, net	[2]	596,887	617,660
Other assets	[2]	137,257	136,966
Total assets	[2]	6,562,425	5,147,576
Current liabilities:
Accounts payable	[2]	84,969	80,637
Due to related party	[2]	41,519	31,673
Capital contribution payable to MVP Joint Venture	[2]	445,933	105,734
Accrued interest	[2]	12,309	10,926
Accrued liabilities	[2]	25,144	16,936
Total current liabilities	[2]	609,874	245,906
Credit facility borrowings	[2]	0	180,000
Senior notes	[2]	3,453,975	987,352
Regulatory and other long-term liabilities	[2]	21,442	20,273
Total liabilities	[2]	4,085,291	1,433,531
Equity:
Predecessor equity	[2]	0	1,391,615
Noncontrolling interest	[2]	0	173,472
Common (86,480,648 and 80,581,758 units issued and outstanding at June 30, 2018 and December 31, 2017, respectively)	[2]	2,448,531	2,147,706
General partner (1,443,015 units issued and outstanding at June 30, 2018 and December 31, 2017)	[2]	28,603	1,252
Total equity	[2],[3]	2,477,134	3,714,045
Total liabilities and equity	[2]	$ 6,562,425	$ 5,147,576

[1] As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition because this transaction was between entities under common control.

[2] As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition because this transaction was between entities under common control.

[3] As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition because this transaction was between entities under common control.

XML

Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Accounts receivable, for doubtful accounts	$ 1,400	$ 446
Common units issued (in shares)	86,480,648	80,581,758
Common units outstanding (in shares)	86,480,648	80,581,758
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 Equity (Unaudited) - USD ($) $ in Thousands		Total		Limited Partners Common	General Partner	Predecessor Equity		Noncontrolling Interest
Beginning balance at Dec. 31, 2016	[1]	$ 1,993,554		$ 2,008,510	$ (14,956)	$ 0		$ 0
Increase (Decrease) in Partners' Capital
Net income	[1]	282,335	[2],[3]	212,532	69,803	0
Capital contributions	[1]	974		956	18
Equity-based compensation plans	[1]	225		225
Distributions paid to unitholders	[1]	(202,060)		(140,212)	(61,848)
Ending balance at Jun. 30, 2017	[1]	2,075,028		2,082,011	(6,983)	0		0
Beginning balance at Dec. 31, 2017	[1]	3,714,045	[4]	2,147,706	1,252	1,391,615		173,472
Increase (Decrease) in Partners' Capital
Net income	[1]	382,798	[2],[3]	221,354	117,076	41,022		3,346
Capital contributions	[1]	3,421		3,361	60
Equity-based compensation plans	[1]	331		331
Distributions paid to unitholders	[1]	(258,211)		(168,426)	(89,785)
Net contributions from EQT		3,660				3,660	[1]
Distributions to noncontrolling interests	[1]	(750)						(750)
Acquisition of 25% of Strike Force Midstream LLC	[1]	(175,000)		1,068				(176,068)
May 2018 Acquisition from EQT	[1],[5]	(1,193,160)		243,137		(1,436,297)
Ending balance at Jun. 30, 2018	[1]	$ 2,477,134	[4]	$ 2,448,531	$ 28,603	$ 0		$ 0

[1] As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition because this transaction was between entities under common control.

[2] As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of Rice Olympus Midstream LLC (ROM), Strike Force Midstream Holdings LLC (Strike Force) and Rice West Virginia Midstream LLC (Rice WV), which were acquired by EQM effective on May 1, 2018 (the May 2018 Acquisition), because this transaction was between entities under common control.

[3] As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition because this transaction was between entities under common control.

[4] As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition because this transaction was between entities under common control.

[5] Under common control accounting, any difference between consideration transferred and the net assets received at historical cost is recorded as an equity transaction. In addition, equity issued in a common control transaction is recorded at an amount equal to the carrying value of the net assets transferred, even if the equity issued has a readily determinable fair value. As a result, the EQM common units issued in the May 2018 Acquisition are valued at the excess of the net assets received by EQM over the cash consideration.

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Statements of Consolidated Equity (Unaudited) (Parenthetical)	May 01, 2018
Strike Force Midstream
Percentage of voting interests acquired	25.00%

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Financial Statements

6 Months Ended

Jun. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Financial Statements

Financial Statements

Organization and Basis of Presentation

EQM is a growth-oriented Delaware limited partnership. EQT Midstream Services, LLC (EQM General Partner) is a direct wholly owned subsidiary of EQT GP Holdings, LP (EQGP) and is the general partner of EQM.

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, 2018 and December 31, 2017, the results of its operations for the three and six months ended June 30, 2018 and 2017, and its cash flows and equity for the six months ended June 30, 2018 and 2017. Certain previously reported amounts have been reclassified to conform to the current year presentation. The balance sheet at December 31, 2017 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.

EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition because this transaction was between entities under common control. The recast is for the period the acquired businesses were under the common control of EQT, which began on November 13, 2017 as a result of EQT's merger with Rice Energy Inc. (Rice) (the Rice Merger). EQM recorded the assets and liabilities acquired in the May 2018 Acquisition at their carrying amounts to EQT on the effective date of the transaction. The consolidated financial statements are not necessarily indicative of the actual results of operations if EQM and the assets acquired in the May 2018 Acquisition been operated together during the pre-acquisition periods.

Due to the seasonal nature of EQM's utility customer contracts, the interim statements for the three and six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018.

For further information, refer to the consolidated financial statements and related footnotes for the year ended December 31, 2017 and "Management's Discussion and Analysis of Financial Condition and Results of Operations," in each case as included in EQM's Current Report on Form 8-K as filed with the SEC on June 12, 2018.

Recently Issued Accounting Standards

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

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The standard primarily affects accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments, and eliminates the cost method of accounting for equity investments. EQM adopted this standard in the first quarter of 2018 with no significant effect on its financial statements or related disclosures.

In February 2016, the FASB issued ASU No. 2016-02, Leases. The standard requires an entity to record assets and obligations for contracts currently recognized as operating leases. Lessees and lessors must apply a modified retrospective transition approach. The ASU will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early adoption permitted. EQM has performed a high-level identification of agreements covered by this standard, is currently evaluating processes and internal controls and is in the process of implementing a third-party supported lease accounting information system to facilitate the accounting and financial reporting requirements.

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. The ASU will be effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period. EQM is currently evaluating the effect this standard will have on its financial statements and related disclosures.

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test of Goodwill Impairment. ASU 2017-04 simplifies the quantitative goodwill impairment test requirements by eliminating the requirement to calculate the implied fair value of goodwill (Step 2 of the current goodwill impairment test). Instead, a company would record an impairment charge based on the excess of a reporting unit’s carrying value over its fair value (measured in Step 1 of the current goodwill impairment test). Entities will apply the standard’s provisions prospectively. EQM adopted this standard in the first quarter of 2018 with no significant effect on its financial statements or related disclosures.

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Acquisitions and Merger

6 Months Ended

Jun. 30, 2018

Business Combinations [Abstract]

Acquisitions and Merger

Acquisitions and Merger

May 2018 Acquisition

On April 25, 2018, EQT, Rice Midstream Holdings LLC, a wholly owned subsidiary of EQT, EQM and EQM Gathering Holdings, LLC (EQM Gathering), a wholly owned subsidiary of EQM, entered into a Contribution and Sale Agreement pursuant to which EQM Gathering acquired from EQT all of EQT's interests in ROM, Strike Force and Rice WV in exchange for an aggregate of 5,889,282 EQM common units and aggregate cash consideration of $1.15 billion, plus working capital adjustments. ROM owns a natural gas gathering system that gathers gas from wells located primarily in Belmont County, Ohio. Strike Force owns a 75% limited liability company interest in Strike Force Midstream LLC (Strike Force Midstream). The May 2018 Acquisition closed on May 22, 2018 with an effective date of May 1, 2018.

As a result of the recast, EQM recognized approximately $38.0 million of goodwill. The goodwill value was based on a valuation performed by EQT as of November 13, 2017 with regard to the Rice Merger. EQT recorded goodwill as the excess of the estimated enterprise value of ROM, Strike Force and Rice WV over the sum of the fair value amounts allocated to the assets and liabilities of ROM, Strike Force and Rice WV. Goodwill was allocated to the value attributed to additional growth opportunities, synergies and operating leverage within the Gathering segment. Prior to the recast, EQM had no goodwill. The following table summarizes the allocation of the fair value of the assets and liabilities of ROM, Strike Force and Rice WV as of November 13, 2017 through pushdown accounting from EQT. The preliminary allocation to certain assets and/or liabilities may be adjusted by material amounts as EQT continues to finalize the fair value estimates.

	At November 13, 2017
	(Thousands)
Estimated fair value of ROM, Strike Force and Rice WV (1)	$	1,514,743
Estimated Fair Value of Assets Acquired and Liabilities Assumed:
Current assets (2)	66,586
Intangible assets (3)	623,200
Property and equipment, net (4)	846,823
Other non-current assets	71
Current liabilities (2)	(59,891		)
Total estimated fair value of assets acquired and liabilities assumed	$	1,476,789
Goodwill	37,954

(1) Includes the estimated fair value attributable to noncontrolling interest of $166 million.

(2) The fair value of current assets and current liabilities were assumed to approximate their carrying values.

(3) The identifiable intangible assets for customer relationships were estimated by applying a discounted cash flow approach which was adjusted for customer attrition assumptions and projected market conditions.

(4) The estimated fair value of long-lived property and equipment were determined utilizing estimated replacement cost adjusted for a usage or obsolescence factor.

As a result of the recast, EQM also recognized approximately $623.2 million in intangible assets. These intangible assets were valued by EQT based upon the estimated fair value of the customer contracts as of November 13, 2017. The customer contracts were assigned a useful life of 15 years and are amortized on a straight-line basis. Amortization expense for the three and six months ended June 30, 2018 was $10.4 million and $20.8 million, respectively. As of June 30, 2018 and December 31, 2017, accumulated amortization was $26.3 million and $5.5 million, respectively. There was no amortization expense recognized for the three and six months ended June 30, 2017. The estimated annual amortization expense over the next five years is $41.5 million.

Gulfport Transaction

On May 1, 2018, pursuant to the Purchase and Sale Agreement dated April 25, 2018, by and among EQM, EQM Gathering, Gulfport Energy Corporation (Gulfport) and an affiliate of Gulfport, EQM Gathering acquired the remaining 25% limited liability company interest in Strike Force Midstream not owned by Strike Force for $175 million (the Gulfport Transaction). As a result, EQM owned 100% of Strike Force Midstream effective as of May 1, 2018.

EQM-RMP Merger

On April 25, 2018, EQM entered into an Agreement and Plan of Merger (the Merger Agreement) with Rice Midstream Partners LP (RMP), Rice Midstream Management LLC, the general partner of RMP (the RMP General Partner), the EQM General Partner, EQM Acquisition Sub, LLC, a wholly owned subsidiary of EQM (Merger Sub), EQM GP Acquisition Sub, LLC, a wholly owned subsidiary of EQM (GP Merger Sub), and, solely for certain limited purposes set forth therein, EQT. Pursuant to the Merger Agreement, on July 23, 2018, Merger Sub and GP Merger Sub merged with and into RMP and the RMP General Partner, respectively, with RMP and the RMP General Partner surviving as wholly owned subsidiaries of EQM (the EQM-RMP Merger). Pursuant to the Merger Agreement, each RMP common unit issued and outstanding immediately prior to the effective time of the EQM-RMP Merger was converted into the right to receive 0.3319 EQM common units (the Merger Consideration), the issued and outstanding incentive distributions rights of RMP were canceled and each outstanding award of phantom units in respect of RMP common units fully vested and converted into the right to receive the Merger Consideration, less applicable tax withholding, in respect of each RMP common unit subject thereto. The aggregate Merger Consideration consisted of approximately 34 million EQM common units. As a result of the EQM-RMP Merger, RMP's common units are no longer publicly traded.

Also in connection with the completion of the EQM-RMP Merger, on July 23, 2018, EQM repaid the approximately $260 million of borrowings outstanding under the Credit Agreement, dated as of December 22, 2014, by and among RMP, as parent guarantor, Rice Midstream OpCo LLC, a wholly owned subsidiary of RMP, as borrower, Wells Fargo Bank, N.A., as administrative agent, and the lenders and other parties from time to time party thereto (the RMP Credit Agreement), and the RMP Credit Agreement was terminated.

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Revenue from Contracts with Customers

6 Months Ended

Jun. 30, 2018

Revenue from Contract with Customer [Abstract]

Revenue from Contracts with Customers

Revenue from Contracts with Customers

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

EQM provides gathering, transmission and storage services in two manners: firm service and interruptible service. Firm service contracts are typically long term and include firm reservation fees, which are fixed, monthly charges for the guaranteed reservation of pipeline or storage capacity. Volumetric based fees under firm contracts include usage fees and charges for actual volumes transported, gathered or stored in excess of the firm contracted volume. Interruptible service contracts include volumetric based fees, which are charges for the volume of gas actually gathered, transported or stored and do not guarantee access to the pipeline or storage facility. These contracts can be short or long term. Firm and interruptible contracts are billed at the end of each calendar month, with payment typically due within 21 days.

Under a firm contract, EQM has a stand-ready obligation to provide the service over the life of the contract. The performance obligation for firm reservation fee revenue is satisfied over time as the pipeline capacity is made available to the customer. As such, EQM recognizes firm reservation fee revenue evenly over the contract period, using a time-elapsed output method to measure progress. The performance obligation for volumetric based fee revenues for usage fees under firm and interruptible contracts is generally satisfied upon EQM's monthly billing to the customer for actual volumes gathered, transported or stored during the month. The amount billed corresponds directly to the value of EQM's performance to date as the customer obtains value as each volume is gathered, transported or stored.

Certain of EQM's gas gathering agreements are structured with minimum volume commitments (MVC), which specify minimum quantities for which a customer will be charged regardless of actual quantities gathered under the contract. Revenue is recognized for MVCs when the performance obligation has been met, which is the earlier of when the gas is gathered or when it is remote that the producer will be able to meet its MVC.

For the three and six months ended June 30, 2018 and 2017, all revenues recognized on EQM's statements of consolidated operations are from contracts with customers. As of June 30, 2018 and December 31, 2017, all receivables recorded on EQM's consolidated balance sheets represent performance obligations that have been satisfied and for which an unconditional right to consideration exists.

The table below provides disaggregated revenue information by EQM business segment for the three and six months ended June 30, 2018.

	Three Months Ended June 30, 2018
	Gathering		Transmission		Total
	(Thousands)
Firm reservation fee revenues	$	111,702	$	82,222	$	193,924
Volumetric based fee revenues:
Usage fees under firm contracts (1)	9,956		4,828		14,784
Usage fees under interruptible contracts (2)	58,958		2,095		61,053
Total volumetric based fee revenues	68,914		6,923		75,837
Total operating revenues	$	180,616	$	89,145	$	269,761
	Six Months Ended June 30, 2018
	Gathering		Transmission		Total
	(Thousands)
Firm reservation fee revenues	$	221,635	$	179,997	$	401,632
Volumetric based fee revenues:
Usage fees under firm contracts (1)	22,064		8,650		30,714
Usage fees under interruptible contracts (2)	116,545		7,432		123,977
Total volumetric based fee revenues	138,609		16,082		154,691
Total operating revenues	$	360,244	$	196,079	$	556,323

(1) Includes fees on volumes gathered and transported in excess of firm contracted capacity and also for transmission includes commodity charges and fees on all volumes transported under firm contracts.

(2) Includes volumes from contracts under which EQM has agreed to hold capacity available but for which it does not receive a capacity reservation fee.

Based on total projected contractual revenues and including contracts associated with expected future capacity from expansion projects that are not yet fully constructed but for which EQM has entered into firm contracts, EQM's firm gathering contracts and firm transmission and storage contracts had weighted average remaining terms of approximately 8 and 15 years, respectively, as of December 31, 2017.

The following table summarizes the transaction price allocated to EQM's remaining performance obligations under all contracts with firm reservation fees and MVCs as of June 30, 2018.

		2018		2019		2020		2021		2022		Thereafter		Total
	(Thousands)
Gathering firm reservation fees		$	223,806	$	471,226	$	547,153	$	557,152	$	557,152	$	2,841,279	$	5,197,768
Gathering revenues supported by MVCs		—		65,700		71,370		71,175		71,175		136,875		416,295
Transmission firm reservation fees		179,786		347,061		347,261		341,769		338,010		2,602,572		4,156,459
Total		$	403,592	$	883,987	$	965,784	$	970,096	$	966,337	$	5,580,726	$	9,770,522

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Equity and Net Income per Limited Partner Unit

6 Months Ended

Jun. 30, 2018

Equity [Abstract]

Equity and Net Income per Limited Partner Unit

Equity and Net Income per Limited Partner Unit

The following table summarizes EQM's limited partner common units and general partner units issued from January 1, 2018 through June 30, 2018. There were no issuances in 2017.

	Limited Partner Common Units	General Partner Units	Total
Balance at January 1, 2018	80,581,758	1,443,015	82,024,773
Common units issued (1)	9,608	—	9,608
May 2018 Acquisition consideration	5,889,282	—	5,889,282
Balance at June 30, 2018	86,480,648	1,443,015	87,923,663

(1) Units issued upon a resignation from the EQM General Partner's Board of Directors in February 2018.

As of June 30, 2018, EQGP owned 21,811,643 EQM common units, representing a 24.8% limited partner interest, 1,443,015 EQM general partner units, representing a 1.6% general partner interest, and all of the IDRs in EQM. As of June 30, 2018, EQT owned 5,889,282 EQM common units, representing a 6.7% limited partner interest in EQM, 100% of the non-economic general partner interest in EQGP and a 91.3% limited partner interest in EQGP.

As a result of the EQM-RMP Merger, on July 23, 2018, an indirect wholly owned subsidiary of EQT received 9,544,530 EQM common units as Merger Consideration.

Net Income per Limited Partner Unit. Net income attributable to the May 2018 Acquisition for the periods prior to May 1, 2018, was not allocated to the limited partners for purposes of calculating net income per limited partner unit as these pre-acquisition amounts were not available to the unitholders. The weighted average phantom unit awards included in the calculation of basic weighted average limited partner units outstanding was 17,369 and 21,041 for the three months ended June 30, 2018 and 2017, respectively, and 20,467 and 20,506 for the six months ended June 30, 2018 and 2017, respectively.

Distributions

On July 24, 2018, the Board of Directors of the EQM General Partner declared a cash distribution to EQM's unitholders for the second quarter of 2018 of $1.09 per common unit. The cash distribution will be paid on August 14, 2018 to unitholders of record at the close of business on August 3, 2018. Based on the EQM common units outstanding on July 26, 2018, cash distributions to EQGP will be approximately $23.8 million related to its limited partner interest, $2.4 million related to its general partner interest and $68.1 million related to its IDRs in EQM. The distribution amounts to EQGP related to its general partner interest and IDRs in EQM are subject to change if EQM issues additional common units on or prior to the record date for the second quarter2018 distribution.

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Financial Information by Business Segment

6 Months Ended

Jun. 30, 2018

Segment Reporting [Abstract]

Financial Information by Business Segment

Financial Information by Business Segment

	Three Months Ended   June 30,				Six Months Ended   June 30,
	2018		2017		2018		2017
	(Thousands)
Revenues from external customers (including affiliates):
Gathering	$	180,616	$	112,145	$	360,244	$	214,474
Transmission	89,145		84,670		196,079		182,413
Total operating revenues	$	269,761	$	196,815	$	556,323	$	396,887
Operating income:
Gathering	$	121,631	$	83,425	$	252,513	$	157,129
Transmission	60,642		57,863		140,093		129,467
Total operating income	$	182,273	$	141,288	$	392,606	$	286,596
Reconciliation of operating income to net income:
Equity income (1)	10,938		5,111		19,749		9,388
Other income	944		1,402		1,842		2,939
Net interest expense	20,683		8,662		31,399		16,588
Net income	$	173,472	$	139,139	$	382,798	$	282,335

(1) Equity income is included in the Transmission segment.

	June 30,   2018		December 31,   2017
	(Thousands)
Segment assets:
Gathering	$	3,250,242	$	3,020,491
Transmission (1)	2,505,947		1,948,047
Total operating segments	5,756,189		4,968,538
Headquarters, including cash	806,236		179,038
Total assets	$	6,562,425	$	5,147,576

(1) The equity investment in the MVP Joint Venture was included in the headquarters segment prior to June 30, 2018. As of June 30, 2018, the investment in the MVP Joint Venture was included in the Transmission segment and the amount at December 31, 2017 has been recast to confirm with this presentation.

	Three Months Ended   June 30,				Six Months Ended   June 30,
	2018		2017		2018		2017
	(Thousands)
Depreciation:
Gathering	$	15,646	$	9,555	$	30,590	$	18,415
Transmission	12,430		11,845		24,871		23,532
Total	$	28,076	$	21,400	$	55,461	$	41,947
Expenditures for segment assets:
Gathering	$	139,099	$	53,708	$	252,297	$	102,546
Transmission	27,962		29,978		46,891		51,367
Total (1)	$	167,061	$	83,686	$	299,188	$	153,913

(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 in the statements of consolidated cash flows until they are paid in a subsequent period. Accrued capital expenditures were approximately $62.3 million, $60.3 million and $66.0 million at June 30, 2018, March 31, 2018 and December 31, 2017, respectively. Accrued capital expenditures were approximately $31.2 million, $34.0 million and $26.7 million at June 30, 2017, March 31, 2017 and December 31, 2016, respectively.

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Related Party Transactions

6 Months Ended

Jun. 30, 2018

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

In the ordinary course of business, EQM engages in transactions with EQT and its affiliates including, but not limited to, gas gathering agreements, transportation service and precedent agreements and storage agreements. Pursuant to an omnibus agreement, EQT performs centralized corporate, general and administrative services for EQM and provides a license for the use of the name "EQT" and related marks in connection with EQM's business. In exchange, EQM reimburses EQT for the expenses incurred by EQT in providing these services. The omnibus agreement also provides for certain indemnification obligations between EQM and EQT. Pursuant to a secondment agreement, employees of EQT and its affiliates may be seconded to EQM to provide operating and other services with respect to EQM's business under the direction, supervision and control of EQM. EQM reimburses EQT and its affiliates for the services provided by the seconded employees. The expenses for which EQM reimburses EQT and its affiliates may not necessarily reflect the actual expenses that EQM would incur on a stand-alone basis. EQM is unable to estimate what those expenses would be on a stand-alone basis.

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Investment in Unconsolidated Entity

6 Months Ended

Jun. 30, 2018

Equity Method Investments and Joint Ventures [Abstract]

Investment in Unconsolidated Entity

Investment in Unconsolidated Entity

The MVP Joint Venture is constructing 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, 2018. The MVP Joint Venture is a variable interest entity because it has insufficient equity to finance its activities during the construction stage of the project. 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 MVP Joint Venture and no one member owns more than a 66 2/3% interest. The MVP Joint Venture is an equity method investment for accounting purposes as EQM has the ability to exercise significant influence over operating and financial policies of the MVP Joint Venture.

In May 2018, the MVP Joint Venture issued a capital call notice to MVP Holdco, LLC (MVP Holdco), a direct wholly owned subsidiary of EQM, for $445.9 million, of which $193.4 million was paid in July 2018 and $252.5 million is expected to be paid in the third quarter of 2018. The capital contribution payable has been reflected on the consolidated balance sheet as of June 30, 2018 with a corresponding increase to EQM's investment in the MVP Joint Venture.

Equity income is primarily EQM's portion of the MVP Joint Venture's AFUDC on construction of the MVP.

As of June 30, 2018, 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. As of June 30, 2018, EQM's maximum financial statement exposure related to the MVP Joint Venture was approximately $1,094 million, which consists of the investment in unconsolidated entity balance on the consolidated balance sheet as of June 30, 2018 and amounts that could have become due under EQM's performance guarantee as of that date.

The following tables summarize the unaudited condensed financial statements for the MVP Joint Venture.

Condensed Consolidated Balance Sheets

	June 30,   2018		December 31,   2017
	(Thousands)
Current assets	$	1,161,641	$	330,271
Noncurrent assets	1,334,266		747,728
Total assets	$	2,495,907	$	1,077,999
Current liabilities	$	290,855	$	65,811
Equity	2,205,052		1,012,188
Total liabilities and equity	$	2,495,907	$	1,077,999

Condensed Statements of Consolidated Operations

	Three Months Ended   June 30,				Six Months Ended   June 30,
	2018		2017		2018		2017
	(Thousands)
Net interest income	$	7,732	$	2,730	$	13,915	$	4,977
AFUDC - equity	16,307		8,503		29,489		15,656
Net income	$	24,039	$	11,233	$	43,404	$	20,633

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Debt

6 Months Ended

Jun. 30, 2018

Long-term Debt, Current and Noncurrent [Abstract]

Debt

Debt

Credit Facility Borrowings

$1 Billion Facility. EQM has a $1 billion credit facility that expires in July 2022. The $1 Billion Facility is available to fund working capital requirements and capital expenditures, to purchase assets, to pay distributions and repurchase units and for general partnership purposes (including purchasing assets from EQT and other third parties). EQM's $1 Billion Facility contains various provisions that, if violated, could result in termination of the credit facility, require early payment of amounts outstanding or similar actions. The most significant covenants and events of default relate to maintenance of a 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 $1 Billion 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).

EQM had no letters of credit outstanding under its credit facility as of June 30, 2018 and December 31, 2017. During the three and six months ended June 30, 2018, the maximum amount of EQM's outstanding borrowings under EQM's credit facility at any time was $338 million and $420 million, respectively, and the average daily balance was approximately $122 million and $211 million, respectively. EQM incurred interest at weighted average annual interest rates of approximately 3.4% and 3.2% for the three and six months ended June 30, 2018, respectively. There were no borrowings outstanding at any time during the three and six months ended June 30, 2017. During the third quarter, EQM intends to increase its borrowing capacity from $1 billion up to $2 billion.

364-Day Facility. EQM has a $500 million, 364-day, uncommitted revolving loan agreement with EQT that matures on October 24, 2018 and will automatically renew for successive 364-day periods unless EQT delivers a non-renewal notice at least 60 days prior to the then current maturity date. Interest accrues on outstanding borrowings at an interest rate equal to the rate then applicable to similar loans under the $1 Billion Facility, or a successor revolving credit facility, less the sum of (i) the then applicable commitment fee under the $1 Billion Facility and (ii) 10 basis points.

EQM had no borrowings outstanding on the 364-Day Facility as of June 30, 2018 and December 31, 2017. There were no borrowings outstanding at any time during the three and six months ended June 30, 2018. During the three and six months ended June 30, 2017, the maximum amount of EQM's outstanding borrowings under the credit facility at any time was $100 million and the average daily balances were approximately $55 million and $40 million, respectively. EQM incurred interest at weighted average annual interest rates of approximately 2.2% and 2.1% for the three and six months ended June 30, 2017, respectively. EQM expects EQT to terminate the 364-Day Facility at or prior to the proposed separation of EQT's production and midstream businesses (the Separation). 

EQM Term Loan Facility. On April 25, 2018, EQM entered into a $2.5 billion unsecured multi-draw 364-day term loan facility with a syndicate of lenders. The EQM Term Loan Facility was used to fund the cash consideration for the May 2018 Acquisition, to repay borrowings under EQM's $1 Billion Facility and for other general partnership purposes. During the second quarter 2018, the balance outstanding under the EQM Term Loan Facility was repaid, and the EQM Term Loan Facility was terminated on June 25, 2018 in connection with EQM's issuance of the 2018 Senior Notes (defined below). As a result of the termination, EQM expensed $3 million of deferred issuance costs. From April 25, 2018 through June 25, 2018, the maximum amount of EQM's outstanding borrowings under the EQM Term Loan Facility at any time was $1,825 million and the average daily balance was approximately $1,231 million. EQM incurred interest at a weighted average annual interest rate of approximately 3.3% for the period from April 25, 2018 through June 25, 2018.

2018 Senior Notes. During the second quarter of 2018, EQM issued 4.75% senior notes due July 15, 2023 in the aggregate principal amount of $1.1 billion, 5.50% senior notes due July 15, 2028 in the aggregate principal amount of $850 million and 6.50% senior notes due July 15, 2048 in the aggregate principal amount of $550 million (collectively, the 2018 Senior Notes). EQM received net proceeds from the offering of approximately $2,465.8 million, inclusive of a discount of $11.8 million and estimated debt issuance costs of $22.4 million. The net proceeds were used to repay the balance outstanding under the EQM Term Loan Facility and the RMP Credit Agreement and the remainder is expected to be used for general partnership purposes. The 2018 Senior Notes were issued pursuant to new supplemental indentures to EQM's existing indenture dated August 1, 2014. The 2018 Senior Notes contain covenants that limit EQM's ability to, among other things, incur certain liens securing indebtedness, engage in certain sale and leaseback transactions, and enter into certain consolidations, mergers, conveyances, transfers or leases of all or substantially all of the EQM's assets.

As of June 30, 2018, EQM was in compliance with all debt provisions and covenants.

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Fair Value Measurements

6 Months Ended

Jun. 30, 2018

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

The carrying values 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 value measurements. The carrying value of the credit facility borrowings approximates fair value as the interest rates are based on prevailing market rates; this is considered a Level 1 fair value measurement. As EQM's senior notes are not actively traded, their fair values are considered Level 2 fair value measurements and are estimated using a standard industry income approach model that applies a discount rate based on market rates for debt with similar remaining time to maturity and credit risk. As of June 30, 2018 and December 31, 2017, the estimated fair value of EQM's senior notes was approximately $3,454 million and $1,006 million, respectively, and the carrying value of EQM's senior notes was approximately $3,454 million and $987 million, respectively. The fair value of the Preferred Interest is a Level 3 fair value measurement and is estimated using an income approach model that applies a market-based discount rate. As of June 30, 2018 and December 31, 2017, the estimated fair value of the Preferred Interest was approximately $125 million and $133 million, respectively, and the carrying value of the Preferred Interest was approximately $117 million and $119 million, respectively.

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Distributions

6 Months Ended

Jun. 30, 2018

Equity [Abstract]

Distributions

Equity and Net Income per Limited Partner Unit

The following table summarizes EQM's limited partner common units and general partner units issued from January 1, 2018 through June 30, 2018. There were no issuances in 2017.

	Limited Partner Common Units	General Partner Units	Total
Balance at January 1, 2018	80,581,758	1,443,015	82,024,773
Common units issued (1)	9,608	—	9,608
May 2018 Acquisition consideration	5,889,282	—	5,889,282
Balance at June 30, 2018	86,480,648	1,443,015	87,923,663

(1) Units issued upon a resignation from the EQM General Partner's Board of Directors in February 2018.

As of June 30, 2018, EQGP owned 21,811,643 EQM common units, representing a 24.8% limited partner interest, 1,443,015 EQM general partner units, representing a 1.6% general partner interest, and all of the IDRs in EQM. As of June 30, 2018, EQT owned 5,889,282 EQM common units, representing a 6.7% limited partner interest in EQM, 100% of the non-economic general partner interest in EQGP and a 91.3% limited partner interest in EQGP.

As a result of the EQM-RMP Merger, on July 23, 2018, an indirect wholly owned subsidiary of EQT received 9,544,530 EQM common units as Merger Consideration.

Net Income per Limited Partner Unit. Net income attributable to the May 2018 Acquisition for the periods prior to May 1, 2018, was not allocated to the limited partners for purposes of calculating net income per limited partner unit as these pre-acquisition amounts were not available to the unitholders. The weighted average phantom unit awards included in the calculation of basic weighted average limited partner units outstanding was 17,369 and 21,041 for the three months ended June 30, 2018 and 2017, respectively, and 20,467 and 20,506 for the six months ended June 30, 2018 and 2017, respectively.

Distributions

On July 24, 2018, the Board of Directors of the EQM General Partner declared a cash distribution to EQM's unitholders for the second quarter of 2018 of $1.09 per common unit. The cash distribution will be paid on August 14, 2018 to unitholders of record at the close of business on August 3, 2018. Based on the EQM common units outstanding on July 26, 2018, cash distributions to EQGP will be approximately $23.8 million related to its limited partner interest, $2.4 million related to its general partner interest and $68.1 million related to its IDRs in EQM. The distribution amounts to EQGP related to its general partner interest and IDRs in EQM are subject to change if EQM issues additional common units on or prior to the record date for the second quarter2018 distribution.

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Financial Statements (Policies)

6 Months Ended

Jun. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and 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, 2018 and December 31, 2017, the results of its operations for the three and six months ended June 30, 2018 and 2017, and its cash flows and equity for the six months ended June 30, 2018 and 2017. Certain previously reported amounts have been reclassified to conform to the current year presentation. The balance sheet at December 31, 2017 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.

EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition because this transaction was between entities under common control. The recast is for the period the acquired businesses were under the common control of EQT, which began on November 13, 2017 as a result of EQT's merger with Rice Energy Inc. (Rice) (the Rice Merger). EQM recorded the assets and liabilities acquired in the May 2018 Acquisition at their carrying amounts to EQT on the effective date of the transaction. The consolidated financial statements are not necessarily indicative of the actual results of operations if EQM and the assets acquired in the May 2018 Acquisition been operated together during the pre-acquisition periods.

Due to the seasonal nature of EQM's utility customer contracts, the interim statements for the three and six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018.

For further information, refer to the consolidated financial statements and related footnotes for the year ended December 31, 2017 and "Management's Discussion and Analysis of Financial Condition and Results of Operations," in each case as included in EQM's Current Report on Form 8-K as filed with the SEC on June 12, 2018.

Recently Issued Accounting Standards

Recently Issued Accounting Standards

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

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The standard primarily affects accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments, and eliminates the cost method of accounting for equity investments. EQM adopted this standard in the first quarter of 2018 with no significant effect on its financial statements or related disclosures.

In February 2016, the FASB issued ASU No. 2016-02, Leases. The standard requires an entity to record assets and obligations for contracts currently recognized as operating leases. Lessees and lessors must apply a modified retrospective transition approach. The ASU will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early adoption permitted. EQM has performed a high-level identification of agreements covered by this standard, is currently evaluating processes and internal controls and is in the process of implementing a third-party supported lease accounting information system to facilitate the accounting and financial reporting requirements.

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. The ASU will be effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period. EQM is currently evaluating the effect this standard will have on its financial statements and related disclosures.

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test of Goodwill Impairment. ASU 2017-04 simplifies the quantitative goodwill impairment test requirements by eliminating the requirement to calculate the implied fair value of goodwill (Step 2 of the current goodwill impairment test). Instead, a company would record an impairment charge based on the excess of a reporting unit’s carrying value over its fair value (measured in Step 1 of the current goodwill impairment test). Entities will apply the standard’s provisions prospectively. EQM adopted this standard in the first quarter of 2018 with no significant effect on its financial statements or related disclosures.

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Acquisitions and Merger (Tables)

6 Months Ended

Jun. 30, 2018

Business Combinations [Abstract]

Schedule Fair Value of Assets Acquired and Liabilities Assumed

The following table summarizes the allocation of the fair value of the assets and liabilities of ROM, Strike Force and Rice WV as of November 13, 2017 through pushdown accounting from EQT. The preliminary allocation to certain assets and/or liabilities may be adjusted by material amounts as EQT continues to finalize the fair value estimates.

	At November 13, 2017
	(Thousands)
Estimated fair value of ROM, Strike Force and Rice WV (1)	$	1,514,743
Estimated Fair Value of Assets Acquired and Liabilities Assumed:
Current assets (2)	66,586
Intangible assets (3)	623,200
Property and equipment, net (4)	846,823
Other non-current assets	71
Current liabilities (2)	(59,891		)
Total estimated fair value of assets acquired and liabilities assumed	$	1,476,789
Goodwill	37,954

(1) Includes the estimated fair value attributable to noncontrolling interest of $166 million.

(2) The fair value of current assets and current liabilities were assumed to approximate their carrying values.

(3) The identifiable intangible assets for customer relationships were estimated by applying a discounted cash flow approach which was adjusted for customer attrition assumptions and projected market conditions.

(4) The estimated fair value of long-lived property and equipment were determined utilizing estimated replacement cost adjusted for a usage or obsolescence factor.

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Revenue from Contracts with Customers (Tables)

6 Months Ended

Jun. 30, 2018

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregated Revenue Information, by Business Segment

The table below provides disaggregated revenue information by EQM business segment for the three and six months ended June 30, 2018.

	Three Months Ended June 30, 2018
	Gathering		Transmission		Total
	(Thousands)
Firm reservation fee revenues	$	111,702	$	82,222	$	193,924
Volumetric based fee revenues:
Usage fees under firm contracts (1)	9,956		4,828		14,784
Usage fees under interruptible contracts (2)	58,958		2,095		61,053
Total volumetric based fee revenues	68,914		6,923		75,837
Total operating revenues	$	180,616	$	89,145	$	269,761
	Six Months Ended June 30, 2018
	Gathering		Transmission		Total
	(Thousands)
Firm reservation fee revenues	$	221,635	$	179,997	$	401,632
Volumetric based fee revenues:
Usage fees under firm contracts (1)	22,064		8,650		30,714
Usage fees under interruptible contracts (2)	116,545		7,432		123,977
Total volumetric based fee revenues	138,609		16,082		154,691
Total operating revenues	$	360,244	$	196,079	$	556,323

(1) Includes fees on volumes gathered and transported in excess of firm contracted capacity and also for transmission includes commodity charges and fees on all volumes transported under firm contracts.

(2) Includes volumes from contracts under which EQM has agreed to hold capacity available but for which it does not receive a capacity reservation fee.

Summary of Remaining Performance Obligations

The following table summarizes the transaction price allocated to EQM's remaining performance obligations under all contracts with firm reservation fees and MVCs as of June 30, 2018.

		2018		2019		2020		2021		2022		Thereafter		Total
	(Thousands)
Gathering firm reservation fees		$	223,806	$	471,226	$	547,153	$	557,152	$	557,152	$	2,841,279	$	5,197,768
Gathering revenues supported by MVCs		—		65,700		71,370		71,175		71,175		136,875		416,295
Transmission firm reservation fees		179,786		347,061		347,261		341,769		338,010		2,602,572		4,156,459
Total		$	403,592	$	883,987	$	965,784	$	970,096	$	966,337	$	5,580,726	$	9,770,522

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Equity and Net Income per Limited Partner Unit (Tables)

6 Months Ended

Jun. 30, 2018

Equity [Abstract]

Summary of Units Issued

The following table summarizes EQM's limited partner common units and general partner units issued from January 1, 2018 through June 30, 2018. There were no issuances in 2017.

	Limited Partner Common Units	General Partner Units	Total
Balance at January 1, 2018	80,581,758	1,443,015	82,024,773
Common units issued (1)	9,608	—	9,608
May 2018 Acquisition consideration	5,889,282	—	5,889,282
Balance at June 30, 2018	86,480,648	1,443,015	87,923,663

(1) Units issued upon a resignation from the EQM General Partner's Board of Directors in February 2018.

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Financial Information by Business Segment (Tables)

6 Months Ended

Jun. 30, 2018

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,
	2018		2017		2018		2017
	(Thousands)
Revenues from external customers (including affiliates):
Gathering	$	180,616	$	112,145	$	360,244	$	214,474
Transmission	89,145		84,670		196,079		182,413
Total operating revenues	$	269,761	$	196,815	$	556,323	$	396,887
Operating income:
Gathering	$	121,631	$	83,425	$	252,513	$	157,129
Transmission	60,642		57,863		140,093		129,467
Total operating income	$	182,273	$	141,288	$	392,606	$	286,596
Reconciliation of operating income to net income:
Equity income (1)	10,938		5,111		19,749		9,388
Other income	944		1,402		1,842		2,939
Net interest expense	20,683		8,662		31,399		16,588
Net income	$	173,472	$	139,139	$	382,798	$	282,335

(1) Equity income is included in the Transmission segment.

Schedule of Segment Assets

	June 30,   2018		December 31,   2017
	(Thousands)
Segment assets:
Gathering	$	3,250,242	$	3,020,491
Transmission (1)	2,505,947		1,948,047
Total operating segments	5,756,189		4,968,538
Headquarters, including cash	806,236		179,038
Total assets	$	6,562,425	$	5,147,576

(1) The equity investment in the MVP Joint Venture was included in the headquarters segment prior to June 30, 2018. As of June 30, 2018, the investment in the MVP Joint Venture was included in the Transmission segment and the amount at December 31, 2017 has been recast to confirm with this presentation.

Schedule of Depreciation, Amortization, and Expenditures for Segment Assets

	Three Months Ended   June 30,				Six Months Ended   June 30,
	2018		2017		2018		2017
	(Thousands)
Depreciation:
Gathering	$	15,646	$	9,555	$	30,590	$	18,415
Transmission	12,430		11,845		24,871		23,532
Total	$	28,076	$	21,400	$	55,461	$	41,947
Expenditures for segment assets:
Gathering	$	139,099	$	53,708	$	252,297	$	102,546
Transmission	27,962		29,978		46,891		51,367
Total (1)	$	167,061	$	83,686	$	299,188	$	153,913

(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 in the statements of consolidated cash flows until they are paid in a subsequent period. Accrued capital expenditures were approximately $62.3 million, $60.3 million and $66.0 million at June 30, 2018, March 31, 2018 and December 31, 2017, respectively. Accrued capital expenditures were approximately $31.2 million, $34.0 million and $26.7 million at June 30, 2017, March 31, 2017 and December 31, 2016, respectively.

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Investment in Unconsolidated Entity (Tables)

6 Months Ended

Jun. 30, 2018

Equity Method Investments and Joint Ventures [Abstract]

Schedule of Unaudited Condensed Financial Statements for the Investment in Unconsolidated Equity

The following tables summarize the unaudited condensed financial statements for the MVP Joint Venture.

Condensed Consolidated Balance Sheets

	June 30,   2018		December 31,   2017
	(Thousands)
Current assets	$	1,161,641	$	330,271
Noncurrent assets	1,334,266		747,728
Total assets	$	2,495,907	$	1,077,999
Current liabilities	$	290,855	$	65,811
Equity	2,205,052		1,012,188
Total liabilities and equity	$	2,495,907	$	1,077,999

Condensed Statements of Consolidated Operations

	Three Months Ended   June 30,				Six Months Ended   June 30,
	2018		2017		2018		2017
	(Thousands)
Net interest income	$	7,732	$	2,730	$	13,915	$	4,977
AFUDC - equity	16,307		8,503		29,489		15,656
Net income	$	24,039	$	11,233	$	43,404	$	20,633

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Acquisitions and Merger - Narrative (Details)						3 Months Ended		6 Months Ended
		Jul. 23, 2018 USD ($)	May 01, 2018 USD ($) shares	Apr. 25, 2018 shares	Nov. 13, 2017 USD ($)	Jun. 30, 2018 USD ($)	Jun. 30, 2017 USD ($)	Jun. 30, 2018 USD ($)		Jun. 30, 2017 USD ($)		Dec. 31, 2017 USD ($)
Business Acquisition [Line Items]
Goodwill	[1]					$ 37,954,000		$ 37,954,000				$ 37,954,000
Amortization of intangible assets	[2]					10,387,000	$ 0	20,773,000	[3]	$ 0	[3]
Strike Force Midstream
Business Acquisition [Line Items]
Membership interest (as a percent)			100.00%
May 2018 Acquisition
Business Acquisition [Line Items]
Equity interest issued or issuable (in shares) | shares			5,889,282
Payments to acquire businesses, gross			$ 1,150,000,000
Goodwill					$ 37,954,000
Intangible assets acquired					$ 623,200,000
Weighted average useful life					15 years
Amortization of intangible assets						10,400,000	$ 0	20,800,000		$ 0
Accumulated amortization						26,300,000		26,300,000				$ 5,500,000
Estimated annual amortization expense, current						41,500,000		41,500,000
Estimated annual amortization expense, 2019						41,500,000		41,500,000
Estimated annual amortization expense, 2020						41,500,000		41,500,000
Estimated annual amortization expense, 2021						41,500,000		41,500,000
Estimated annual amortization expense, 2022						$ 41,500,000		$ 41,500,000
Consideration transferred					$ 1,514,743,000
Strike Force Midstream
Business Acquisition [Line Items]
Percentage of voting interests acquired			25.00%
Consideration transferred			$ 175,000,000
Strike Force Midstream Holdings LLC | May 2018 Acquisition | Strike Force Midstream
Business Acquisition [Line Items]
Membership interest (as a percent)			75.00%
Rice Midstream Partners, LP | EQM-RMP Merger
Business Acquisition [Line Items]
Common share conversation ratio			0.3319
Consideration transferred, common units (in shares) | shares				34,000,000
Subsequent Event | EQM-RMP Merger
Business Acquisition [Line Items]
Repayment of outstanding borrowings		$ 260,000,000

[1] As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition because this transaction was between entities under common control.

[2] As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of Rice Olympus Midstream LLC (ROM), Strike Force Midstream Holdings LLC (Strike Force) and Rice West Virginia Midstream LLC (Rice WV), which were acquired by EQM effective on May 1, 2018 (the May 2018 Acquisition), because this transaction was between entities under common control.

[3] As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition because this transaction was between entities under common control.

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Acquisitions and Merger - Schedule Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands		Nov. 13, 2017	Jun. 30, 2018	Dec. 31, 2017
Business Acquisition [Line Items]
Goodwill	[1]		$ 37,954	$ 37,954
May 2018 Acquisition
Business Acquisition [Line Items]
Consideration transferred		$ 1,514,743
Current assets		66,586
Intangible assets		623,200
Property and equipment, net		846,823
Property and equipment, net		71
Current liabilities		(59,891)
Total estimated fair value of assets acquired and liabilities assumed		1,476,789
Goodwill		37,954
Noncontrolling interest, fair value		$ 166,000

[1] As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition because this transaction was between entities under common control.

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Revenue from Contracts with Customers - Narrative (Details)	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Disaggregation of Revenue [Line Items]
Contract billing cycle	21 days
Gathering
Disaggregation of Revenue [Line Items]
Weighted average remaining term		8 years
Transmission
Disaggregation of Revenue [Line Items]
Weighted average remaining term		15 years

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Revenue from Contracts with Customers - Schedule of Disaggregated Revenue Information, by Business Segment (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2018
Disaggregation of Revenue [Line Items]
Total operating revenues	$ 269,761	$ 556,323
Firm reservation fee revenues | Firm reservation fee revenues
Disaggregation of Revenue [Line Items]
Total operating revenues	193,924	401,632
Volumetric based fee revenues
Disaggregation of Revenue [Line Items]
Total operating revenues	75,837	154,691
Volumetric based fee revenues | Usage fees under firm contracts
Disaggregation of Revenue [Line Items]
Total operating revenues	14,784	30,714
Volumetric based fee revenues | Usage fees under interruptible contracts
Disaggregation of Revenue [Line Items]
Total operating revenues	61,053	123,977
Gathering
Disaggregation of Revenue [Line Items]
Total operating revenues	180,616	360,244
Gathering | Firm reservation fee revenues | Firm reservation fee revenues
Disaggregation of Revenue [Line Items]
Total operating revenues	111,702	221,635
Gathering | Volumetric based fee revenues
Disaggregation of Revenue [Line Items]
Total operating revenues	68,914	138,609
Gathering | Volumetric based fee revenues | Usage fees under firm contracts
Disaggregation of Revenue [Line Items]
Total operating revenues	9,956	22,064
Gathering | Volumetric based fee revenues | Usage fees under interruptible contracts
Disaggregation of Revenue [Line Items]
Total operating revenues	58,958	116,545
Transmission
Disaggregation of Revenue [Line Items]
Total operating revenues	89,145	196,079
Transmission | Firm reservation fee revenues | Firm reservation fee revenues
Disaggregation of Revenue [Line Items]
Total operating revenues	82,222	179,997
Transmission | Volumetric based fee revenues
Disaggregation of Revenue [Line Items]
Total operating revenues	6,923	16,082
Transmission | Volumetric based fee revenues | Usage fees under firm contracts
Disaggregation of Revenue [Line Items]
Total operating revenues	4,828	8,650
Transmission | Volumetric based fee revenues | Usage fees under interruptible contracts
Disaggregation of Revenue [Line Items]
Total operating revenues	$ 2,095	$ 7,432

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Revenue from Contracts with Customers - Summary of Remaining Performance Obligations (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2018 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total	$ 403,592
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total	883,987
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total	965,784
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total	970,096
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total	966,337
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total	5,580,726
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total	9,770,522
Transmission | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total	$ 179,786
Remaining performance obligations, expected timing	6 months
Transmission | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total	$ 347,061
Remaining performance obligations, expected timing	1 year
Transmission | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total	$ 347,261
Remaining performance obligations, expected timing	1 year
Transmission | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total	$ 341,769
Remaining performance obligations, expected timing	1 year
Transmission | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total	$ 338,010
Remaining performance obligations, expected timing	1 year
Transmission | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total	$ 2,602,572
Remaining performance obligations, expected timing
Transmission | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total	$ 4,156,459
Time-and-materials Contract | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total	$ 223,806
Remaining performance obligations, expected timing	6 months
Time-and-materials Contract | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total	$ 471,226
Remaining performance obligations, expected timing	1 year
Time-and-materials Contract | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total	$ 547,153
Remaining performance obligations, expected timing	1 year
Time-and-materials Contract | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total	$ 557,152
Remaining performance obligations, expected timing	1 year
Time-and-materials Contract | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total	$ 557,152
Remaining performance obligations, expected timing	1 year
Time-and-materials Contract | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total	$ 2,841,279
Remaining performance obligations, expected timing
Time-and-materials Contract | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total	$ 5,197,768
Minimum Volume Commitment Contract | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total	$ 0
Remaining performance obligations, expected timing	6 months
Minimum Volume Commitment Contract | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total	$ 65,700
Remaining performance obligations, expected timing	1 year
Minimum Volume Commitment Contract | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total	$ 71,370
Remaining performance obligations, expected timing	1 year
Minimum Volume Commitment Contract | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total	$ 71,175
Remaining performance obligations, expected timing	1 year
Minimum Volume Commitment Contract | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total	$ 71,175
Remaining performance obligations, expected timing	1 year
Minimum Volume Commitment Contract | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total	$ 136,875
Minimum Volume Commitment Contract | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total	$ 416,295

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Equity and Net Income per Limited Partner Unit - Narrative (Details) - shares		3 Months Ended		6 Months Ended		12 Months Ended
	Jul. 23, 2018	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Class of Stock [Line Items]
Partners' capital account, units issued (in shares)				9,608		0
Number of common units held by parent (in shares)		86,480,648		86,480,648		80,581,758
Number of general partner units held by parent (in shares)		87,923,663		87,923,663		82,024,773
Partners' capital, units acquired (in shares)				5,889,282
Phantom Units
Class of Stock [Line Items]
Weighted average limited partner units outstanding - basic (in shares)		17,369	21,041	20,467	20,506
EQT | EQGP
Class of Stock [Line Items]
General partner's ownership interest (as a percent)				100.00%
Limited Partner Common Units
Class of Stock [Line Items]
Partners' capital account, units issued (in shares)				9,608
Number of general partner units held by parent (in shares)		86,480,648		86,480,648		80,581,758
Partners' capital, units acquired (in shares)				5,889,282
Limited Partner Common Units | EQGP | EQM
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)				24.80%
Limited Partner Common Units | EQT | EQM
Class of Stock [Line Items]
Ownership interest (as a percent)				6.70%
Partners' capital, units acquired (in shares)				5,889,282
Limited Partner Common Units | EQT | EQGP
Class of Stock [Line Items]
Ownership interest (as a percent)				91.30%
General Partner Units
Class of Stock [Line Items]
Partners' capital account, units issued (in shares)				0
Number of general partner units held by parent (in shares)		1,443,015		1,443,015		1,443,015
Partners' capital, units acquired (in shares)				0
General Partner Units | EQGP | EQM
Class of Stock [Line Items]
Number of general partner units held by parent (in shares)		1,443,015		1,443,015
General partner's ownership interest (as a percent)				1.60%
EQM-RMP Merger | Subsequent Event | EQT | EQM
Class of Stock [Line Items]
Consideration transferred, common units (in shares)	9,544,530

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Equity and Net Income per Limited Partner Unit - Summary of Units Issued (Details) - shares	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Increase (Decrease) in Partners' Capital
Balance at January 1, 2018	82,024,773
Common units issued (in shares)	9,608	0
May 2018 Acquisition consideration	5,889,282
Balance at June 30, 2018	87,923,663	82,024,773
Limited Partner Common Units
Increase (Decrease) in Partners' Capital
Balance at January 1, 2018	80,581,758
Common units issued (in shares)	9,608
May 2018 Acquisition consideration	5,889,282
Balance at June 30, 2018	86,480,648	80,581,758
General Partner Units
Increase (Decrease) in Partners' Capital
Balance at January 1, 2018	1,443,015
Common units issued (in shares)	0
May 2018 Acquisition consideration	0
Balance at June 30, 2018	1,443,015	1,443,015

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Financial Information by Business Segment (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018		Jun. 30, 2017		Mar. 31, 2018	Dec. 31, 2017	Mar. 31, 2017	Dec. 31, 2016
Revenues from external customers (including affiliates):
Total operating revenues	[1],[2]	$ 269,761	$ 196,815	$ 556,323		$ 396,887
Operating income:
Total operating income	[1]	182,273	141,288	392,606		286,596
Reconciliation of operating income to net income:
Equity income	[1],[3]	10,938	5,111	19,749	[4]	9,388	[4]
Other income	[1]	944	1,402	1,842		2,939
Net interest expense	[1],[5]	20,683	8,662	31,399		16,588
Net income	[1]	173,472	139,139	382,798	[4],[6]	282,335	[4],[6]
Segment assets:
Total assets	[7]	6,562,425		6,562,425					$ 5,147,576
Depreciation:
Total	[1]	28,076	21,400	55,461	[4]	41,947	[4]
Expenditures for segment assets:
Accrued capital expenditures		62,300	31,200	62,300		31,200		$ 60,300	66,000	$ 34,000	$ 26,700
Operating Segments
Segment assets:
Total assets		5,756,189		5,756,189					4,968,538
Depreciation:
Total		28,076	21,400	55,461		41,947
Expenditures for segment assets:
Total		167,061	83,686	299,188		153,913
Headquarters, including cash
Segment assets:
Total assets		806,236		806,236					179,038
Gathering | Operating Segments
Revenues from external customers (including affiliates):
Total operating revenues		180,616	112,145	360,244		214,474
Operating income:
Total operating income		121,631	83,425	252,513		157,129
Segment assets:
Total assets		3,250,242		3,250,242					3,020,491
Depreciation:
Total		15,646	9,555	30,590		18,415
Expenditures for segment assets:
Total		139,099	53,708	252,297		102,546
Transmission | Operating Segments
Revenues from external customers (including affiliates):
Total operating revenues		89,145	84,670	196,079		182,413
Operating income:
Total operating income		60,642	57,863	140,093		129,467
Segment assets:
Total assets		2,505,947		2,505,947					$ 1,948,047
Depreciation:
Total		12,430	11,845	24,871		23,532
Expenditures for segment assets:
Total		$ 27,962	$ 29,978	$ 46,891		$ 51,367

[1] As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of Rice Olympus Midstream LLC (ROM), Strike Force Midstream Holdings LLC (Strike Force) and Rice West Virginia Midstream LLC (Rice WV), which were acquired by EQM effective on May 1, 2018 (the May 2018 Acquisition), because this transaction was between entities under common control.

[2] Operating revenues included affiliate revenues from EQT Corporation and subsidiaries (collectively, EQT) of $180.4 million and $148.2 million for the three months ended June 30, 2018 and 2017, respectively, and $361.6 million and $291.6 million for six months ended June 30, 2018 and 2017, respectively. See Note F.

[3] Represents equity income from Mountain Valley Pipeline, LLC (the MVP Joint Venture). See Note G.

[4] As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition because this transaction was between entities under common control.

[5] Net interest expense included interest income on the Preferred Interest in EES of $1.7 million and $1.7 million for the three months ended June 30, 2018 and 2017, respectively, and $3.3 million and $3.4 million for the six months ended June 30, 2018 and 2017, respectively.

[6] As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition because this transaction was between entities under common control.

[7] As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition because this transaction was between entities under common control.

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Investment in Unconsolidated Entity - Narrative (Details) $ in Thousands		1 Months Ended		6 Months Ended
		Jul. 31, 2018 USD ($)	May 31, 2018 USD ($)	Jun. 30, 2018 USD ($) mi	Jun. 30, 2017 USD ($)	Sep. 30, 2018 USD ($)	Dec. 31, 2017 USD ($)
Schedule of Equity Method Investments [Line Items]
Capital call notice paid in July 2018	[1]			$ 182,805	$ 59,940
Capital call notice expected to be paid	[2]			$ 445,933			$ 105,734
Variable Interest Entity, Not Primary Beneficiary | MVP Joint Venture
Schedule of Equity Method Investments [Line Items]
Ownership interest				45.50%
Capital contribution payable to MVP Joint Venture			$ 445,900
Maximum financial statement exposure				$ 1,094,000
MVP
Schedule of Equity Method Investments [Line Items]
Length of pipeline (in miles) | mi				300
MVP | Variable Interest Entity, Not Primary Beneficiary
Schedule of Equity Method Investments [Line Items]
Issuance of performance guarantee				$ 91,000
Beneficial Owner | MVP Joint Venture
Schedule of Equity Method Investments [Line Items]
Percentage of ownership interest				66.67%
Scenario, Forecast | Variable Interest Entity, Not Primary Beneficiary | MVP Joint Venture
Schedule of Equity Method Investments [Line Items]
Capital call notice expected to be paid						$ 252,500
Subsequent Event | Variable Interest Entity, Not Primary Beneficiary | MVP Joint Venture
Schedule of Equity Method Investments [Line Items]
Capital call notice paid in July 2018		$ 193,400

[1] As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition because this transaction was between entities under common control.

[2] As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition because this transaction was between entities under common control.

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Investment in Unconsolidated Entity - Schedule of Unaudited Condensed Financial Statements for the Investment in Unconsolidated Equity (Details) - MVP Joint Venture - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Condensed Consolidated Balance Sheets
Current assets	$ 1,161,641		$ 1,161,641		$ 330,271
Noncurrent assets	1,334,266		1,334,266		747,728
Total assets	2,495,907		2,495,907		1,077,999
Current liabilities	290,855		290,855		65,811
Equity	2,205,052		2,205,052		1,012,188
Total liabilities and equity	2,495,907		2,495,907		$ 1,077,999
Condensed Statements of Consolidated Operations
Net interest income	7,732	$ 2,730	13,915	$ 4,977
AFUDC - equity	16,307	8,503	29,489	15,656
Net income	$ 24,039	$ 11,233	$ 43,404	$ 20,633

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Debt - $1 Billion Facility (Details)		3 Months Ended		6 Months Ended
		Jun. 30, 2018 USD ($)	Jun. 30, 2017 USD ($)	Jun. 30, 2018 USD ($)	Jun. 30, 2017 USD ($)	Sep. 30, 2018 USD ($)	Jul. 01, 2018 USD ($)	Dec. 31, 2017 USD ($)
Debt Instrument [Line Items]
Credit facility borrowings	[1]	$ 0		$ 0				$ 180,000,000
Revolving Credit Facility | $1 Billion Credit Facility
Debt Instrument [Line Items]
Credit facility borrowings		0		0				$ 0
Line of Credit | $1 Billion Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 1,000,000,000		$ 1,000,000,000
Consolidated leverage ratio for certain measurement periods (not more than)		5.00		5.00
Consolidated leverage ratio (not more than)		5.50		5.50
Maximum amount of outstanding short-term loans at any time during the period		$ 338,000,000	$ 0	$ 420,000,000	$ 0
Average daily balance of short-term loans outstanding		$ 122,000,000		$ 211,000,000
Weighted average annual interest rate		3.40%		3.20%
Scenario, Forecast | Line of Credit | $1 Billion Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity						$ 2,000,000,000	$ 1,000,000,000

[1] As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition because this transaction was between entities under common control.

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Debt - 364-Day Facility (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Line of Credit | $1 Billion Credit Facility
Short-term Debt [Line Items]
Maximum borrowing capacity	$ 1,000,000,000		$ 1,000,000,000
Maximum amount of outstanding short-term loans at any time during the period	338,000,000	$ 0	420,000,000	$ 0
Average daily balance of short-term loans outstanding	$ 122,000,000		$ 211,000,000
Weighted average annual interest rate	3.40%		3.20%
Revolving Credit Facility
Short-term Debt [Line Items]
Basis spread above commitment fee			0.10%
Revolving Credit Facility | $500 Million Uncommitted Revolving Loan Agreement
Short-term Debt [Line Items]
Line of credit expiration period			364 days		364 days
Maximum borrowing capacity	$ 500,000,000		$ 500,000,000
Renewal notice period prior to current maturity date			60 days
Short-term debt amount outstanding	0		$ 0		$ 0
Maximum amount of outstanding short-term loans at any time during the period	$ 0		$ 0	100,000,000
Average daily balance of short-term loans outstanding		$ 55,000,000		$ 40,000,000
Weighted average annual interest rate		2.20%		2.10%

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Debt - EQM Term Loan Facility (Details) - USD ($)		3 Months Ended		6 Months Ended
	Apr. 25, 2018	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Line of Credit | $2.5 Billion EQM Term Loan Facility
Short-term Debt [Line Items]
Maximum borrowing capacity	$ 2,500,000,000.0
Write off of Deferred Debt Issuance Cost				$ 3,000,000
Line of credit expiration period	364 days
Maximum amount of outstanding short-term loans at any time during the period		$ 1,825,000,000
Average daily balance of short-term loans outstanding				1,231,000,000
Weighted average annual interest rate		3.30%
Line of Credit | $1 Billion Credit Facility
Short-term Debt [Line Items]
Maximum borrowing capacity		$ 1,000,000,000		1,000,000,000
Maximum amount of outstanding short-term loans at any time during the period		338,000,000	$ 0	420,000,000	$ 0
Average daily balance of short-term loans outstanding		$ 122,000,000		$ 211,000,000
Weighted average annual interest rate		3.40%		3.20%

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Debt - 2018 Senior Notes (Details) - Senior Notes	3 Months Ended
	Jun. 30, 2018 USD ($)
Debt Instrument [Line Items]
Net proceeds from offering	$ 2,465,800,000
Discount	11,800,000
Debt issuance costs	$ 22,400,000
EQM 4.75% Senior Notes Due 2023
Debt Instrument [Line Items]
Interest rate (as a percent)	4.75%
Aggregate principal amount	$ 1,100,000,000
EQM 5.50% Senior Notes Due 2028
Debt Instrument [Line Items]
Interest rate (as a percent)	5.50%
Aggregate principal amount	$ 850,000,000
EQM 6.50% Senior Notes Due 2048
Debt Instrument [Line Items]
Interest rate (as a percent)	6.50%
Aggregate principal amount	$ 550,000,000

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Fair Value Measurements (Details) - USD ($) $ in Millions	Jun. 30, 2018	Dec. 31, 2017
EES | Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Value of preferred interest	$ 117	$ 119
Level 3 | EES | Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Value of preferred interest	125	133
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	3,454	987
Fair Value, Measurements, Recurring | Level 2 | Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Estimated fair value of long-term debt	$ 3,454	$ 1,006

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Distributions (Details) - USD ($) $ / shares in Units, $ in Millions				3 Months Ended		6 Months Ended
		Jul. 26, 2018	Jul. 24, 2018	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	[2]	Jun. 30, 2017	[2]
Distribution Made to Limited Partner [Line Items]
Cash distribution to the company's common and subordinated unitholders declared (in dollars per share)	[1]			$ 1.09	$ 0.935	$ 2.155		$ 1.825
Subsequent Event
Distribution Made to Limited Partner [Line Items]
Cash distribution to the company's common and subordinated unitholders declared (in dollars per share)			$ 1.090
Incentive distribution rights		$ 68.1
Subsequent Event | Limited Partner
Distribution Made to Limited Partner [Line Items]
Cash distribution declared to the limited partner		23.8
Subsequent Event | General Partner Units
Distribution Made to Limited Partner [Line Items]
Cash distribution declared to the general partner		$ 2.4

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

[2] As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of Rice Olympus Midstream LLC (ROM), Strike Force Midstream Holdings LLC (Strike Force) and Rice West Virginia Midstream LLC (Rice WV), which were acquired by EQM effective on May 1, 2018 (the May 2018 Acquisition), because this transaction was between entities under common control.