EQT Midstream Partners, LP	3 Months Ended
Mar. 31, 2015
EQT Midstream Partners, LP
EQT Midstream Partners, LP	EQT Midstream Partners, LP In 2012, the Company formed EQT Midstream Partners, LP (the Partnership) (NYSE: EQM) to own, operate, acquire and develop midstream assets in the Appalachian Basin. The Partnership provides midstream services to the Company and other third parties. The Partnership is consolidated in the Company’s consolidated financial statements. The Company records the noncontrolling interest of the public limited partners in its financial statements. In connection with the Partnership’s initial public offering in 2012, the Partnership issued 17,339,718 subordinated units of the Partnership to the Company. As a result of the Partnership’s payment of its cash distribution for the fourth quarter of 2014 on February 13, 2015, the subordinated units converted, for no additional consideration, into common units representing limited partner interests in the Partnership on a one-for-one basis on February 17, 2015 upon satisfaction of certain conditions for termination of the subordination period set forth in the Partnership’s partnership agreement. On March 10, 2015, the Company and certain subsidiaries of the Company entered into a contribution and sale agreement (Contribution Agreement) with the Partnership and EQM Gathering Opco, LLC (EQM Gathering), an indirect wholly owned subsidiary of the Partnership. Pursuant to the Contribution Agreement, on March 17, 2015, a subsidiary of the Company contributed the Northern West Virginia Marcellus gathering system to EQM Gathering in exchange for total consideration of $925.7 million, consisting of approximately $873.2 million in cash, 511,973 Partnership common units and 178,816 Partnership general partner units (the NWV Gathering Transaction). EQM Gathering is consolidated by the Company as it is still controlled by the Company. On March 17, 2015, the Partnership completed an underwritten public offering of 8,250,000 common units. On March 18, 2015, the underwriters exercised their option to purchase 1,237,500 additional common units on the same terms as the offering. The Partnership received net proceeds of approximately $696.7 million from the offering, including the full exercise of the underwriters’ overallotment option, after deducting the underwriters’ discount and offering expenses of approximately $24.4 million. As of March 31, 2015, the Company held a 2% general partner interest, all incentive distribution rights and a 30.2% limited partner interest in the Partnership. The Company’s limited partner interest in the Partnership consists of 21,811,643 common units. In connection with the March 2015 underwritten public offering by the Partnership, the Company recorded a $122.8 million gain to additional paid-in-capital, a decrease in noncontrolling interest in consolidated subsidiary of $195.8 million and an increase to deferred tax liability of $73.0 million. On March 30, 2015, the Company assigned 100% of the membership interests in MVP Holdco, LLC (MVP Holdco), an indirect wholly owned subsidiary of the Company that owns an approximate 55% interest in Mountain Valley Pipeline, LLC (MVP Joint Venture), to the Partnership in exchange for approximately $54.2 million, which represented the Partnership’s reimbursement to the Company for 100% of the capital contributions made by the Company in relation to MVP Joint Venture as of March 30, 2015. MVP Joint Venture is the Partnership’s joint venture with affiliates of each of NextEra Energy, Inc., WGL Holdings, Inc. and Vega Energy Partners, Ltd. formed to construct, own and operate the Mountain Valley Pipeline, an estimated 300-mile natural gas interstate pipeline spanning from northern West Virginia to southern Virginia. MVP Joint Venture has been determined to be a variable interest entity because MVP Joint Venture has insufficient equity to finance activities during the construction stage of the Mountain Valley Pipeline. The Partnership is not the primary beneficiary because it does not have the power to direct the activities of MVP Joint Venture that most significantly impact its economic performance. The Partnership’s investment in MVP Holdco is accounted for as an equity method investment and is reflected in Equity in Nonconsolidated Investments in the accompanying Condensed Consolidated Balance Sheet as of March 31, 2015. On March 11, 2015, MVP Joint Venture announced that WGL Holdings, Inc. and Vega Energy Partners, Ltd. had acquired 7% and 3% ownership interests, respectively, in MVP Joint Venture. As a result, the Partnership will be reimbursed $8.3 million of capital contributions and this reimbursement has been reflected in the Condensed Consolidated Balance Sheet as a receivable and a corresponding reduction in the investment in MVP Joint Venture to approximately $46.0 million as of March 31, 2015. On April 15, 2015, pursuant to the Contribution Agreement, the Company sold a preferred interest in EQT Energy Supply, LLC, an indirect wholly owned subsidiary of the Company that generates revenue from services provided to a local distribution company, to the Partnership in exchange for total consideration of approximately $124.3 million.

EQT Midstream Partners, LP

In 2012, the Company formed EQT Midstream Partners, LP (the Partnership) (NYSE: EQM) to own, operate, acquire and develop midstream assets in the Appalachian Basin. The Partnership provides midstream services to the Company and other third parties. The Partnership is consolidated in the Company’s consolidated financial statements. The Company records the noncontrolling interest of the public limited partners in its financial statements.

In connection with the Partnership’s initial public offering in 2012, the Partnership issued 17,339,718 subordinated units of the Partnership to the Company. As a result of the Partnership’s payment of its cash distribution for the fourth quarter of 2014 on February 13, 2015, the subordinated units converted, for no additional consideration, into common units representing limited partner interests in the Partnership on a one-for-one basis on February 17, 2015 upon satisfaction of certain conditions for termination of the subordination period set forth in the Partnership’s partnership agreement.

On March 10, 2015, the Company and certain subsidiaries of the Company entered into a contribution and sale agreement (Contribution Agreement) with the Partnership and EQM Gathering Opco, LLC (EQM Gathering), an indirect wholly owned subsidiary of the Partnership. Pursuant to the Contribution Agreement, on March 17, 2015, a subsidiary of the Company contributed the Northern West Virginia Marcellus gathering system to EQM Gathering in exchange for total consideration of $925.7 million, consisting of approximately $873.2 million in cash, 511,973 Partnership common units and 178,816 Partnership general partner units (the NWV Gathering Transaction). EQM Gathering is consolidated by the Company as it is still controlled by the Company.

On March 17, 2015, the Partnership completed an underwritten public offering of 8,250,000 common units. On March 18, 2015, the underwriters exercised their option to purchase 1,237,500 additional common units on the same terms as the offering. The Partnership received net proceeds of approximately $696.7 million from the offering, including the full exercise of the underwriters’ overallotment option, after deducting the underwriters’ discount and offering expenses of approximately $24.4 million. As of March 31, 2015, the Company held a 2% general partner interest, all incentive distribution rights and a 30.2% limited partner interest in the Partnership. The Company’s limited partner interest in the Partnership consists of 21,811,643 common units. In connection with the March 2015 underwritten public offering by the Partnership, the Company recorded a $122.8 million gain to additional paid-in-capital, a decrease in noncontrolling interest in consolidated subsidiary of $195.8 million and an increase to deferred tax liability of $73.0 million.

On March 30, 2015, the Company assigned 100% of the membership interests in MVP Holdco, LLC (MVP Holdco), an indirect wholly owned subsidiary of the Company that owns an approximate 55% interest in Mountain Valley Pipeline, LLC (MVP Joint Venture), to the Partnership in exchange for approximately $54.2 million, which represented the Partnership’s reimbursement to the Company for 100% of the capital contributions made by the Company in relation to MVP Joint Venture as of March 30, 2015. MVP Joint Venture is the Partnership’s joint venture with affiliates of each of NextEra Energy, Inc., WGL Holdings, Inc. and Vega Energy Partners, Ltd. formed to construct, own and operate the Mountain Valley Pipeline, an estimated 300-mile natural gas interstate pipeline spanning from northern West Virginia to southern Virginia. MVP Joint Venture has been determined to be a variable interest entity because MVP Joint Venture has insufficient equity to finance activities during the construction stage of the Mountain Valley Pipeline. The Partnership is not the primary beneficiary because it does not have the power to direct the activities of MVP Joint Venture that most significantly impact its economic performance. The Partnership’s investment in MVP Holdco is accounted for as an equity method investment and is reflected in Equity in Nonconsolidated Investments in the accompanying Condensed Consolidated Balance Sheet as of March 31, 2015. On March 11, 2015, MVP Joint Venture announced that WGL Holdings, Inc. and Vega Energy Partners, Ltd. had acquired 7% and 3% ownership interests, respectively, in MVP Joint Venture. As a result, the Partnership will be reimbursed $8.3 million of capital contributions and this reimbursement has been reflected in the Condensed Consolidated Balance Sheet as a receivable and a corresponding reduction in the investment in MVP Joint Venture to approximately $46.0 million as of March 31, 2015.

On April 15, 2015, pursuant to the Contribution Agreement, the Company sold a preferred interest in EQT Energy Supply, LLC, an indirect wholly owned subsidiary of the Company that generates revenue from services provided to a local distribution company, to the Partnership in exchange for total consideration of approximately $124.3 million.