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 SEPTEMBER 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 001-37380

EQGP Holdings, LP

(Exact name of registrant as specified in its charter)

DELAWARE	30-0855134
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

625 Liberty Avenue, Suite 2000, 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 September 30, 2018, there were 302,458,766 Common Units outstanding.

EQGP HOLDINGS, 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 Nine Months Ended September 30, 2018 and 2017	4
		Statements of Consolidated Cash Flows for the Nine Months Ended September 30, 2018 and 2017	5
		Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017	6
		Statements of Consolidated Equity for the Nine Months Ended September 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	20
Item 3.		Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.		Controls and Procedures	32
Part II.	Other Information:
Item 1.		Legal Proceedings	32
Item 1A.		Risk Factors	34
Item 6.		Exhibits	39
Signature			41

2

Glossary of Commonly Used Terms, Abbreviations and Measurements

adjusted EBITDA – a supplemental non-GAAP (as defined below) financial measure defined by EQM Midstream Partners, LP (formerly known as 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 below) 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.

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

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

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

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

3

PART I.  FINANCIAL INFORMATION

Item 1. Financial Statements

EQGP HOLDINGS, LP AND SUBSIDIARIES

Statements of Consolidated Operations (Unaudited) ⁽¹⁾ 

	Three Months Ended   September 30,					Nine Months Ended   September 30,
	2018			2017		2018			2017
	(Thousands, except per unit amounts)
Operating revenues (2)	$	364,584		$	206,293	$	1,110,307		$	603,180
Operating expenses:
Operating and maintenance (3)	48,092			19,589		118,534			54,721
Selling, general and administrative (3)	31,619			19,301		94,229			54,314
Depreciation	43,567			22,244		126,957			64,191
Amortization of intangible assets	10,387			—		31,160			—
Total operating expenses	133,665			61,134		370,880			173,226
Operating income	230,919			145,159		739,427			429,954
Equity income (4)	16,087			6,025		35,836			15,413
Other income	1,345			637		3,193			3,576
Net interest expense (5)	40,966			9,414		76,661			25,994
Net income	207,385			142,407		701,795			422,949
Net income attributable to noncontrolling interests	109,896			75,463		355,355			231,299
Net income attributable to EQGP Holdings, LP	$	97,489		$	66,944	$	346,440		$	191,650
Calculation of limited partner interest in net income:
Net income attributable to EQGP Holdings, LP	$	97,489		$	66,944	$	346,440		$	191,650
Less pre-acquisition net income allocated to parent	(2,386		)	—		(78,775		)	—
Limited partner interest in net income	$	95,103		$	66,944	$	267,665		$	191,650
Net income per common unit – basic and diluted	$	0.31		$	0.25	$	0.94		$	0.72
Weighted average common units outstanding – basic and diluted	302,490			266,186		284,342			266,185
Cash distributions declared per unit (6)	$	0.315		$	0.228	$	0.879		$	0.629

(1) As discussed in Note A, the consolidated financial statements of EQGP Holdings, LP (formerly known as EQT GP Holdings, LP) (EQGP) 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), and Rice Midstream Partners LP (RMP), which was acquired by EQM effective on July 23, 2018 (the EQM-RMP Merger), because these transactions were between entities under common control.

(2) Operating revenues included affiliate revenues from EQT Corporation and subsidiaries (collectively, EQT) of $276.9 million and $154.2 million for the three months ended September 30, 2018 and 2017, respectively, and $827.8 million and $445.8 million for nine months ended September 30, 2018 and 2017, respectively. See Note F.

(3) Operating and maintenance expense included charges from EQT of $14.0 million and $10.7 million for the three months ended September 30, 2018 and 2017, respectively, and $38.4 million and $29.8 million for the nine months ended September 30, 2018 and 2017, respectively. Selling, general and administrative expense included charges from EQT of $28.3 million and $18.6 million for the three months ended September 30, 2018 and 2017, respectively, and $80.8 million and $52.0 million for the nine months ended September 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 $1.6 million and $1.7 million for the three months ended September 30, 2018 and 2017, respectively, and $5.0 million and $5.1 million for the nine months ended September 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.

4

EQGP HOLDINGS, LP AND SUBSIDIARIES

Statements of Consolidated Cash Flows (Unaudited) ⁽¹⁾ 

	Nine Months Ended   September 30,
	2018			2017
	(Thousands)
Cash flows from operating activities:
Net income	$	701,795		$	422,949
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	126,957			64,191
Amortization of intangible assets	31,160			—
Equity income	(35,836		)	(15,413		)
AFUDC – equity	(3,585		)	(4,128		)
Non-cash long-term compensation expense	1,553			451
Changes in other assets and liabilities:
Accounts receivable	2,193			(1,106		)
Accounts payable	28,172			1,848
Due to/from EQT affiliates	(11,720		)	7,271
Other assets and other liabilities	22,320			3,503
Net cash provided by operating activities	863,009			479,566
Cash flows from investing activities:
Capital expenditures	(616,365		)	(224,591		)
Capital contributions to the MVP Joint Venture	(446,049		)	(103,448		)
May 2018 Acquisition from EQT	(1,193,160		)	—
Principal payments received on the Preferred Interest	3,281			3,103
Net cash used in investing activities	(2,252,293		)	(324,936		)
Cash flows from financing activities:
Proceeds from credit facility borrowings of EQM and RMP	2,524,000			334,000
Payments on credit facility borrowings of EQM and RMP	(2,968,000		)	(229,000		)
Proceeds from EQM's issuance of long-term debt	2,500,000			—
EQM debt discount and issuance costs	(34,249		)	(2,257		)
Net proceeds from / (payments on) the EQGP Working Capital Facility	32			(55		)
Distributions paid to noncontrolling interest unitholders of EQM and RMP	(298,752		)	(157,210		)
Distributions paid to noncontrolling interest in Strike Force Midstream LLC	(750		)	—
Distributions paid to EQGP unitholders	(226,167		)	(153,844		)
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	1,340,446			(208,150		)
Net change in cash and cash equivalents	(48,838		)	(53,520		)
Cash and cash equivalents at beginning of period	54,900			60,453
Cash and cash equivalents at end of period	$	6,062		$	6,933
Cash paid during the period for:
Interest, net of amount capitalized	$	42,655		$	31,093
Non-cash activity during the period for:
(Decrease) increase in capital contribution receivable from EQT	$	(11,758	)	$	758

(1) As discussed in Note A, the consolidated financial statements of EQGP have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition and the EQM-RMP Merger because these transactions were between entities under common control.

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

5

EQGP HOLDINGS, LP AND SUBSIDIARIES

Consolidated Balance Sheets (Unaudited) ⁽¹⁾ 

	September 30,   2018			December 31,   2017
	(Thousands, except number of units)
ASSETS
Current assets:
Cash and cash equivalents	$	6,062		$	54,900
Accounts receivable (net of allowance for doubtful accounts of $717 and $446 as of September 30, 2018 and December 31, 2017, respectively)	58,358			60,551
Accounts receivable – affiliate	167,481			158,720
Other current assets	9,394			14,367
Total current assets	241,295			288,538
Property, plant and equipment	6,127,076			5,516,504
Less: accumulated depreciation	(518,718		)	(405,665		)
Net property, plant and equipment	5,608,358			5,110,839
Investment in unconsolidated entity	1,300,430			460,546
Goodwill	1,384,872			1,384,872
Intangible assets, net	586,500			617,660
Other assets	146,685			137,179
Total assets	$	9,268,140		$	7,999,634
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	134,027		$	105,273
Due to related party	44,285			35,453
Capital contribution payable to MVP Joint Venture	463,733			105,734
Accrued interest	46,165			11,067
Accrued liabilities	16,401			20,995
Total current liabilities	704,611			278,522
Credit facility borrowings of EQM and RMP	22,000			466,000
EQM senior notes	3,455,296			987,352
Regulatory and other long-term liabilities	31,010			29,633
Total liabilities	4,212,917			1,761,507
Equity:
Predecessor equity	—			2,350,913
Predecessor noncontrolling interests	—			1,738,993
Common (302,458,766 and 266,165,000 common units issued and outstanding at September 30, 2018 and December 31, 2017, respectively)	299,927			(1,013,913		)
Noncontrolling interests of EQM	4,755,296			3,162,134
Total equity	5,055,223			6,238,127
Total liabilities and equity	$	9,268,140		$	7,999,634

(1) As discussed in Note A, the consolidated financial statements of EQGP have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition and the EQM-RMP Merger because these transactions were between entities under common control.

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

6

EQGP HOLDINGS, LP AND SUBSIDIARIES

Statements of Consolidated Equity (Unaudited) ⁽¹⁾ 

	Predecessor Equity			Predecessor noncontrolling interests			Common			Noncontrolling interests of EQM			Total Equity
	(Thousands)
Balance at January 1, 2017	$	—		$	—		$	(1,077,100	)	$	3,069,822		$	1,992,722
Net income	—			—			191,650			231,299			422,949
Capital contributions	—			—			2,624			—			2,624
Equity-based compensation plans	—			—			261			190			451
Distributions paid to noncontrolling interest unitholders of EQM	—			—			—			(157,210		)	(157,210		)
Distributions paid to EQGP unitholders	—			—			(153,844		)	—			(153,844		)
Balance at September 30, 2017	$	—		$	—		$	(1,036,409	)	$	3,144,101		$	2,107,692
Balance at January 1, 2018	$	2,350,913		$	1,738,993		$	(1,013,913	)	$	3,162,134		$	6,238,127
Net income	78,775			88,813			267,665			266,542			701,795
Capital contributions	—			—			3,917			—			3,917
Equity-based compensation plans	260			662			350			281			1,553
Distributions paid to noncontrolling interest unitholders of EQM and RMP	(24,513		)	(43,877		)	—			(230,362		)	(298,752		)
Distributions paid to EQGP unitholders	—			—			(226,167		)	—			(226,167		)
Changes in ownership, net (2)	(145		)	145			298,879			(298,879		)	—
Net contributions from EQT	3,660			—			—			—			3,660
Net distributions paid to noncontrolling interest of Strike Force Midstream LLC	—			(750		)	—			—			(750		)
Acquisition of 25% of Strike Force Midstream LLC	—			(176,068		)	1,068			—			(175,000		)
May 2018 Acquisition from EQT (3)	(1,436,297		)	—			243,137			—			(1,193,160		)
EQM-RMP Merger (3)	(972,653		)	(1,607,918		)	724,991			1,855,580			—
Balance at September 30, 2018	$	—		$	—		$	299,927		$	4,755,296		$	5,055,223

(1) As discussed in Note A, the consolidated financial statements of EQGP have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition and the EQM-RMP Merger because these transactions were between entities under common control.

(2) EQGP recorded an increase to common units and a corresponding decrease to noncontrolling interests to reflect the change in the noncontrolling interest's ownership in EQM's net assets. See Note B.

(3) 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. 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.

7

EQGP HOLDINGS, LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

A. Financial Statements

Organization and Basis of Presentation

EQGP owns EQT's partnership interests in EQM, a growth-oriented Delaware limited partnership. EQM Midstream Services, LLC (formerly known as EQT Midstream Services, LLC) (EQM General Partner), is a direct wholly owned subsidiary of EQGP and is the general partner of EQM. EQGP Services, LLC (formerly known as EQT GP Services, LLC) (EQGP General Partner), is an indirect wholly owned subsidiary of EQT and is the general partner of EQGP. EQGP was formed under the name EQT GP Holdings, LP and changed its name to EQGP Holdings, LP in October 2018.

EQGP has no independent operations or material assets other than its partnership interests in EQM (see Note K). EQGP's financial statements differ from those of EQM primarily as a result of noncontrolling interest ownership attributable to the publicly held limited partner interests in EQM and additional expenses incurred by EQGP, which include selling, general and administrative expenses and net interest expense or income.

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 EQGP as of September 30, 2018 and December 31, 2017, the results of its operations for the three and nine months ended September 30, 2018 and 2017, and its cash flows and equity for the nine months ended September 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.

EQGP's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition and the EQM-RMP Merger because these transactions were 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 and the EQM-RMP Merger at their carrying amounts to EQT on the effective dates of the transactions. 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 and the EQM-RMP Merger had 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 nine months ended September 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 and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in EQGP's Annual Report on Form 10-K for the year ended December 31, 2017.

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. EQGP 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. EQGP does not expect the standard to have a significant effect on its results of operations, liquidity or financial position. EQGP 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, the presentation and disclosure requirements for financial instruments and eliminates the cost method of accounting for equity investments. EQGP adopted this standard in the first quarter of 2018 with no significant effect on its financial statements or related disclosures.

8

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. In July 2018, the FASB also targeted improvements to this ASU in ASU 2018-11. This update provides entities with an optional transition method, which permits an entity to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. EQGP has elected to utilize the optional transition method. 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. EQGP is utilizing a lease accounting system to document its current population of contracts classified as leases, which will be updated as EQGP's lease population changes. EQGP continues to evaluate new business processes and related internal controls and is assessing and documenting the accounting impacts related to the new standard. Although the evaluation is ongoing, EQGP expects that the adoption will impact its financial statements as the standard requires recognition on the balance sheet of a right of use asset and corresponding lease liability.

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 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. EQGP 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. Instead, a company would record an impairment charge based on the excess of a reporting unit’s carrying value over its fair value. The standard’s provisions are to be applied prospectively. EQGP adopted this standard in the first quarter of 2018 with no significant effect on its financial statements or related disclosures.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement, Changes to the Disclosure Requirements for Fair Value Measurement, which makes a number of changes to the hierarchy associated with Level 1, 2 and 3 fair value measurements and the related disclosure requirements. This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. EQGP is currently evaluating the effect this standard will have on its financial statements and related disclosures but does not expect the adoption of this standard to have a material impact on its financial statements and 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.

EQM-RMP Merger

On April 25, 2018, EQM entered into an Agreement and Plan of Merger (the Merger Agreement) with 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. 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 IDRs 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 of which 9,544,530

9

EQM common units were received by an indirect wholly owned subsidiary of EQT. As a result of the EQM-RMP Merger, RMP's common units are no longer publicly traded.

As a result of the recast, EQM recognized approximately $1,384.9 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 RMP, ROM, Strike Force and Rice WV over the sum of the fair value amounts allocated to the assets and liabilities of RMP, ROM, Strike Force and Rice WV. Goodwill was 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 RMP, 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 RMP, ROM, Strike Force and Rice WV (1)	$	4,014,984
Estimated Fair Value of Assets Acquired and Liabilities Assumed:
Current assets (2)	132,459
Intangible assets (3)	623,200
Property and equipment, net (4)	2,265,900
Other non-current assets	118
Current liabilities (2)	(116,242		)
RMP $850 Million Facility (5)	(266,000		)
Other non-current liabilities (5)	(9,323		)
Total estimated fair value of assets acquired and liabilities assumed	2,630,112
Goodwill	$	1,384,872

(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.

(5) The estimated fair value of long-term liabilities was determined utilizing observable market inputs where available or estimated based on their then current carrying values.

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 nine months ended September 30, 2018 was $10.4 million and $31.2 million, respectively. As of September 30, 2018 and December 31, 2017, accumulated amortization was $36.7 million and $5.5 million, respectively. There was no amortization expense recognized for the three and nine months ended September 30, 2017. The estimated annual amortization expense over the next five years is $41.5 million.

As a result of the recast, EQM recognized a liability for AROs related to dismantling, reclaiming and disposing of the water services assets. Based on an estimate of the timing and amount of their settlement, EQM recorded a liability and capitalized a corresponding amount to asset retirement costs. The liability was estimated using the present value of expected future cash flows, adjusted for inflation and discounted at EQM's credit-adjusted, risk-free rate. The current portion of the AROs was recorded in regulatory and other long-term liabilities on the consolidated balance sheets. The following table presents a reconciliation of the AROs for the periods from November 13, 2017 through September 30, 2018.

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	Asset Retirement Obligations
	(Thousands)
Balance at November 13, 2017	$	9,286
Accretion expense	35
Balance at December 31, 2017	$	9,321
Accretion expense	321
Balance at September 30, 2018	$	9,642

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.

Investment in RMP IDRs

On May 22, 2018, pursuant to an Incentive Distribution Rights Purchase and Sale Agreement dated April 25, 2018, by and among EQT, Rice Midstream GP Holdings LP (Rice Midstream GP Holdings), a wholly owned subsidiary of EQT that owned the RMP IDRs, and EQGP (the IDR Purchase Agreement), EQGP acquired all of the issued and outstanding RMP IDRs in exchange for 36,293,766 EQGP common units (the IDR Transaction). The IDR Purchase Agreement provided for the forfeiture of a portion of the EQGP common units if the EQM-RMP Merger was not complete by December 31, 2018. The investment in RMP IDRs was a transfer of financial assets between entities under common control. The fair value of $865 million was based on a discounted cash flow model, which is a Level 2 measurement. Pursuant to the terms of the Merger Agreement, the RMP IDRs were canceled at the completion of the EQM-RMP Merger and the value of the RMP IDRs will be realized through the EQM IDRs.

C. Revenue from Contracts with Customers

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

For the three and nine months ended September 30, 2018 and 2017, all revenues recognized on EQM's statements of consolidated operations are from contracts with customers. As of September 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.

Gathering, Transmission and Storage Service Contracts. 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 can also be charged under firm contracts for each firm volume actually transported, gathered or stored as well as for 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 gathered, transported or stored and generally 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 revenue is generally satisfied upon EQM's monthly billing to the customer for 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 (MVCs), which specify minimum quantities for which a customer will be charged regardless of 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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Water Service Contracts. EQM's water service revenues represent fees charged by EQM for the delivery of fresh water to a customer at a specified delivery point and for the collection and recycling or disposal of flowback and produced water. All of EQM’s water service revenues are generated pursuant to variable price per volume contracts with customers. For fresh water service contracts, the only performance obligation in each contract is for EQM to provide water (usually a minimum daily volume of water) to the customer at a designated delivery point. For flowback and produced water, the performance obligation is collection and disposition of the water which typically occur within the same day. For all water service arrangements, the customer is typically invoiced on a monthly basis with payment due 21 days after the receipt of the invoice.

Summary of Disaggregated Revenues. The tables below provide disaggregated revenue information by EQM business segment.

	Three Months Ended September 30, 2018
	Gathering		Transmission		Water		Total
	(Thousands)
Firm reservation fee revenues	$	112,598	$	82,669	$	—	$	195,267
Volumetric based fee revenues:
Usage fees under firm contracts (1)	8,661		5,331		—		13,992
Usage fees under interruptible contracts (2)	131,602		1,350		—		132,952
Total volumetric based fee revenues	140,263		6,681		—		146,944
Water service revenues	—		—		22,373		22,373
Total operating revenues	$	252,861	$	89,350	$	22,373	$	364,584
	Nine Months Ended September 30, 2018
	Gathering		Transmission		Water		Total
	(Thousands)
Firm reservation fee revenues	$	334,233	$	262,666	$	—	$	596,899
Volumetric based fee revenues:
Usage fees under firm contracts (1)	30,725		13,981		—		44,706
Usage fees under interruptible contracts (2)	366,482		8,782		—		375,264
Total volumetric based fee revenues	397,207		22,763		—		419,970
Water service revenues	—		—		93,438		93,438
Total operating revenues	$	731,440	$	285,429	$	93,438	$	1,110,307

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

(2) Includes volumes from contracts under which EQM has agreed to hold capacity available without charging 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 September 30, 2018.

		2018 (1)		2019		2020		2021		2022		Thereafter		Total
	(Thousands)
Gathering firm reservation fees		$	113,018	$	476,270	$	552,197	$	562,196	$	562,196	$	2,834,111	$	5,099,988
Gathering revenues supported by MVCs		—		65,700		71,370		71,175		71,175		136,875		416,295
Transmission firm reservation fees		94,077		346,893		344,328		339,588		334,522		2,477,808		3,937,216
Total		$	207,095	$	888,863	$	967,895	$	972,959	$	967,893	$	5,448,794	$	9,453,499

(1) October 1 through December 31

Based on total projected contractual revenues, including projected contractual revenues from additional pipeline capacity that will result from expansion projects that are not yet fully constructed, 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.

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D. Equity and Net Income per Limited Partner Unit

EQGP Equity. As of September 30, 2018, EQT indirectly held 276,008,766 EQGP common units, representing a 91.3% limited partner interest, and the entire non-economic general partner interest in EQGP.

Net Income per Limited Partner Unit. Net income attributable to the May 2018 Acquisition and the EQM-RMP Merger for the periods prior to May 1, 2018 and July 23, 2018, respectively, 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 EQM unitholders. The weighted average phantom unit awards included in the calculation of basic weighted average limited partner units outstanding was 31,602 and 20,750 for the three months ended September 30, 2018 and 2017, respectively, and 30,142 and 19,706 for the nine months ended September 30, 2018 and 2017, respectively.

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

	EQM Limited Partner Common Units	EQM 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
Common units issued with the EQM-RMP Merger	33,975,777	—	33,975,777
Balance at September 30, 2018	120,456,425	1,443,015	121,899,440

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

As of September 30, 2018, EQGP owned 21,811,643 EQM common units, representing a 17.9% limited partner interest, 1,443,015 EQM general partner units, representing a 1.2% general partner interest, and all of the IDRs in EQM. As of September 30, 2018, EQT owned 15,433,812 EQM common units, representing a 12.7% limited partner interest in EQM.

E. Financial Information by Business Segment

Prior to the EQM-RMP Merger, all of EQM's operating activities were conducted through two business segments: Gathering and Transmission. Following the EQM-RMP Merger, EQM adjusted its internal reporting structure to incorporate the newly acquired assets consistent with how EQM's chief operating decision maker reviews its business operations. EQM now conducts its business through three business segments: Gathering, Transmission and Water. Gathering primarily includes high pressure gathering lines and the FERC-regulated low pressure gathering system. Transmission includes EQM's FERC-regulated interstate pipeline and storage business. Water includes water pipelines, impoundment facilities, pumping stations, take point facilities and measurement facilities. EQM has recast the corresponding segment information for the period in which RMP was under the common control of EQT, which began on November 13, 2017.

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	Three Months Ended   September 30,						Nine Months Ended   September 30,
	2018			2017			2018			2017
	(Thousands)
Revenues from external customers (including affiliates):
Gathering	$	252,861		$	116,522		$	731,440		$	330,996
Transmission	89,350			89,771			285,429			272,184
Water	22,373			—			93,438			—
Total operating revenues	$	364,584		$	206,293		$	1,110,307		$	603,180
Operating income (loss):
Gathering	$	177,902		$	85,932		$	510,755		$	243,061
Transmission	58,691			59,770			198,784			189,237
Water	(3,093		)	—			35,627			—
Headquarters	(2,581		)	(543		)	(5,739		)	(2,344		)
Total operating income	$	230,919		$	145,159		$	739,427		$	429,954
Reconciliation of operating income to net income:
Equity income (1)	16,087			6,025			35,836			15,413
Other income	1,345			637			3,193			3,576
Net interest expense	40,966			9,414			76,661			25,994
Net income	$	207,385		$	142,407		$	701,795		$	422,949

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

	September 30,   2018		December 31,   2017
	(Thousands)
Segment assets:
Gathering	$	6,131,380	$	5,656,094
Transmission (1)	2,833,519		1,947,566
Water	177,126		208,273
Total operating segments	9,142,025		7,811,933
Headquarters, including cash	126,115		187,701
Total assets	$	9,268,140	$	7,999,634

(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 conform with this presentation.

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	Three Months Ended   September 30,				Nine Months Ended   September 30,
	2018		2017		2018		2017
	(Thousands)
Depreciation:
Gathering	$	25,359	$	9,983	$	72,309	$	28,398
Transmission	12,357		12,261		37,228		35,793
Water	5,851		—		17,420		—
Total	$	43,567	$	22,244	$	126,957	$	64,191
Expenditures for segment assets:
Gathering	$	194,477	$	48,182	$	515,072	$	150,728
Transmission	37,626		22,312		84,517		73,679
Water	7,981		—		17,358		—
Total (1)	$	240,084	$	70,494	$	616,947	$	224,407

(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 $91.3 million, $84.6 million and $90.7 million at September 30, 2018, June 30, 2018 and December 31, 2017, respectively. Accrued capital expenditures were approximately $26.5 million, $31.2 million and $26.7 million at September 30, 2017, June 30, 2017 and December 31, 2016, respectively.

F. Related Party Transactions 

In the ordinary course of business, EQGP and EQM engage in transactions with EQT and its affiliates including, but not limited to, gas gathering agreements, transportation service and precedent agreements, storage agreements and water services agreements. EQGP and EQM each have an omnibus agreement with EQT. Pursuant to the omnibus agreements, EQT performs centralized corporate, general and administrative services for EQGP and EQM. In exchange, EQGP and EQM reimburse EQT for the expenses incurred by EQT in providing these services. EQM's 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 EQGP and EQM reimburse EQT and its affiliates may not necessarily reflect the actual expenses that EQGP and EQM would incur on a stand-alone basis. EQGP and EQM are unable to estimate what those expenses would be on a stand-alone basis.

In connection with the completion of the Rice Merger, RMP, EQT and other affiliates entered into an amended and restated omnibus agreement (the Amended RMP Omnibus Agreement). Pursuant to the Amended RMP Omnibus Agreement, EQT performed centralized corporate general and administrative services for RMP. In exchange, RMP reimbursed EQT for the expenses incurred by EQT in providing these services. Following the completion of the EQM-RMP Merger, RMP reimburses EQT for the expenses incurred by EQT providing services to RMP and its subsidiaries under the EQM Omnibus Agreement. The Amended RMP Omnibus Agreement continues in existence for purposes of certain indemnification obligations that survived the merger.

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 September 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 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. As of September 30, 2018, EQM had a 32.7% ownership interest in the MVP Southgate project and will operate the pipeline.

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In September 2018, the MVP Joint Venture issued a capital call notice to MVP Holdco, LLC (MVP Holdco), a direct wholly owned subsidiary of EQM, for $456.0 million, of which $175.2 million was paid as of October 2018, and $280.8 million is expected to be paid in the fourth quarter of 2018. In addition, in September 2018, the MVP Joint Venture issued a capital call notice to MVP Holdco for $7.7 million for funding of the MVP Southgate project that is expected to be paid in the fourth quarter of 2018. The capital contribution payables have been reflected on the consolidated balance sheet as of September 30, 2018 with corresponding increases to EQM's investment in the MVP Joint Venture.

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

As of September 30, 2018, EQM had issued a $91 million performance guarantee in favor of the MVP Joint Venture. The guarantee provides performance assurances of MVP Holdco's obligations to fund its proportionate share of the MVP construction budget. As of September 30, 2018, EQM's maximum financial statement exposure related to the MVP Joint Venture was approximately $1,391 million, which consists of the investment in unconsolidated entity balance on the consolidated balance sheet as of September 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

	September 30,   2018		December 31,   2017
	(Thousands)
Current assets	$	1,260,789	$	330,271
Noncurrent assets	2,330,467		747,728
Total assets	$	3,591,256	$	1,077,999
Current liabilities	$	726,528	$	65,811
Equity	2,864,728		1,012,188
Total liabilities and equity	$	3,591,256	$	1,077,999

Condensed Statements of Consolidated Operations

	Three Months Ended   September 30,				Nine Months Ended   September 30,
	2018		2017		2018		2017
	(Thousands)
Net interest income	$	11,958	$	3,227	$	25,873	$	8,205
AFUDC - equity	23,417		10,055		52,906		25,710
Net income	$	35,375	$	13,282	$	78,779	$	33,915

H. Debt

EQGP Working Capital Facility. EQGP has a Working Capital Loan Agreement with EQT (the Working Capital Facility) that provides for interest bearing loans of up to $50 million outstanding at any one time. EQGP had approximately $0.2 million of borrowings outstanding under the Working Capital Facility as of September 30, 2018 and December 31, 2017, which were included in due to related party on the consolidated balance sheets. The maximum amounts of EQGP's outstanding borrowings under the Working Capital Facility was $0.2 million and $0.3 million during the nine months ended September 30, 2018 and 2017, respectively, and interest was incurred at weighted average annual interest rates of approximately 3.3% and 2.4%, respectively. EQGP expects the Working Capital Facility to be terminated at or prior to the proposed separation of EQT's production and midstream businesses (the Separation).

EQM $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

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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 $22 million in borrowings and $1 million of letters of credit outstanding under its credit facility as of September 30, 2018. EQM had $180 million in borrowings and no letters of credit outstanding under its credit facility as of December 31, 2017. During the three and nine months ended September 30, 2018, the maximum amount of EQM's outstanding borrowings under the credit facility at any time was $74 million and $420 million, respectively, and the average daily balance was approximately $22 million and $147 million, respectively. EQM incurred interest at weighted average annual interest rates of approximately 3.7% and 3.2% for the three and nine months ended September 30, 2018, respectively. During the three and nine months ended September 30, 2017, the maximum amount of EQM's outstanding borrowings under the credit facility at any time was $177 million and the average daily balances were approximately $95 million and $32 million, respectively. Interest was incurred at a weighted average annual interest rate of approximately 2.7% for the three and nine months ended September 30, 2017. Prior to the Separation, EQM intends to increase its borrowing capacity from $1 billion up to $3 billion.

EQM 364-Day Facility. EQM has a $500 million, 364-day, uncommitted revolving loan agreement with EQT. 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 September 30, 2018 and December 31, 2017. There were no borrowings outstanding at any time during the three and nine months ended September 30, 2018. During the three and nine months ended September 30, 2017, the maximum amount of EQM's outstanding borrowings under the credit facility at any time was $40 million and $100 million, respectively, and the average daily balances were approximately $11 million and $30 million, respectively. EQM incurred interest at weighted average annual interest rates of approximately 2.4% and 2.2% for the three and nine months ended September 30, 2017, respectively. EQM expects EQT to terminate the 364-Day Facility at or prior to 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.

RMP $850 Million Facility. RM Operating LLC(formerly known asRice Midstream OpCo LLC) (Rice Midstream OpCo), a wholly owned subsidiary of RMP, had an$850million credit facility. The RMP$850Million Facility was available for general partnership purposes, including to purchase assets, and to fund working capital requirements and capital expenditures, pay dividends and repurchase units. The RMP$850Million Facility was secured by mortgages and other security interests on substantially all of RMP's properties and was guaranteed by RMP and its restricted subsidiaries.

As of December 31, 2017, Rice Midstream OpCo had $286 million of borrowings and $1 million of letters of credit outstanding under the RMP $850Million Facility. For the periods from July 1, 2018 through July 23, 2018 and from January 1, 2018 through July 23, 2018, the maximum amounts of RMP's outstanding borrowings under the RMP $850Million Facility at any time were $260 million and $375 million, respectively, and the average daily outstanding balances under the RMP $850Million Facility were approximately $249 million and $300 million, respectively. Interest was incurred on the RMP $850Million Facility at weighted average annual interest rates of 4.1% and 3.8% for the periods from July 1, 2018 through July 23, 2018 and from January 1, 2018 through July 23, 2018, respectively.

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 RMP $850Million Facilityand the RMP $850Million Facility was terminated.

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 balances outstanding under the EQM

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Term Loan Facility and the RMP$850Million Facility, 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 September 30, 2018, EQGP and EQM were 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 September 30, 2018 and December 31, 2017, the estimated fair value of EQM's senior notes was approximately $3,532 million and $1,006 million, respectively, and the carrying value of EQM's senior notes was approximately $3,455 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 September 30, 2018 and December 31, 2017, the estimated fair value of the Preferred Interest was approximately $122 million and $133 million, respectively, and the carrying value of the Preferred Interest was approximately $116 million and $119 million, respectively.

J. Distributions

The following table summarizes the quarterly cash distributions declared by EQM and EQGP to their respective unitholders from January 1, 2017 through September 30, 2018.

Quarter Ended	EQM Distribution per Common Unit		EQM Total Distribution		EQM Total Distribution to EQGP		EQGP Distribution per Common Unit		EQGP Total Distribution
	(Thousands, except per unit amounts)
2017
March 31	$	0.89	$	104,238	$	51,933	$	0.191	$	50,838
June 30	0.935		111,455		56,505		0.21		55,895
September 30	0.98		118,673		61,078		0.228		60,686
December 31	1.025		125,890		65,651		0.244		64,944
2018
March 31	$	1.065	$	132,321	$	69,721	$	0.258	$	68,671
June 30	1.09		201,809		94,286		0.306		92,552
September 30 (1)	1.115		207,735		97,746		0.315		95,275

(1) On October 23, 2018, the Board of Directors of the EQM General Partner declared a cash distribution to EQM's unitholders for the third quarter of 2018 of $1.115per common unit. The cash distribution will be paid on November 14, 2018 to unitholders of record at the close of business on November 2, 2018. Based on the EQM common units outstanding on October 25, 2018, cash distributions to EQGP will be approximately $24.3 million related to its limited partner interest, $2.5 million related to its general partner interest and $71.0 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 third quarter2018 distribution.

On October 23, 2018, the Board of Directors of the EQGP General Partner declared a cash distribution to EQGP's unitholders for the third quarter of 2018 of $0.315 per common unit. The cash distribution will be paid on November 23, 2018 to unitholders of record at the close of business on November 2, 2018.

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K.  Consolidated Variable Interest Entity

EQM is a variable interest entity. Through EQGP's ownership and control of the EQM General Partner, EQGP has the power to direct the activities that most significantly impact EQM's economic performance. In addition, through EQGP's general partner interest, IDRs and limited partner interest in EQM, EQGP has the obligation to absorb EQM's losses and the right to receive benefits from EQM in accordance with its general partner and limited partner ownership percentages and IDRs. Therefore, EQGP consolidates EQM. For additional information, see Note 15 to the consolidated financial statements in EQGP's Annual Report on Form 10-K for the year ended December 31, 2017.

EQGP's only cash-generating assets consist of its partnership interests in EQM. As a result, EQGP'sresults of operations do not differ materially from the results of operations of EQM. For a discussion on the risks associated with EQM's operations, see EQGP's Annual Report on Form 10-K for the year ended December 31, 2017 and this Quarterly Report on Form 10-Q. For further discussion on the effect that EQGP's involvement in EQM has on EQGP's financial position, results of operations and cash flows, see EQGP's Annual Report on Form 10-K for the year ended December 31, 2017. For discussion on related party transactions, see Note 5 to the consolidated financial statements in EQGP's Annual Report on Form 10-K for the year ended December 31, 2017 and Note F to these consolidated financial statements.

The following table presents amounts included in EQGP's consolidated balance sheets that were for the use or obligation of EQM.

Classification	September 30, 2018		December 31, 2017
	(Thousands)
Assets:
Cash and cash equivalents	$	4,712	$	2,557
Accounts receivable	58,358		28,804
Accounts receivable – affiliate	167,481		103,304
Other current assets	9,080		12,662
Net property, plant and equipment	5,608,358		2,804,059
Investment in unconsolidated entity	1,300,430		460,546
Goodwill	1,384,872		—
Intangible assets, net	586,500		—
Other assets	146,400		136,895
Liabilities:
Accounts payable	$	134,026	$	47,040
Due to related party	39,709		31,673
Capital contribution payable to MVP Joint Venture	463,733		105,734
Accrued interest	46,165		10,926
Accrued liabilities	16,401		16,871
Credit facility borrowings of EQM and RMP	22,000		180,000
EQM senior notes	3,455,296		987,352
Regulatory and other long-term liabilities	31,010		20,273

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EQGP HOLDINGS, 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 EQGP and its subsidiaries, including EQM, 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 projects; 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 expected growth of production volumes in EQM's areas of production; 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 structure and timing of any simplification of the midstream structure to address the IDRs, if pursued and implemented; the amounts and timing of EQM's 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 $3 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. EQGP has based these forward-looking statements on current expectations and assumptions about future events. While EQGP 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 EQGP's control. The risks and uncertainties that may affect the operations, performance and results of EQGP's and EQM's business and forward-looking statements include, but are not limited to, those set forth under Item 1A, "Risk Factors" in EQGP'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 EQGP 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 EQGP or EQM. The agreements may contain representations and warranties by EQGP or 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 EQGP or its affiliates as of the date they were made or at any other time.

EXECUTIVE OVERVIEW

For the three months ended September 30, 2018, net income attributable to EQM was $209.9 million compared to $142.9 million for the three months ended September 30, 2017. The increase resulted primarily from higher gathering and water revenues, which were driven mainly by the EQM-RMP Merger and the May 2018 Acquisition, which support production development in the Marcellus and Utica Shales, and higher equity income, partly offset by higher operating expenses and higher net interest expense.

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For the nine months ended September 30, 2018, net income attributable to EQM was $704.1 million compared to $425.3 million for the nine months ended September 30, 2017. The increase primarily resulted from higher gathering, transmission and water revenues, which were driven mainly by the EQM-RMP Merger and the May 2018 Acquisition, which support production development in the Marcellus and Utica Shales, 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 $1.115 per unit on October 23, 2018, which was 2% higher than the second quarter 2018 distribution of $1.09 per unit and 14% higher than the third quarter2017 distribution of $0.98 per unit.

EQGP declared a cash distribution to its unitholders of $0.315 per unit on October 23, 2018, which was 2% higher than the second quarter of 2018 distribution of $0.306 per unit and 38% higher than the third quarter2017 distribution of $0.228 per unit.

Items Affecting the Comparability of EQGP's Financial Results to Those of EQM

The following table reconciles the differences between net income attributable to EQM as reported in EQM's Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2018 and 2017 and net income attributable to EQGP for the same period.

	Three Months Ended   September 30,				Nine Months Ended   September 30,
	2018		2017		2018		2017
	(Thousands)
Net income attributable to EQM	$	209,927	$	142,938	$	704,109	$	425,273
Less:
Net income attributable to noncontrolling interests	109,896		75,463		352,009		231,299
Additional expenses, net	2,542		531		5,660		2,324
Net income attributable to EQGP	$	97,489	$	66,944	$	346,440	$	191,650

Noncontrolling Interests. The common units in EQM not held by EQGP are reflected as noncontrolling interests in the consolidated financial statements. The increases in net income attributable to EQM noncontrolling interests resulted from higher EQM net income for the three and nine months ended September 30, 2018 compared to the three and nine months ended September 30, 2017, as well as additional noncontrolling interests outstanding as a result of the EQM common units issued for the May 2018 Acquisition and the EQM-RMP Merger, partly offset by higher IDRs.

Additional Expenses. As a result of being a publicly traded partnership, EQGP incurs selling, general and administrative expenses separate from and in addition to similar costs incurred by EQM. EQGP also incurs interest expense under its Working Capital Facility and earns interest income on cash on hand. Additional expenses, net increased for the three and nine months ended September 30, 2018 compared to the three and nine months ended September 30, 2017 primarily related to transaction costs associated with the IDR Transaction.

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. EQGP 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. EQGP's three segments are the same as those of EQM as EQGP does not have any operating activities separate from those of EQM. EQGP has reconciled each segment's operating income to EQGP's consolidated operating income and net income in Note E to the consolidated financial statements.

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GATHERING RESULTS OF OPERATIONS

	Three Months Ended September 30,					Nine Months Ended September 30,
	2018 (1)		2017		% Change	2018 (1)		2017		% Change
	(Thousands, except per day amounts)
FINANCIAL DATA
Firm reservation fee revenues	$	112,598	$	104,772	7.5	$	334,233	$	300,901	11.1
Volumetric based fee revenues:
Usage fees under firm contracts (2)	8,661		7,873		10.0	30,725		19,173		60.3
Usage fees under interruptible contracts(3)	131,602		3,877		3,294.4	366,482		10,922		3,255.4
Total volumetric based fee revenues	140,263		11,750		1,093.7	397,207		30,095		1,219.8
Total operating revenues	252,861		116,522		117.0	731,440		330,996		121.0
Operating expenses:
Operating and maintenance	18,850		10,104		86.6	54,551		30,737		77.5
Selling, general and administrative	20,363		10,503		93.9	62,665		28,800		117.6
Depreciation	25,359		9,983		154.0	72,309		28,398		154.6
Amortization of intangible assets	10,387		—		100.0	31,160		—		100.0
Total operating expenses	74,959		30,590		145.0	220,685		87,935		151.0
Operating income	$	177,902	$	85,932	107.0	$	510,755	$	243,061	110.1
OPERATIONAL DATA
Gathered volumes (BBtu per day)
Firm capacity reservation	2,114		1,838		15.0	2,029		1,783		13.8
Volumetric based services (4)	4,437		370		1,099.2	4,291		292		1,369.5
Total gathered volumes	6,551		2,208		196.7	6,320		2,075		204.6
Capital expenditures	$	194,477	$	48,182	303.6	$	515,072	$	150,728	241.7

(1) Includes the pre-acquisition results of the May 2018 Acquisition and the EQM-RMP Merger, which were effective on May 1, 2018 and July 23, 2018, respectively. 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 without charging a capacity reservation fee.

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

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

Gathering revenues increased by $136.3 million for the three months ended September 30, 2018 compared to the three months ended September 30, 2017primarily driven by the EQM-RMP Merger, the May 2018 Acquisition and affiliate and third party production development in the Marcellus and Utica Shales. Firm reservation fee revenues increased primarily as a result of increased affiliate contracted gathering capacity and higher rates on various affiliate wellhead expansion projects in the current period. Usage fees under firm contracts increased due to increased third party volumes gathered in excess of firm contracted capacity. Usage fees under interruptible contracts increased as a result of the EQM-RMP Merger and the May 2018 Acquisition, which added revenues of $69.7 million and $58.4 million, respectively, for the three months ended September 30, 2018.

Operating expenses increased by $44.4 million for the three months ended September 30, 2018 compared to the three months ended September 30, 2017. Operating expenses increased $17.9 million and $24.5 million as a result of the EQM-RMP Merger and the May 2018 Acquisition, respectively. In addition, operating and maintenance expense increased due to higher repairs and maintenance expense consistent with the growth of the business. Selling, general and administrative also increased due to transaction costs of $2.2 million. Depreciation expense also increased as a result of additional assets placed in-service. Amortization of intangible assets relates to the customer contract intangible associated with the May 2018 Acquisition.

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Nine Months Ended September 30, 2018 Compared to Nine Months Ended September 30, 2017

Gathering revenues increased by $400.4 million for the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017primarily driven by the EQM-RMP Merger, the May 2018 Acquisition and affiliate and third party production development in the Marcellus and Utica Shales. Firm reservation fee revenues increased primarily as a result of increased affiliate and third party contracted gathering capacity 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 EQM-RMP Merger and the May 2018 Acquisition, which added revenues of $193.5 million and $161.9 million, respectively, for the nine months ended September 30, 2018.

Operating expenses increased by $132.8 million for the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017. Operating expenses increased $53.2 million and $72.8 million as a result of the EQM-RMP Merger and the May 2018 Acquisition, respectively. In addition, operating and maintenance expense increased due to higher repairs and maintenance expense consistent with the growth of the business. Selling, general and administrative also increased due to transaction costs of $7.5 million. Depreciation expense also increased as a result of 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 customer contract intangible associated with the May 2018 Acquisition.

TRANSMISSION RESULTS OF OPERATIONS

	Three Months Ended September 30,						Nine Months Ended September 30,
	2018		2017		% Change		2018		2017		% Change
	(Thousands, except per day amounts)
FINANCIAL DATA
Firm reservation fee revenues	$	82,669	$	84,438	(2.1	)	$	262,666	$	256,224	2.5
Volumetric based fee revenues:
Usage fees under firm contracts (1)	5,331		3,427		55.6		13,981		9,787		42.9
Usage fees under interruptible contracts	1,350		1,906		(29.2	)	8,782		6,173		42.3
Total volumetric based fee revenues	6,681		5,333		25.3		22,763		15,960		42.6
Total operating revenues	89,350		89,771		(0.5	)	285,429		272,184		4.9
Operating expenses:
Operating and maintenance	10,721		9,485		13.0		27,082		23,984		12.9
Selling, general and administrative	7,581		8,255		(8.2	)	22,335		23,170		(3.6	)
Depreciation	12,357		12,261		0.8		37,228		35,793		4.0
Total operating expenses	30,659		30,001		2.2		86,645		82,947		4.5
Operating income	$	58,691	$	59,770	(1.8	)	$	198,784	$	189,237	5.0
Equity income	$	16,087	$	6,025	167.0		$	35,836	$	15,413	132.5
OPERATIONAL DATA
Transmission pipeline throughput (BBtu per day)
Firm capacity reservation	2,927		2,517		16.3		2,857		2,288		24.9
Volumetric based services (2)	104		21		395.2		62		22		181.8
Total transmission pipeline throughput	3,031		2,538		19.4		2,919		2,310		26.4
Average contracted firm transmission reservation commitments (BBtu per day)	3,658		3,474		5.3		3,801		3,519		8.0
Capital expenditures	$	37,626	$	22,312	68.6		$	84,517	$	73,679	14.7

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(1) Includes fees on volumes transported in excess of firm contracted capacity as well as usage fees 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 September 30, 2018 Compared to Three Months Ended September 30, 2017

Transmission and storage revenues decreased by $0.4 million for the three months ended September 30, 2018 compared to the three months ended September 30, 2017. Firm reservation fee revenues decreased as a result of a third quarter 2017 FERC-approved retroactive negotiated rate adjustment of approximately $3.4 million for the period from October 1, 2016 through June 30, 2017 partially offset by increased affiliate firm capacity and higher contractual rates on existing contracts with third parties in the current period. Usage fees under firm contracts increased primarily due to higher affiliate and third party volumes and increased commodity charges on higher firm contracted volumes. The decrease in usage fees under interruptible contracts primarily relates to lower parking revenue, which does not have associated pipeline throughput.

Operating expenses increased by $0.7 million for the three months ended September 30, 2018 compared to the three months ended September 30, 2017primarily as a result of higher operating and maintenance personnel costs partly offset by lower selling, general and administrative expenses resulting from lower allocations from EQT and professional fees.

The increase in equity income of $10.1 million for the three months ended September 30, 2018 compared to the three months ended September 30, 2017 was related to the increase in the MVP Joint Venture's AFUDC on the MVP.

Nine Months Ended September 30, 2018 Compared to Nine Months Ended September 30, 2017

Transmission and storage revenues increased by $13.2 million for the nine months ended September 30, 2018 compared to the nine months ended September 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 affiliates 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 $3.7 million for the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017consistent with the growth of the business.

Equity income increased $20.4 million for the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017 due to the increase in the MVP Joint Venture's AFUDC on the MVP.

WATER RESULTS OF OPERATIONS

	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017		% Change	2018		2017		% Change
	(Thousands)
FINANCIAL DATA
Water services revenues	$	22,373		$	—	100.0	$	93,438	$	—	100.0
Operating expenses:
Operating and maintenance	18,521			—		100.0	36,901		—		100.0
Selling, general and administrative	1,094			—		100.0	3,490		—		100.0
Depreciation	5,851			—		100.0	17,420		—		100.0
Total operating expenses	25,466			—		100.0	57,811		—		100.0
Operating (loss) income	$	(3,093	)	$	—	100.0	$	35,627	$	—	100.0
OPERATIONAL DATA
Water services volumes (MMgal)	449			—		100.0	1,740		—		100.0
Capital expenditures	$	7,981		$	—	100.0	$	17,358	$	—	100.0

This table sets forth selected financial and operational data for the water segment. EQT acquired the water assets that constitute EQM's water segment on November 13, 2017 as part of the Rice Merger.

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The water segment provides fresh water for well completion operations in the Marcellus and Utica Shales and collects flowback and produced water for recycling or disposal. Substantially all of EQM's water services are provided to EQT 's Production business. EQM offers its water services on a volumetric basis, supported by an acreage dedication from EQT for certain drilling areas. The fee EQM charges per gallon of water is tiered and thus is lower on a per gallon basis once certain volumetric thresholds are met. During the three and nine months ended September 30, 2018, operating expenses were composed of customary expenses for a water business, including water procurement costs. The operating loss for the three months ended September 30, 2018 was due to timing of costs related to activities on drilling pads.

Other Income Statement Items

The increase in net interest expense of $31.6 million for the three months ended September 30, 2018 compared to the three months ended September 30, 2017 was primarily due to increased interest of $33.7 million on the 2018 Senior Notes, partly offset by increased capitalized interest and AFUDC - debt. The increase in net interest expense of $50.7 million for the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017 was primarily due to increased interest of $35.9 million on the 2018 Senior Notes, $17.1 million on higher borrowings under the credit facilities as well as interest and deferred issuance costs on the EQM Term Loan, partly offset by higher capitalized interest and AFUDC - debt.

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

EQM's Non-GAAP Financial Measure

Adjusted EBITDA is a non-GAAP supplemental financial measure 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 provides useful information to investors in assessing its financial condition and results of operations. Adjusted EBITDA should not be considered as an alternative to net income, operating income, or any other measure of financial performance or liquidity presented in accordance with GAAP. Adjusted EBITDA has important limitations as an analytical tool because it excludes some, but not all, items that affect net income. Additionally, because adjusted EBITDA may be defined differently by other companies in its industry, EQM's adjusted EBITDA may not be comparable to similarly titled measures of other companies, thereby diminishing the utility of the measure.

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Reconciliation of EQM Non-GAAP Financial Measure

The following table presents a reconciliation of EQM's non-GAAP financial measure of adjusted EBITDA with the most directly comparable EQM GAAP financial measures of net income attributable to EQM as reported in EQM's Quarterly Report on Form 10-Q for the quarter ended September 30, 2018.

	Three Months Ended   September 30,						Nine Months Ended   September 30,
	2018			2017			2018			2017
	(Thousands)
Net income attributable to EQM	$	209,927		$	142,938		$	704,109		$	425,273
Add:
Net interest expense	41,005			9,426			76,740			26,014
Depreciation	43,567			22,244			126,957			64,191
Amortization of intangible assets	10,387			—			31,160			—
Preferred Interest payments	2,746			2,746			8,238			8,238
Non-cash long-term compensation expense	636			—			1,275			225
Transaction costs (1)	2,161			—			7,511			—
Less:
Equity income	(16,087		)	(6,025		)	(35,836		)	(15,413		)
AFUDC – equity	(1,448		)	(831		)	(3,585		)	(4,128		)
Adjusted EBITDA attributable to the May 2018 Acquisition(2)	—			—			(60,507		)	—
Adjusted EBITDA attributable to RMP prior to the merger(3)	(12,825		)	—			(160,128		)	—
Adjusted EBITDA	$	280,069		$	170,498		$	695,934		$	504,400

(1) There were no transaction costs for the three and nine months ended September 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 assets acquired in 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 nine months ended September 30, 2018 was calculated as net income of $41.0 million plus depreciation of $5.8 million and amortization of intangible assets of $13.8 million, less interest income of less than $0.1 million.

(3) Adjusted EBITDA attributable to RMP for the period prior to July 23, 2018 was excluded from EQM's adjusted EBITDA calculations as these amounts were generated by RMP prior to acquisition by EQM. Adjusted EBITDA attributable to RMP for the three and nine months ended September 30, 2018 was calculated as net income of $8.5 million and $123.2 million, respectively, plus net interest expense of $0.3 million and $4.6 million, respectively, depreciation of $3.4 million and $31.4 million, respectively, and non-cash compensation expense of $0.6 million and $0.9 million, 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 $109.6 million for the three months ended September 30, 2018 compared to the three months ended September 30, 2017 and $191.5 million for the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017primarily as a result of the EQM-RMP Merger and the May 2018 Acquisition, which resulted in EBITDA subsequent to the transactions being reflected in adjusted EBITDA.

Outlook

EQGP’s principal business objective is to increase the quarterly cash distributions it pays to its unitholders over time through its ownership interests in EQM. EQM’s strategy is to focus on leveraging its existing and planned asset base to develop organic projects that will further expand and extend its asset footprint. Those organic projects will primarily involve gathering and transporting gas supply from the largest and growing North American basin, providing water and other midstream services to those same producers and increasing access to local and distant markets. EQM’s focus on organic projects, coupled with asset optimization efforts, disciplined capital spend and operating cost control will be complemented by EQM’s focus on strategically aligned acquisition and joint venture opportunities.

EQM’s assets, located in southwestern Pennsylvania, northern West Virginia and southeastern Ohio, are uniquely positioned across the Marcellus, Utica and Upper Devonian Shales. EQM expects that the following expansion projects will allow it to capitalize on drilling activity by EQT and other producers to execute its strategy:

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• Mountain Valley Pipeline. The MVP Joint Venture is a joint venture with affiliates of each of NextEra Energy, Inc., Consolidated Edison, Inc., AltaGas Ltd. and RGC Resources, Inc. EQM is the operator of the MVP and owned a 45.5% interest in the MVP Joint Venture as ofSeptember 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 MVP is estimated to cost a total of approximately $4.6 billion, excluding AFUDC, with EQM funding approximately $2.2 billion through capital contributions made to the joint venture, which includes approximately $65 million in excess of EQM's ownership interest. In 2018, EQM expects to provide capital contributions of $0.8 billion to $1.0 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 that have expressed interest in the MVP project. Although the current targeted capacity of the MVP is fully subscribed, additional shippers have expressed an interest in subscribing to the MVP if the MVP Joint Venture adds compression to the currently planned pipeline system, which would allow additional volumes to be transported without additional pipe in the ground, or extends the pipeline through projects such as the MVP Southgate project.

In October 2017, the FERC issued the Certificate of Public Convenience and Necessity for the 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. As discussed under "The regulatory approval process for the construction of new midstream assets is challenging, and recent decisions by regulatory and judicial authorities in pending proceedings could impact our or the MVP Joint Venture's ability to obtain all approvals and authorizations necessary to complete certain projects on the projected time frame or at all or our ability to achieve the expected investment return on the project" under Item 1A, "Risk Factors" of this Quarterly Report on Form 10-Q, there are several pending challenges to certain aspects of the MVP project that must be resolved before the MVP project can be completed. The MVP Joint Venture is working to respond to the court and agency decisions and restore all permits. The MVP is targeted to be placed in-service during the fourth quarter of 2019, subject to litigation and regulatory-related delay as further discussed under Item 1A, "Risk Factors."

In April 2018, the MVP Joint Venture announced 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. This MVP Southgate project is anchored by a firm capacity commitment from PSNC Energy. The preliminary project cost estimate is $350 million to $500 million, which is expected to be spent in 2019 and 2020. EQM has a 32.7% ownership interest in the project and will operate the pipeline. Subject to approval by the FERC, the MVP Southgate project has a targeted in-service date of the fourth quarter 2020.

• Wellhead Gathering Expansion. EQM estimates capital expenditures of approximately $750 million during 2018 on gathering expansion projects, primarily driven by wellhead and header projects in Pennsylvania, West Virginia and Ohio. These gathering projects include approximately $225 million on expansion of the legacy RMP gathering system, approximately $235 million on expansion of the gathering systems acquired in the May 2018 Acquisition and approximately $150 million on commencing construction activities on the Hammerhead project. The Hammerhead project is a 1.2 Bcf per day gathering header pipeline connecting natural gas produced in Pennsylvania and West Virginia to the MVP primarily for EQT that is expected to cost a total of $555 million and be placed in service in the fourth quarter of 2019.

• Transmission Expansion. In 2018, EQM estimates capital expenditures of approximately $100 million for other transmission expansion projects, primarily attributable to the Equitrans, L.P. Expansion project. The Equitrans, L.P. Expansion project is designed to provide north-to-south capacity on the mainline Equitrans, L.P. 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.

Separation of EQT’s Production and Midstream Businesses

On October 24, 2018, EQT announced that its board of directors approved the completion of the separation of EQT’s upstream and midstream businesses, creating a standalone publicly traded corporation, Equitrans Midstream Corporation (Equitrans Midstream), that will focus on midstream operations. Following the Separation, Equitrans Midstream will own the midstream interests held by EQT, including EQT’s interests in EQGP and EQM. Under the Separation plan, EQT will distribute 80.1% of the outstanding common stock of Equitrans Midstream to EQT’s shareholders of record as of the close of business on

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November 1, 2018 (the Record Date). After considering that EQT will retain an additional 19.9% of Equitrans Midstream’s common stock, total Equitrans Midstream shares outstanding after the Distribution are expected to be approximately 255 million shares. EQT announced that it plans to dispose of all its retained Equitrans Midstream common stock, which may include dispositions through one or more subsequent exchanges for debt or a sale of its shares for cash. The Separation is expected to be completed on or around November 13, 2018.

The Separation will result in a change of control of the EQM General Partner and the EQGP General Partner, and Equitrans Midstream is expected to enter into new omnibus agreements with EQM and EQGP and a new secondment agreement with EQM in connection with the Separation. EQGP expects that, in connection with the pending Separation, Equitrans Midstream will establish a corporate allocation methodology for capital expenditures and operating expenses related to EQGP and EQM, including non-recurring Separation-related costs and expenses, some of which may be allocated to EQGP and EQM. Equitrans Midstream has disclosed that it is expected to record approximately $65 to $75 million of non-recurring Separation-related expenses, a portion of which will be paid prior to the Separation. The Separation-related expenses consist of approximately $35 to $45 million of expense and $30 million in capital expenditures to relocate and/or augment and create Equitrans Midstream’s, EQGP’s and EQM’s information technology systems in connection with the Separation.

EQT has also announced that it expects the Equitrans Midstream board of directors will evaluate the possible simplification of the midstream structure by addressing the IDRs, although the ultimate decision of whether to propose any such changes will be made by the Equitrans Midstream board of directors following the Separation.

EQT announced that it is transitioning from a business strategy focused on volume growth to one focused on capital efficiency and free cash flow generation. In preparation for the Separation, EQT has been evaluating the long-term pace of development of its Upstream Business in order to achieve the optimal balance between free cash flow generation and volume growth. Based on this evaluation, EQT announced that it is currently targeting mid-single digit annual production growth over the next five years.

Capital Resources and Liquidity

EQGP expects that its primary future capital requirements separate from those of EQM will be to provide funds for distributions.

EQM's principal liquidity requirements are to finance its operations, fund capital expenditures, potential 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 issuance of additional EQM partnership units. EQM is not forecasting any public equity issuance for the foreseeable future.

Operating Activities

Net cash flows provided by operating activities was $863.0 million for the nine months ended September 30, 2018 compared to $479.6 million for the nine months ended September 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, partly offset by higher interest payments.

Investing Activities

Net cash flows used in investing activities was $2.3 billion for the nine months ended September 30, 2018 compared to $324.9 million for the nine months ended September 30, 2017. The increase was primarily attributable to the net assets acquired from EQT in the May 2018 Acquisition, increased capital expenditures as further described in "EQM Capital Requirements" and increased capital contributions to the MVP Joint Venture consistent with the start of construction on the MVP.

Financing Activities

Net cash provided by financing activities was $1.3 billion for the nine months ended September 30, 2018 compared to net cash used in financing activities of $208.2 million for the nine months ended September 30, 2017. For the nine months ended September 30, 2018, the primary source of financing cash flows was net proceeds from EQM's 2018 Senior Notes offering, while the primary uses of financing cash flows were distributions paid to unitholders, net repayments on credit facilities and the Gulfport Transaction. For the nine months ended September 30, 2017, the primary use of financing cash flows was distributions paid to unitholders and the primary source of financing cash flows was net borrowings on EQM's credit facilities.

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EQM Capital Requirements

The gathering, transmission and storage and water services businesses are capital intensive, requiring significant investment to develop new facilities and to maintain and upgrade existing operations.

	Three Months Ended   September 30,				Nine Months Ended   September 30,
	2018		2017		2018		2017
	(Thousands)
Expansion capital expenditures (1)	$	226,078	$	60,679	$	587,783	$	207,548
Ongoing maintenance	14,006		9,815		29,164		16,859
Total capital expenditures (2)	$	240,084	$	70,494	$	616,947	$	224,407

(1) Expansion capital expenditures do not include capital contributions made to the MVP Joint Venture of $263.2 million and $43.5 million for the three months ended September 30, 2018 and 2017, respectively, and $446.0 million and $103.4 million for the nine months ended September 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.

Expansion capital expenditures increased by $165.4 million for the three months ended September 30, 2018 compared to the three months ended September 30, 2017 and $380.2 million for the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017primarily as a result of capital expenditures on assets acquired in the EQM-RMP Merger and the May 2018 Acquisition as well as increased spending on the Hammerhead project, the Equitrans, L.P. Expansion project and various wellhead gathering expansion projects, 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 $4.2 million for the three months ended September 30, 2018 compared to the three months ended September 30, 2017 and $12.3 million for the nine months ended September 30, 2018 compared to the nine months ended September 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 $0.8 billion to $1.0 billion, 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. 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 issuance of additional EQM partnership units. EQM is not forecasting any public equity issuance for the foreseeable future. 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 the credit facilities. EQGP expects to replace its Working Capital Agreement with EQT with a new $20 million working capital facility with Equitrans Midstream.

EQM Security Ratings

The table below sets forth the credit ratings for debt instruments of EQM at September 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

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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.

Distributions

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

Commitments and Contingencies

As of September 30, 2018, no legal or regulatory claims and proceedings were pending or, to EQGP's knowledge, threatened against EQGP.

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

See also "The regulatory approval process for the construction of new midstream assets is challenging, and recent decisions by regulatory and judicial authorities in pending proceedings could impact our or the MVP Joint Venture's ability to obtain all approvals and authorizations necessary to complete certain projects on the projected time frame or at all or our ability to achieve the expected investment return on the project" under Item 1A, “Risk Factors” of this Quarterly Report on Form 10-Q for a discussion of the litigation and regulatory proceedings related to the MVP project.

Off-Balance Sheet Arrangements

See Note G to the consolidated financial statements for discussion of the MVP Joint Venture guarantee. Following the completion of the Separation, EQM expects the MVP Joint Venture guarantee will be approximately $345 million based on MVP Holdco's share of the estimated remaining MVP construction budget and terms of the agreement.

Critical Accounting Policies

EQGP's critical accounting policies are described in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in EQGP's Annual Report on Form 10-K for the year ended December 31, 2017 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 as filed with the SEC on July 26, 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 EQGP's consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for the period ended September 30, 2018. The application of EQGP'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 EQGP and EQM earn on cash, cash equivalents and short-term investments and the interest rates EQGP and EQM pay on borrowings under their 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 EQGP's and EQM's borrowings and Note I to the consolidated financial statements for a discussion of fair value measurements. EQGP or EQM may from time to time hedge the interest on portions of their borrowings under the credit facilities in order to manage risks associated with floating interest rates.

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Credit Risk

EQGP is exposed to credit risk through EQM. Credit risk 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 nine months endedSeptember 30, 2018, approximately 80% 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 September 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, or lower drilling activity, which would decrease demand for EQM's water services. 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 20% of gathering revenues, 45% of transmission and storage revenues and 7% of water service revenues for the nine months ended September 30, 2018, its ability to maintain or increase the capacity subscribed and volumes transported under service arrangements on its transmission and storage system, the volumes gathered on its gathering systems, or the volumes of water provided by its water service business 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.

For the year ended December 31, 2017, approximately 84% 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.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of management of the EQGP General Partner, including the EQGP General Partner's Principal Executive Officer and Principal Financial Officer, an evaluation of EQGP'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 EQGP General Partner concluded that EQGP'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. EQGP 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 EQGP's internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the third quarter of 2018 that have materially affected, or are reasonably likely to materially affect, EQGP's internal control over financial reporting.

PART II.  OTHER INFORMATION

Item 1. Legal Proceedings

As of September 30, 2018, EQGP was not party to any legal proceedings.

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

MVP Matters

The MVP Joint Venture is currently defending certain agency actions and judicial challenges to the MVP project that must be resolved before the project can be completed, including the following:

• 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, arguing that the project could not meet one of the express conditions of Nationwide Permit 12 in West Virginia limiting the duration of stream crossings. In June 2018, the Fourth Circuit granted the motion and stayed the Army Corps' verification that Nationwide Permit 12 could be used to authorize stream crossings in West Virginia. Accordingly, the MVP Joint Venture temporarily stopped construction of the portions of the MVP project affected by this ruling. The Army Corps reinstated its verifications for four of the West Virginia stream crossings in July 2018, and then moved for the Fourth Circuit to lift the stay. The court granted the Army Corps' motion, on August 28, 2018, and lifted its stay. Following the court's ruling, MVP has resumed construction of the portions of the MVP affected by the stay. On October 2, 2018, the Fourth Circuit issued a preliminary order vacating the Army Corps’ Nationwide Permit 12 authorizations in West Virginia. As a result of the preliminary order, MVP cannot perform construction activities in waters and wetlands along the 160 mile route that is covered by the Huntington District. In August, the West Virginia Department of Environmental Protection (WVDEP) initiated a regulatory process to revise West Virginia’s Clean Water Act Section 401 Certification of the Army Corps Nationwide Permit. Upon receipt of West Virginia’s final revised 401 Certification of the Nationwide Permit, MVP anticipates that the Corps will initiate its regulatory process to republish the Nationwide Permit for West Virginia that will incorporate West Virginia’s

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revised 401 Certification. Once the Nationwide Permit is reissued, MVP will reapply for the Nationwide Permit 12 verification. MVP expects to receive the revised Nationwide Permit by the end of March 2019. However, MVP cannot guarantee that the agencies will act in a timely manner or that the action will not be challenged.

• In June 2018, following the Fourth Circuit's West Virginia decision, the Sierra Club filed a petition in the Fourth Circuit seeking review and a stay of the Army Corps' decision to grant authorization under Nationwide Permit 12 for stream crossings in Virginia. The court denied the Sierra Club's request for a stay on August 28, 2018. On October 5, 2018, the Army Corps’ Norfolk District suspended its authorizations under Nationwide Permit 12 for stream and waterbody crossings in Virginia pending the resolution of the Fourth Circuit matter regarding Nationwide Permit 12 authorizations in the Army Corps’ Huntington District.

• On October 19, 2018, in response to the Nationwide Permit 12 verification suspensions in the Army Corps’ Huntington and Norfolk Districts, the Army Corps’ Pittsburgh District suspended its authorizations under Nationwide Permit 12 for stream and wetlands crossings in northern West Virginia.

• In a different Fourth Circuit lawsuit filed in December 2017, the Sierra Club challenged a Bureau of Land Management (the BLM) decision to grant a right-of-way and a U.S. Forest Service (the USFS) decision to amend its management plan, both affecting the MVP's 3.6-mile segment in the Jefferson National Forest in Virginia. On July 27, 2018, the court vacated the BLM and USFS decisions, finding fault with USFS' analysis of erosion and sedimentation effects and BLM's analysis of the practicality of alternate routes. On August 3, 2018, citing the court's vacatur and remand, the FERC issued a stop work order for the entire pipeline pending the agency actions on remand. The FERC modified its stop on work order on August 29, 2018 to allow work to continue on all but approximately 25 miles of the project. The MVP Joint Venture has resumed construction of the affected portions of the pipeline.

• On October 10, 2018, the Fourth Circuit granted MVP’s petition for rehearing clarifying that the July 27, 2018 order did not vacate the portion of the BLM’s Record of Decision authorizing a right-of-way and temporary use permit for MVP to cross the Weston and Gauley Bridge Turnpike Trail in Braxton County West Virginia. On October 15, 2018, MVP filed with the FERC a request to modify the August 3, 2018 stop work order to allow MVP to complete bore and install the pipeline under the Weston and Gauley Bridge Turnpike Trail. This request is currently pending.

• Multiple parties have sought judicial review of the FERC's order issuing certificates of convenience and necessity to the MVP Joint Venture and/or the exercise by the MVP Joint Venture of eminent domain authority. There are multiple consolidated petitions before the Court of Appeals for the District of Columbia Circuit seeking direct review of the FERC order under the Natural Gas Act. Those petitioners have requested a stay of the FERC's order pending the resolution of the petitions, which the FERC and the MVP Joint Venture have opposed. The Court of Appeals denied the request for a stay on August 30, 2018. Briefing on the merits of the petitions for review is scheduled to be completed by December 2018. Another group of parties filed a complaint in the U.S. District Court for the District of Columbia asserting that the FERC's order issuing certificates is unlawful on constitutional and other grounds. The district court plaintiffs seek declaratory relief as well as an injunction preventing the MVP Joint Venture from developing its project or exercising eminent domain authority. In December 2017 and January 2018, the FERC and the MVP Joint Venture, respectively, moved to dismiss the petitions for lack of jurisdiction. The court dismissed this complaint on September 28, 2018.

• Several landowners have filed challenges in various U.S. District Courts to the condemnation proceedings by which the MVP Joint Venture obtained access to their property. In each case, the district court found that the MVP Joint Venture was entitled to immediate possession of the easements, and the landowners appealed to the Fourth Circuit. The Fourth Circuit has consolidated these cases and held oral argument in September 2018. The court has not yet issued a decision. If one or more of these challenges is successful, it could prevent the MVP Joint Venture from constructing all or a portion of the pipeline or require the MVP Joint Venture to seek an alternate route for the pipeline or a portion thereof, which could require additional regulatory proceedings before the FERC and other interested federal and state agencies, the outcome of which we cannot predict. A successful challenge could also increase the cost of obtaining necessary rights of way to construct and operate the pipeline. 

• In November 2017, in the wake of Fayette County, West Virginia's denial of the MVP Joint Venture's rezoning request to permit construction of a compressor station, the MVP Joint Venture brought suit in the U.S. District Court for the Southern District of West Virginia seeking a judgment declaring that the County's denial was preempted by federal law and a permanent injunction preventing the county from enforcing the zoning constraint with respect to the MVP project. The MVP Joint Venture filed a motion for summary judgment in February 2018. The court granted MVP's motion for summary judgment and dismissed the complaint on August 29, 2018. The county has the right to appeal the district court's decision. 

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• In August 2017, the Greenbrier River Watershed Association appealed the MVP project's Natural Stream Preservation Act Permit obtained from the West Virginia Environmental Quality Board (the WVEQB) for the Greenbrier River crossing. Petitioners alleged that the issuance of the permit failed to comply with West Virginia's Water Quality Standards for turbidity and sedimentation. WVEQB dismissed the appeal in June 2018. In July 2018, the Greenbrier River Watershed Association appealed the decision to the Circuit Court of Summers County, asking the court to remand the permit with instructions to impose state-designated construction windows and pre- and post-construction monitoring requirements as well as a reversal of the WVEQB's decision that the permit was lawful. On September 18, the Circuit Court granted a stay pending appeal. A hearing on the merits is scheduled for October 23, 2018, and the court has requested expedited briefing. In the event of an adverse decision, the MVP Joint Venture would work with the West Virginia Department of Environmental Protection to resolve the issues identified by the court.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in EQGP'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 EQM's 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 the ability of EQM 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 the EQM-RMP Merger or the May 2018 Acquisition will deliver the strategic, financial and operational benefits anticipated by us. EQM's business may be negatively impacted if it is unable to effectively manage its 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 EQM's relationships with, EQM's customers and other business partners, and we and/or EQM may incur significant non-recurring and ongoing costs following the Separation related to the change in control of our and EQM's general partners.

On October 24, 2018, EQT announced that its board of directors approved the completion of the separation of EQT’s upstream and midstream businesses, creating a standalone publicly traded corporation, Equitrans Midstream Corporation (Equitrans Midstream), that will focus on midstream operations. Following the Separation, Equitrans Midstream will own the midstream interests held by EQT, including EQT’s interests in us and EQM.  Uncertainty related to the Separation may lead customers and other parties with which EQM currently does 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 EQM. In addition, following the Separation, it is possible that our and EQM’s relationships with Equitrans Midstream as our sponsor may be different from the current relationship that we have with EQT as our sponsor as a result of a number of potential differences between Equitrans Midstream and EQT, including a more narrow operational and business focus, different assets and liability structure at the sponsor level, different allocations of employee resources and different corporate allocation methodologies for capital expenditures and operating expenses.  These disruptions and changes could have a material and adverse effect on our and EQM's business, financial condition, results of operations and prospects.

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

EQM's debt agreements contain various covenants and restrictive provisions that limit EQM's ability to, among other things:

• incur or guarantee additional debt;

• make distributions on or redeem or repurchase units;

• incur or permit liens on assets;

• enter into certain types of transactions with affiliates;

• enter into certain mergers or acquisitions; and

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• dispose of all or substantially all of our assets.

In July 2017, EQM amended and restated its credit facility to increase the borrowing capacity under the facility from $750 million to $1 billion and extend the maturity date to July 2022. In addition, EQM expects to increase its borrowing capacity under the revolver to up to $3 billion in the fourth quarter of 2018. EQM's $1 billion credit facility contains a covenant requiring EQM 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's ability to meet these covenants can be affected by events beyond its control and EQM cannot assure its unitholders that it will meet these covenants. In addition, EQM's $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, EQM fails to own 100% of Equitrans, L.P., or the EQM General Partner fails to be EQM's general partner). Furthermore, in June 2018, EQM 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 its 4.75% senior notes due 2023, $850 million in aggregate principal amount of its 5.5% senior notes due 2028, and $550 million in aggregate principal amount of its 6.5% senior notes due 2048.

The provisions of EQM's debt agreements may affect EQM's ability to obtain future financing and pursue attractive business opportunities and its flexibility in planning for, and reacting to, changes in business conditions. In addition, a failure to comply with the provisions of EQM's debt agreements could result in an event of default, which could enable EQM's 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 EQM's debt is accelerated, EQM's assets may be insufficient to repay such debt in full, and its 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 EQM may have with an aggregate principal amount in excess of $25 million.

EQM’s substantial indebtedness and the additional debt EQM 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 EQM’s liquidity and therefore its ability to make cash distributions to its unitholders, including us.

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

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

EQM’s water services business includes fresh water distribution for use in EQM’s 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 EQM’s fresh water distribution and produced water handling services is tied to the level of drilling and completion activity of EQM’s customers, including EQT, which is currently and anticipated to continue to be EQM’s primary customer for such services. More specifically, the demand for EQM’s 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 EQM’s water services customers, which could reduce the number of wells for which EQM provides water services.

Additionally, EQM depends on EQT to source a portion of the fresh water EQM distributes. The availability of EQM’s 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 EQM’s fresh water distribution services.

The regulatory approval process for the construction of new midstream assets is challenging, and recent decisions by regulatory and judicial authorities in pending proceedings could impact our or the MVP Joint Venture's ability to obtain all approvals and authorizations necessary to complete certain projects on the projected time frame or at all or our ability to achieve the expected investment return on the project.

Certain of EQM’s internal growth projects may require regulatory approval from federal, state and local authorities prior to construction, including any extensions from or additions to its 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 exploration and production and gathering activities in new production areas, including the Marcellus, Utica and Upper

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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 of fourth quarter 2019, which in turn could adversely affect the ability for MVP and its owners, including EQM, 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. The MVP project is subject to several challenges that must be resolved before the MVP project can be completed, as described in more detail under "Business-Legal Proceedings."

Although the MVP Joint Venture is actively defending the relevant agency actions and judicial challenges to the project, and is in active dialogue with all of the affected agencies to resolve these issues and restore the affected permits, there is no guarantee as to how long the agency proceedings and judicial challenges will take to resolve, or whether the MVP Joint Venture will ultimately succeed in restoring the permits in their present form or within the MVP Joint Venture's targeted time frame for placing the project in service. This and other similar litigation could adversely affect EQM's business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to its unitholders, including us.

EQM's 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 EQM's business, financial condition, results of operations, liquidity and ability to make distributions.

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

•     rates and charges for EQM's 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 EQM's 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 EQM's 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. EQM currently holds 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 EQM's storage services from which EQM derives a small portion of its revenues. As of December 31, 2017, approximately 89% of the contracted firm transmission capacity on EQM's system was committed under such "negotiated rate" contracts, rather than recourse, discount or market rate contracts. There can be no guarantee that EQM will be allowed to continue to

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operate under such rate structures for the remainder of those assets' operating lives. Any successful challenge against rates charged for EQM's transmission and storage services could have a material adverse effect on its business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to its unitholders, including us.

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. EQM maintains rates and terms of service in its tariff for unbundled gathering services performed on a portion of its gathering facilities that are connected to its transmission and storage system. Just as with rates and terms of service for transmission and storage services, EQM's rates and terms of services for its 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 EQM proposes for its 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 EQM's 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 EQM’s 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 EQM will not be able to pursue these projects or that they will be constructed in a manner or with capital requirements that EQM 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 EQM 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 EQM to seek modification, or alternatively require EQM to modify its 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 EQM’s business, financial condition, results of operations, liquidity and ability to make cash distributions to unitholders, including us.

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. EQM believes that its 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 EQM will operate its natural gas gathering, transmission and storage businesses may have a material adverse effect on its business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to its unitholders, including us.

Negative public perception regarding EQM, the MVP and/or the midstream industry could have an adverse effect on EQM's operations.

Negative public perception regarding EQM, the MVP and/or the midstream industry resulting from, among other things, oil spills, the explosion of natural gas transmission and gathering lines and concerns raised by advocacy groups about hydraulic fracturing and pipeline projects, has led to, and may in the future lead to, increased regulatory scrutiny, which may, in turn, lead to new local, state and federal safety and environmental laws, regulations, guidelines and enforcement interpretations. These actions may cause operational delays or restrictions, increased operating costs, penalties under construction contracts, additional regulatory burdens and increased risk of litigation. As discussed under-"The regulatory approval process for the construction of new midstream assets is challenging, and recent decisions by regulatory and judicial authorities in pending proceedings could impact EQM's or the MVP Joint Venture's ability to obtain all approvals and authorizations necessary to complete certain projects on the projected time frame or at all or its ability to achieve the expected investment return on the project," there are several pending challenges to certain aspects of the MVP project that must be resolved before the MVP project can be completed. Moreover, governmental authorities exercise considerable discretion in the timing and scope of permit issuance and the public may engage in the permitting process, including through intervention in the courts. Negative public perception could cause the permits EQM and the MVP Joint Venture need to conduct their operations to be withheld, delayed or burdened by requirements that restrict their ability to profitably conduct business.

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Item 6. Exhibits

Exhibit No.	Document Description	Method of Filing
3.1	Certificate of Amendment to Certificate of Limited Partnership of EQT GP Holdings, LP, dated as of October 12, 2018.	Incorporated herein by reference to Exhibit 3.1 to EQGP Holdings, LP’s Form 8-K (#001-37380) filed on October 15, 2018.
3.2	Certificate of Amendment of Certificate of Formation of EQT GP Services, LLC, dated as of October 12, 2018.	Incorporated herein by reference to Exhibit 3.2 to EQGP Holdings, LP’s Form 8-K (#001-37380) filed on October 15, 2018.
3.3	Certificate of Amendment to Certificate of Limited Partnership of EQT Midstream Partners, LP, dated as of October 12, 2018.	Incorporated by reference herein to Exhibit 3.1 to EQM Midstream Partners, LP’s Form 8-K (#001-35574) filed on October 15, 2018.
3.4	Certificate of Amendment to Certificate of Formation of EQT Midstream Services, LLC, dated as of October 12, 2018.	Incorporated by reference herein to Exhibit 3.2 to EQM Midstream Partners, LP’s Form 8-K (#001-35574) filed on October 15, 2018.
3.5	Second Amended and Restated Agreement of Limited Partnership of EQGP Holdings, LP, dated as of October 12, 2018.	Incorporated herein by reference to Exhibit 3.3 to EQGP Holdings, LP’s Form 8-K (#001-37380) filed on October 15, 2018.
3.6	Second Amended and Restated Limited Liability Company Agreement of EQGP Services, LLC, dated as of October 12, 2018.	Incorporated herein by reference to Exhibit 3.4 to EQGP Holdings, LP’s Form 8-K (#001-37380) filed on October 15, 2018.
3.7	Second Amended and Restated Agreement of Limited Partnership of EQM Midstream Partners, LP, dated as of October 12, 2018.	Incorporated by reference herein to Exhibit 3.3 to EQM Midstream Partners, LP’s Form 8-K (#001-35574) filed on October 15, 2018.
3.8	Fourth Amended and Restated Limited Liability Company Agreement of EQM Midstream Services, LLC, dated as of October 12, 2018.	Incorporated by reference herein to Exhibit 3.4 to EQM Midstream Partners, LP’s Form 8-K (#001-35574) filed on October 15, 2018.
10.1	Gas Gathering and Compression Agreement, dated as of December 22, 2014, by and among Rice Drilling B LLC, Rice Midstream Partners LP and Alpha Shale Resources LP.	Incorporated herein by reference to Exhibit 10.3 to Rice Midstream Partners LP's Form 8-K (#001-36789) filed on December 22, 2014.
10.2	First Amendment to Gas Gathering and Compression Agreement, effective as of October 19, 2016, by and among Rice Drilling B LLC, Alpha Shale Resources LP and Rice Midstream Partners LP. 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 10.2.
10.3	Sixth Amended and Restated Cracker Jack Gas Gathering Agreement, dated as of February 28, 2017, by and among Rice Poseidon Midstream LLC, EQT Energy, LLC and EQT Production Company. 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.

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10.4	Amended and Restated Water Services Agreement, dated as of November 4, 2015, by and between Rice Drilling D LLC and Rice Water Services (PA) LLC.	Incorporated herein by reference to Exhibit 10.2 to Rice Midstream Partners LP's Form 8-K (#001-36789) filed on November 5, 2015.
10.5	Amended and Restated Water Services Agreement, dated as of November 4, 2015, by and between Rice Drilling B LLC and Rice Water Services (OH) LLC.	Incorporated herein by reference to Exhibit 10.3 to Rice Midstream Partners LP's Form 8-K (#001-36789) filed on November 5, 2015.
10.6	Letter Agreement, dated as of August 9, 2018, by and between EQT Corporation and Thomas F. Karam.	Filed herewith as Exhibit 10.6.
10.7	Confidentiality, Non-Solicitation And Non-Competition Agreement, dated as of August 9, 2018, by and between EQT Corporation and Thomas F. Karam.	Filed herewith as Exhibit 10.7.
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.

EQGP Holdings, LP
(Registrant)
By:	EQGP Services, LLC, its General Partner
By:	/s/ Robert J. McNally
	Robert J. McNally
	Senior Vice President and Chief Financial Officer

Date:  October 25, 2018

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EX-10.2

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

Exhibit 10.2

FIRST AMENDMENT TO GAS GATHERING AND COMPRESSION AGREEMENT

This First Amendment to Gas Gathering and Compression Agreement (this “First Amendment”) is entered into effective as of October 19, 2016 (the “Effective Date”), by and between RICE DRILLING B LLC, a Delaware limited liability company (“Producer”), ALPHA SHALE RESOURCES LP, a Delaware limited partnership (“Alpha”), and RICE MIDSTREAM PARTNERS LP, a Delaware limited partnership (“Gatherer”). Producer and Gatherer may be referred to herein individually as a “Party” or collectively as the “Parties.”

RECITALS

A.The Parties have entered into that certain Gas Gathering and Compression Agreement dated effective as of December 22, 2014 (the “Gathering Agreement”).

B.    Rice Energy Inc., the Producer’s parent (“Rice Energy”), has, directly or indirectly, acquired certain lands, mineral interests, working interests and other real property rights (the “Subject Interests”) in the Dedicated Area pursuant to that certain purchase and sale agreement, dated September 26, 2016 (the “REI Purchase Agreement”), by and among Rice Energy, Vantage Energy Investment, LLC, Vantage Energy Investment II, LLC and the other parties (for limited purposes) party thereto, relating to, among other things, Marcellus and Utica assets in central Greene County, Pennsylvania.

C.    In connection with the REI Purchase Agreement, Rice Energy and the Gatherer have entered into that certain Purchase and Sale Agreement, dated September 26, 2016, pursuant to which, among other things, Rice Energy conveyed to the Gatherer another gathering system including, on the date of such agreement, 30 miles of pipeline and related assets.

D.    The Parties now desire to amend the Gathering Agreement to (i) include the new gathering system acquired, directly or indirectly, by the Partnership and (ii) ensure the Dedicated Gas, including Dedicated Gas attributable to the Subject Interests, remains dedicated to Gatherer for the term of the Gathering Agreement in accordance with the terms thereof.

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

Article 1
DEFINITIONS

Capitalized terms used, but not otherwise defined, in this First Amendment shall have the respective meanings given to such terms in the Agreement.

ARTICLE 2AMENDMENTS

Section 2.1Amendment to Preamble. The term “(“Producer”)” is hereby deleted from the preamble.

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Section 2.2Amendment to Definition of Dedicated Gas. The definition of “Dedicated Gas” is hereby deleted in its entirety and replaced with the following:

“Dedicated Gas. All (i) Gas beneath the surface of the earth that is attributable to any Dedicated Property (including all Gas beneath the surface of the earth attributable to third parties that is produced from a Well located on such Dedicated Property) and (ii) quantities of Gas 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 that is attributable to any Dedicated Property.”

Section 2.3Amendment to Definition of Gathering System. The definition of “Gathering System” is hereby deleted in its entirety and replaced with the following:

“Gathering System. Each of the gathering systems described in Exhibit C-1 and Exhibit C-2, together with any additional System Segments constructed after the date hereof, as each 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. It being understood that the term “Gathering System” refers to the applicable gathering system set forth on Exhibit C-1 or Exhibit C-2 (together with any additional Segment Systems and expansions) or such gathering systems collectively, as the context requires.”

Section 2.4Amendment to Definition of Producer. The definition of “Producer” is hereby deleted in its entirety and replaced with the following:

“Producer. Rice Drilling B LLC, a Delaware limited liability company, and each party that joins this Agreement pursuant to Section 2.5”

Section 2.5Amendment to Definition of Rice Subsidiary. The definition of “Rice Subsidiary” is hereby deleted in its entirety and replaced with the following:

“Rice Subsidiary. Alpha Shale, any direct or indirect subsidiary of Producer or any direct or indirect subsidiary of Rice Energy Inc.”

Section 2.6Addition of New Definition. The definition of “Minimum Dedicated Properties” is hereby added to the definitions:

“Minimum Dedicated Properties.” Means the sum of the aggregate number of net acres of Dedicated Properties held by Producer as of the Effective Date and the aggregate number of net acres acquired, directly or indirectly, by Rice Energy Inc. and the Rice Subsidiaries pursuant to that certain Purchase and Sale Agreement, dated as of September 26, 2016, by and among Rice Energy, Vantage Energy Investment, LLC, Venture Energy Investment II, LLC and the other parties (for limited purposes) party thereto.

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Section 2.7Amendment to Section 2.1. Section 2.1 of the Gathering Agreement is hereby deleted in its entirety and replaced with the following:

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

Section 2.8Amendment to Section 2.4.    Section 2.4 of the Gathering Agreement is hereby deleted in its entirety and replaced with the following:

“Covenant 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 (1) 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 (2) 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 so long as, and only to the extent, the number of net acres of Dedicated Properties, after giving effect to such Transfer, is at least equal to the Minimum Dedicated Properties, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Area that would be subject to dedication hereunder; provided, however, that any such release of Dedicated Properties from dedication and commitment hereunder shall not include any 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, each applicable Producer, and Gatherer, and Alpha shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated Properties.”

Section 2.9Amendment to Section 2.5. Section 2.5 of the Gathering Agreement is hereby deleted in its entirety and replaced with the following:

“Commitment of Alpha Shale; Commitment of Other Rice Subsidiaries. Alpha Shale agrees to be bound by and to comply with each agreement and commitment made by Producer under this Article 2 with respect to Alpha Shale’s Interests in the Dedication Area and all Dedicated Gas produced therefrom. Upon any other 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 Agreement, including

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Article 2 hereunder, with respect to such Rice Subsidiary’s Interests in the Dedication Area and all Dedicated Gas produced therefrom.”

Section 2.10Amendment to Section 18.4(c)(iii). Section 18.4(c)(iii) of the Gathering Agreement is hereby deleted in its entirety and replaced with the following:

“(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) 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) has creditworthiness as reasonably determined by Gatherer that is equal to the higher of Producer’s creditworthiness as of the Effective Date and Producer’s creditworthiness as of the date of the assignment.”

Section 2.11Amendment to Exhibits. Exhibit B to the Gathering Agreement is hereby replaced with Exhibit B hereto. Exhibit C to the Gathering Agreement is hereby renamed “Exhibit C-1.” Exhibit C-2 hereto is hereby added as “Exhibit C-2” to the Gathering Agreement. Exhibit F to the Gathering Agreement is hereby replaced with Exhibit F hereto.

ARTICLE 3MISCELLANEOUS

Section 3.1No Other Amendments. Except as amended by this First Amendment, the Gathering Agreement is in full force and effect and has not been amended or modified.

Section 3.2Counterpart Execution. This First Amendment may be executed in any number of counterparts (including by facsimile or similar means of electronic transmission), each of which shall be considered an original, and all of which shall be considered one and the same instrument.

Section 3.3Governing Law. The First Amendment shall be governed by, construed, and enforced in accordance with the laws of the Commonwealth of Pennsylvania without regard to choice of law principles.

[Remainder of Page Intentionally Left Blank]

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

RICE DRILLING B LLC

By: /s/ Daniel J. Rice IV    

Name: Daniel J. Rice IV

Title: Chief Executive Officer

ALPHA SHALE RESOURCES LP

By: ALPHA SHALE HOLDINGS LLC,its General Partner

By:/s/ Daniel J. Rice IV

Name: Daniel J. Rice IV

Title: Chief Executive Officer

RICE MIDSTREAM PARTNERS LP

By: RICE MIDSTREAM MANAGEMENT LLC, its General Partner

By: /s/ Daniel J. Rice IV    

Name: Daniel J. Rice IV

Title: Chief Executive Officer

Exhibit B(see attached)

System Name	Delivery Point Name	Downstream Pipeline	In-Service Date	Maximum Daily Quantity (Dth/Day)
Mojo	Mojo	TCO	Effective Date	[***]
Denex	California	DTI	Effective Date	[***]
	High Noon	M3	Effective Date	[***]
	Tombstone	TETCO	Effective Date	[***]
	Jaybird	EQT	Effective Date	[***]
	Brova	EQT	Effective Date	[***]
	Kryptonite	TCO	Effective Date	[***]
ASR/Whipkey	Steinmiller	DTI	Effective Date	[***]
	Tau	TCO	Effective Date	[***]
	Upsilon	TCO	Effective Date	[***]
	Rawhide	TETCO	Effective Date	[***]
Leather Jacket	Cygrymus	DTI	Effective Date	[***]
Windridge	Windridge	TETCO	Effective Date	[***]
Blue Jacket and Green Jacket	Rogersville	TETCO	Effective Date	[***]
Yellow Jacket	Waynesburg	TETCO	Effective Date	[***]
Throckmorton	Throckmorton	DTI	Effective Date	[***]

*Access to these Delivery Points are from Receitp Points on and bypassing compression. Until compression expansions are completed and placed in-service Producer shall have an aggregate MDQ through compression of 275,000 Dth/Day. All remaining Aggregate MDQ must come from Receipt Points on bypass of compression.

Exhibit C-2(see attached)

[***]

Exhibit F (see attached)

EXHIBIT FMEMORANDUM OF AGREEMENT

THIS MEMORANDUM OF GAS GATHERING AGREEMENT (this “Memorandum”) is entered into effective [] (the “Effective Date”), by and between RICE DRILLING B LLC (“Producer”), with an address of 2200 Rice Drive, Canonsburg, PA 15317, ALPHA SHALE RESOURCES LLC (“Alpha Shale”), a wholly-owned subsidiary of Producer, with an address of 2200 Rice Drive, Canonsburg, PA 15317, and RICE MIDSTREAM PARTNERS LP, with an address of 2200 Rice Drive, Canonsburg, PA 15317 (“Gatherer”).

WHEREAS, Producer, Gatherer, and (for the limited purposes specified therein) Alpha Shale entered into that certain Gas Gathering and Compression Agreement effective December 22, 2014, as amended by that certain First Amendment to the Gas Gathering and Compression Agreement effective as of October 19, 2016 (as amended, the “Agreement”), pursuant to which Gatherer will provide certain gathering and other services as therein set forth; and

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 Washington and Greene Counties, Pennsylvania, excepting only the area known as the Champion Acreage described on Attachment 1 hereto (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 or Alpha Shale and located wholly within Washington and Greene Counties, Pennsylvania, excepting only the area known as the Champion Acreage described on Attachment 1 hereto (the “Dedication Area”), or pooled, unitized or communitized with Interests located wholly within the Dedication Area (the “Dedicated Properties”), together with all (i) Gas beneath the surface of the earth that is attributable to any Dedicated Property (including all Gas beneath the surface of the earth attributable to third parties that is produced from a Well located on such Dedicated Property) and (ii) quantities of Gas 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 that is attributable to any Dedicated Property (“Dedicated Gas”), for gathering through the Gathering System under the Agreement, and (b) Producer agrees not to, and agrees to cause Alpha Shale 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, and shall not permit Alpha Shale to, 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 (1) 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 such Dedicated Property shall remain subject to the Agreement in all respects and (2) each instrument of conveyance expressly so states.

4.Commitment of Alpha Shale. Alpha Shale agrees to be bound by and to comply with each agreement and commitment made by Producer under this Memorandum with respect to Alpha Shale’s Dedicated Properties in the Dedication Area and all Dedicated Gas produced therefrom.

5.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 B LLC

By:    

Name:    

Title:     

ALPHA SHALE RESOURCES LP

By: ALPHA SHALE HOLDINGS, its GeneralPartner

By:

Name:

Title:

RICE MIDSTREAM PARTNERS LP

By: RICE MIDSTREAM MANAGEMENT LLC, its General Partner

By:

Name:

Title:

ACKNOWLEDGEMENTS

STATE OF PENNSYLVANIA    §

§

COUNTY OF WASHINGTON    §

The foregoing instrument was acknowledged before me on theDay of    ,20[], by

[], [] of Rice Drilling B 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 Alpha Shale Holdings, LLC, a Delaware limited liability company, as general partner of Alpha Shale Resources LP, a Delaware limited partnership, on behalf of said limited liability company, as general partner of such limited partnership.

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 Midstream Management, LLC, a Delaware limited liability company, as general partner of Rice Midstream Partners LP, a Delaware limited partnership, on behalf of said limited liability company, as general partner of such limited partnership.

Notary Public in and for

Printed or Typed Name of Notary

Attachment 1CHAMPION ACREAGE

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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.

Exhibit 10.3

SIXTH AMENDED AND RESTATED CRACKER
JACK GAS GATHERING AGREEMENT

By and Among

RICE POSEIDON MIDSTREAM, LLC

And

EQT ENERGY, LLC

And

EQT PRODUCTION COMPANY

Dated February 28, 2017

GAS GATHERING AGREEMENT

THIS SIXTH AMENDED AND RESTATED GAS GATHERING AGREEMENT (“Agreement”) is entered into as of this 28th Day of February, 2017 (the “Effective Date”), by and between RICE POSEIDON MIDSTREAM LLC, a Delaware limited liability company (“Gatherer”), EQT ENERGY, LLC, a Delaware limited liability company (“Shipper”) and, for limited purposes as set forth herein, EQT PRODUCTION COMPANY a Pennsylvania corporation (“Producer”). Gatherer and Shipper may be referenced individually as a “Party” or collectively as the “Parties.”

RECITALS

A. The predecessors in interest to each Party entered into certain Gas Gathering Agreements, dated March 1, 2011 by and between M3 Appalachia Gathering, LLC and Chesapeake Energy Marketing, Inc. and Chesapeake Appalachia, LLC and by and between M3 Appalachia Gathering, LLC and Statoil Natural Gas, LLC and Statoil Onshore Properties, LLC, as first amended September 6, 2011, as second amended December 12, 2012, and as third amended on January 1, 2015 by successors in interest of Rice Poseidon Midstream LLC and EQT Energy LLC and EQT Production Company. On December 18, 2015, the Parties entered into a Fourth Amended and Restated Gas Gathering Agreement and on April 1, 2016 the Parties entered into a Fifth Amended and Restated Gas Gathering Agreement (the “Gathering Agreement”) further amending and restating the prior gathering agreements.

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

C. Shipper purchases all of the gas produced from wells drilled on well pads controlled by Producer or its predecessor in interest as of March 1, 2011 or hereafter acquired by Producer in Allegheny County and Washington County, Pennsylvania, and specifically located within the area of mutual interest as depicted on Exhibit A, as modified pursuant to Section 2.4(a), (the “Acreage”) and desires to deliver to Gatherer all gas produced from the Acreage that Shipper purchases.

D. Gatherer is developing the Appalachia Gathering System as depicted on Exhibit C (the “AGS Gathering System”) and desires to construct the AGS Gathering System to accept deliveries of gas from Shipper at the central delivery points (“CDPs”) and redeliver the gas to Shipper at the Redelivery Points (defined below), all as set forth in this Agreement.

E. Gatherer is developing the Denex Gathering System as depicted on Exhibit C (the “Denex Gathering System”) and desires to construct and expand the Denex Gathering System to accept deliveries of gas from Shipper at CDPs and redeliver the gas to Shipper at the Redelivery Points (defined below), all as set forth in this Agreement. The AGS Gathering System and Denex Gathering System may be referenced collectively as the “Gathering Systems”.

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Therefore, in consideration of the mutual promises set out in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties and Producer hereby agree as follows:

1. DEFINITIONS

1.1. Defined terms. Unless otherwise defined in the recitals or text of this Agreement, capitalized terms are defined in the additional Terms and Conditions contained in Exhibit B attached to, and by this reference made a part of this Agreement, and shall have the meanings respectively ascribed to them therein.

2. NATURE AND EXTENT OF AGREEMENT

2.1. Commitment. Producer covenants to sell and Shipper covenants to purchase from Producer all of the gas (including natural gas, natural gasoline and other liquefiable hydrocarbons) that Producer owns or controls and produces from the Acreage (“Dedicated Gas”). Dedicated Gas shall not include gas produced from well pads located within the Acreage that are not operated by Producer or its Affiliate. Notwithstanding the prior sentence, Dedicated Gas shall always include all gas produced from well pads located within the Acreage that are initially operated by Producer or Shipper but may later become non-operated by Producer or Shipper due to a voluntary or involuntary loss of operatorship. Shipper covenants to deliver all of the Dedicated Gas exclusively to Gatherer at the CDPs without other disposition except as otherwise provided in this Agreement. Shipper may also deliver gas produced from Producer’s wells outside of the Acreage to CDPs located within the Acreage. Such gas shall be excluded from the exclusive dedication of Dedicated Gas made by Shipper in this Section 2.1 during the term of this Agreement, but shall in all other respects be treated on the same terms and conditions as the Dedicated Gas delivered hereunder.

2.2. Services. Gatherer shall receive the Dedicated Gas at the CDPs and Gatherer will gather, compress and dehydrate such Gas as set forth herein. Gatherer will redeliver such Dedicated Gas, less the Fuel (defined in Exhibit B), to Shipper at certain interconnect points constructed or to be constructed by Gatherer between the Gathering Systems and certain pipelines, including Texas Eastern Transmission, LP pipelines (“TETCO”) at the Tombstone interconnect, Equitrans LP pipeline H-148 (“EQT”) at the Jaybird interconnect, Dominion Transmission, Inc. pipeline TL-342 (“DTI”) at the California interconnect, M3 Gathering System pipeline (“M3”) at the High Noon interconnect, and Columbia Gas Transmission pipeline (“TCO”) at the Kryptonite interconnect, all located or to be located in Washington County and/or Greene County, Pennsylvania, as applicable (such interconnect points, collectively, the “Redelivery Points” and individually a “Redelivery Point”) subject to Gatherer having available capacity to confirm Shipper’s nominations to such Redelivery Points during the entirety of the Month. As part of the Firm Service (as defined below), Gatherer is obligated to redeliver to Shipper only at the Tombstone interconnect at a maximum of [***] MMBtu per Day, the High Noon interconnect at a maximum of [***] MMBtu per Day, and the California interconnect at a maximum of [***] MMBtu per Day (with aggregate quantities on each Gathering System subject to Gatherer’s applicable maximum receipt obligations for Firm Service set forth in Section 2.2(d)). All quantities

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delivered in excess of these Firm Service quantities and quantities to other Redelivery Points will be interruptible service. Shipper shall be solely responsible for arranging the disposition of the gas redelivered to it or for its account at the Redelivery Points.

(a) AGS Gathering System Firm Service. The total maximum daily volume (“MDV”) that Gatherer is obligated to accept into the AGS Gathering System at the CDPs shall equal [***] MMBtu per Day on any Day during the Primary Term and the Extended Term (the “AGS Gathering System Firm Service”); provided that notwithstanding the foregoing, Shipper’s AGS Gathering System Firm Service shall at all times be subject to Section 2.2(c) and Section 2.2(d). The AGS Gathering System Firm Service shall not be curtailed, interrupted or discontinued by Gatherer without liability for any reason except for (x) an event of Force Majeure; (y) failure or refusal of Shipper to receive or deliver Gas to or from Gatherer, as applicable, in accordance with this Agreement, and (z) failure or refusal of Shipper to comply with the terms and provisions of this Agreement.

(b) Denex Gathering System Firm Service. The total MDV that the Gatherer is obligated to accept into the Denex Gathering System at the CDPs, excluding the Trax Farms CDP, collectively shall be equal to [***] MMBtu per Day on any Day during the Primary Term and the Extended Term (the “Denex Gathering System Firm Service”); provided that notwithstanding the foregoing, Shipper’s Denex Gathering System Firm Service shall at all times be subject to Section 2.2(c) and Section 2.2(d). Gatherer is not obligated to accept Gas into the Denex Gathering System at the Trax Farms CDP. Shipper’s Denex Gathering System Firm Service shall not be curtailed, interrupted or discontinued by Gatherer without liability for any reason except for (x) an event of Force Majeure; (y) failure or refusal of Shipper to receive of deliver Gas to or from Gatherer, as applicable, in accordance with this Agreement, and (z) failure or refusal of Shipper to comply with the terms and provisions of this Agreement. The AGS Gathering System Firm Service and Denex Gathering System Firm Service may be referenced collectively as “Firm Service”. Gatherer acknowledges and agrees that Firm Service is the highest priority level of service on the Gathering System.

(c) Release. In the event that Firm Service to Shipper is interrupted, curtailed or disrupted for any reason other than as provided in clauses (x), (y) and (z) of Section 2.2(a) or Section 2.2(b), above (but expressly excluding any failure to meet the runtime requirements in Section 3.4, below, where the remedy for such failure is expressly set forth therein) for [***] ([***]) Days during any [***] ([***]) period, then Shipper shall be entitled to a temporary release from this Agreement of the Firm Service Gas volumes that Gatherer is unable to accept. Such release shall be conditional for a continuous period beginning on the [***] ([***]) Day of interruption or curtailment during such [***] period, and shall not exceed [***] thereafter. Should Gatherer reestablish regular Firm Service to Shipper during the [***] release period which it does not reasonably believe will be subject to further interruption, Gatherer shall give Shipper written notice of such fact; and, within [***] ([***]) Days after its

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receipt of such notice Shipper shall return all released volumes to the Gatherer and such volumes shall no longer be temporarily released from this Agreement. In the event Gatherer fails to reestablish Shipper’s Firm Service within the [***] release period, Shipper shall be entitled to a permanent release from this Agreement, at Shipper’s sole option, of any Firm Service Gas volumes Gatherer is unable accept on a Firm Service basis.

(d) Reversion to Gatherer for Non-Use. Beginning on October 1, 2015, and continuing each Year thereafter, the Parties shall re-evaluate the MDV for the AGS Gathering System Firm Service at the end of each Year of the Primary Term and Extended Term to provide Shipper with the capacity it requires while affording the Gatherer with the flexibility needed to utilize unused capacity on the AGS Gathering System. The Parties shall adjust the MDV for the following [***] ([***]) Months (the “MDV Adjustment Period”) for the AGS Gathering System to equal the sum of (i) no less than [***]% of the average daily quantity received at the CDPs delivering into the AGS Gathering System in the previous [***] ([***]) Months and (ii) no less than [***]% of [***] ([***]) Months of forecasted peak quantity of gas flowing into the AGS Gathering System from new wells not producing during the previous month, but never to exceed the initial MDV of [***] MMBtu per Day unless agreed to in writing by the Parties.

Beginning January 1, 2018, and continuing each Year thereafter, Parties shall reevaluate the MDV for the Denex Gathering System Firm Service. The Parties shall adjust the MDV for the MDV Adjustment Period for the Denex Gathering System to equal the sum of (i) no less than [***]% of the average daily quantity received at the those CDP(s) delivering into the Denex Gathering System in the previous [***] ([***]) Months and (ii) no less than [***]% of [***] ([***]) [***] of forecasted peak quantity of gas flowing into the AGS Gathering System from new wells not producing during the previous month, but never to exceed the initial MDV of [***] MMBtu per Day. Gatherer reserves the right to temporarily bypass required quantities received aroundcompression if Gatherer has insufficient compression to maintain an MDV capacity of [***] MMBtu per Day through compression on the Denex Gathering System. Any such bypass shall be temporary and shall not extend for more than [***] ([***]) [***] from the commencement of flow from any new CDP or commencement of flow from any existing CDP with increased quantity of gas.

Following any decrease in aggregate MDV for the Gathering Systems, the aggregate quantity of gas for which Gatherer is obligated to redeliver to a Redelivery Point as part of Firm Service as set forth in this Section 2.2 shall decrease by a percentage equal to the percentage decrease in aggregate MDV. Such decreased aggregate firm redelivery quantity shall be effective on the same date as the decrease in aggregate MDV and shall be distributed among Redelivery Points in a manner mutually agreed upon by the Parties.

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2.3. Term. This Agreement shall become effective on the March 1, 2011 and remain in full force and effect for a primary term ending January 31, 2021 (“Primary Term”) and, upon the expiration of the Primary Term, an additional ten (10) year term ending January 31, 2031 (the “Extended Term”). This Agreement shall continue beyond the Extended Term on a year-to-year basis unless otherwise terminated by either party by providing at least [***] ([***]) Days’ written notice.

2.4. Dedicated Lease Swap.

(a) As of December 25, 2014, the Parties agreed to the following acreage swap: (i) Gatherer hereby releases certain leases located within the Acreage (the “Released Leases”) in consideration of the dedication by Producer of substantially similar leases located within the Acreage (the “Replacement Leases”) and (ii) Producer hereby dedicates the Replacement Leases to this Agreement (clauses (i) and (ii) together, the “Dedicated Lease Swap”), all as represented by the area of mutual interest set forth in Exhibit D Beginning on December 25, 2014, the Released Leases will no longer be dedicated hereunder and the Replacement Leases will be dedicated to this Agreement for the remainder of the Primary Term and the Extended Term.

3. FACILITIES

3.1. Shipper’s Construction Responsibilities. Shipper shall be solely responsible for the design, construction, acquisition of rights-of-way, and all costs associated with the construction of pipelines, free liquids removal and handling, and wellhead metering facilities to connect the wells on the Acreage (or outside of the Acreage) to the CDPs.

3.2. [Intentionally Omitted]

3.3. Gatherer’s Construction Responsibilities. Gatherer shall own, and shall be solely responsible for the construction, maintenance, and operation of the Gathering System. Gatherer shall install, own and operate the CDPs which shall be located within each Drilling Unit within the Acreage. Gatherer shall not be required to extend the Gathering Systems beyond the Acreage to CDPs that do not qualify as a Drilling Unit (unless requested under Section 3.3(b) below) or install CDPs outside of the Acreage. The general locations of the CDPs are set forth in the attached Exhibit C; however, the precise locations of each CDP shall be mutually determined by Shipper and Gatherer (the actual location of a CDP as constructed to evidence such agreed location).

(a) Future Construction. Shipper may request in writing that Gatherer construct additional laterals and pipeline extensions (“Future Construction”) to connect future CDPs within the Acreage to the Gathering Systems. Gatherer shall work diligently to complete the Future Construction as promptly as commercially reasonable. Additionally, upon securing the required rights-of-way and governmental or regulatory permits, Gatherer shall use commercially reasonable efforts to insure any Future Construction is completed within a timeframe allotting [***] ([***]) weeks for each mile of pipeline to be constructed; provided, that any

5

pipeline of [***]. In the event that Gatherer does not complete the Future Construction within the time periods described above, and, as a result of such failure, any of Shipper’s CDPs is “waiting on pipeline”, then Gatherer shall credit Shipper’s Service Fee by [***]% for such CDP for an equivalent time period for which the affected CDP was waiting on pipeline. For purposes of this Section 3.3(a), “waiting on pipeline” means that the affected CDP is not operational and able to accept the Dedicated Gas [***] ([***]) Days following the first Day that both (x) Shipper’s construction responsibilities related to such CDP and upstream well are complete and (y) Shipper fractures the well connected upstream of such CDP.

(b) Shipper may request Gatherer, in writing, to construct additional laterals, pipeline extensions, and meter stations to connect CDPs to the Gathering Systems to lands that are not within a Drilling Unit (as defined herein). Gatherer shall work diligently to complete the construction as promptly as commercially reasonable. Shipper shall reimburse Gatherer for [***]% of Gatherer’s costs incurred in the construction of such laterals, pipeline extensions, and meter stations. Such costs shall [***] include all [***] capital costs incurred including, but not limited to, materials, labor, rights-of-way acquisition costs, permitting costs, and inspector costs. Such reimbursement shall be paid in [***] ([***]) [***]. For any lateral or extension constructed under this Section 3.3(b), Shipper’s Dedicated Gas on such laterals or extensions shall have priority over all other deliveries from other shippers flowing on such laterals or extensions.

(c) At Gatherer’s sole cost and expense, Gatherer anticipates placing into service facilities necessary to connect the Denex Gathering System to the Harbison CDP by July 15, 2018 and the Redd CDP [***] ([***]) months after the Redd CDP commences flow, and will attempt to connect earlier based on a commercially reasonable basis. Once the connection to the Harbison CDP is completed, the Shipper’s MDV for the Denex Gathering System will be increased to [***] MMBtu/Day. A general description of such facilities are as follows:

(i) Gatherer shall construct, or cause its Affiliate to construct, approximately [***] ([***]) miles of gathering pipeline to service EQT’s wells. Specifically, for the Harbison Well and Lutes Well , Gatherer shall construct, or cause its Affiliate to construct, approximately [***] [***] miles of pipeline loop from the area in proximity to the Harbison Well to the eastern end of the Denex Gathering System. For the Redd Well, Rice shall construct an approximately [***] ([***]) mile of gathering pipelineto transition the Redd Well to the suction of compression towards the middle of the Denex Gathering System. Notwithstanding anything else in this Section 3.3(c)(i), Gatherer shall have sole discretion over the construction of the facilities necessary to satisfy its obligations in this Section 3.3(c).

3.4. Run Time. Gatherer shall endeavor to maintain the run time of its facilities at [***] percent ([***]%) per Month on an hourly basis; provided, however, such run time calculation shall

6

not include time lost due to Force Majeure or Gatherer’s [***] maintenance of its facilities. Gatherer and Shipper shall determine, once every [***] ([***]) [***] whether the run time during the previous [***] ([***]) [***] was less than [***]% during the entirety of such period. If Gatherer and Shipper determine that the run time is less than [***]% for such period, and if as a result of such run time Gatherer was unable to provide Firm Service up to the Shipper’s MDV in any Month during such period, then Gatherer shall credit Shipper [***] ($[***]) per Mcf for all gas delivered at the CDPs during the ensuing [***] ([***]) [***] Period up to the quantity of Shipper’s Dedicated Gas Gatherer was not able to deliver. Gatherer shall give Shipper [***] ([***]) Days’ notice of any such planned preventative maintenance of its facilities.

3.5. AGS Gathering System Pressure. Gatherer shall endeavor to maintain a pressure at each CDP delivered into the AGS Gathering System located within the Acreage of no greater than [***] psi. To calculate the average AGS Gathering System pressure, Gatherer shall take the summation of the average daily pressure from each CDP delivering into the AGS Gathering System over each Month and divide by the aggregate number of CDPs. In the event the pressure at any CDP within the Acreage averages between [***] psi and [***] psi during any given Month, then Gatherer shall credit Shipper [***] ($[***]) per MMBtu for the gas affected during the given Month. In the event the pressure at any CDP within the Acreage averages greater than [***] psi during any Month, then Gatherer shall credit Shipper [***] ($[***]) per MMBtu for the gas affected during the given Month; provided that if the average Daily gas volumes delivered by Shipper to Gatherer at all CDPs and redelivered by Gatherer to Shipper at all Redelivery Points for such Month were in excess of the MDV, then Gatherer shall have no obligation to credit Shipper for such Month. Notwithstanding anything in this Agreement to the contrary, commencing on January 1, 2015 and continuing Month to Month thereafter until the date that is [***] ([***]) [***] after the Day Shipper notifies Gatherer in writing that it will not, for the remainder of the Primary Term or Extended Term, deliver to the AGS Gathering System volumes of gas in excess of the volumes being then presently produced from wells within the Acreage (and provided that average Daily volumes of gas delivered by Shipper during such [***] ([***]) [***] period are less than or equal to the volumes of gas delivered by Shipper on the date of such notification), Shipper waives and releases Gatherer from the obligation to credit Shipper for gas received within the Acreage during any Month that has an average AGS Gathering System pressure of less than [***] psi for such Month; provided that the termination of such waiver and release will not become effective until Shipper delivers, for an uninterrupted [***] ([***]) [***] period, Daily average volumes of gas that are less than or equal to the volumes of gas delivered by Shipper on the date of such notification. No pressure obligations shall apply to the Denex Gathering System and Gatherer will use commercially reasonable efforts to maintain a pressure at each CDP delivering into the Denex Gathering System of no greater than [***] psig.

3.6. Buy-Back Meter.

(a) Installation. At the written request of either Producer or Shipper, Gatherer shall provide Producer with a cost estimate and plans for the procurement and installation

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of one or more buy-back meters on the Gathering Systems for Producer’s drilling operations (each, a “Buy-Back Meter”) within [***] ([***]) [***] of receiving each such request; provided that, for a [***] ([***]) period after receiving Gatherer’s cost estimate and project plans, Producer may request reasonable changes to Gatherer’s cost estimate and/or project plans to be implemented with Gatherer’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. If Producer agrees to any such cost estimate and project plans, Gatherer shall install each such Buy-Back Meter at the location specified in the project plans. Acknowledging that time is of the essence, Gatherer shall work diligently to complete the installation in a commercially reasonable manner and on an [***], reimbursable basis. Producer shall reimburse Gatherer for 100% of Gatherer’s costs incurred in the installation of any such Buy-Back Meter, which costs shall (i) [***] (ii) include all auditable costs incurred by Gatherer during such installation, including but not limited to costs for equipment, materials, labor, permitting, inspection and maintenance. Producer shall be responsible for any taxes or fees levied on Gatherer for this service. Gatherer shall own, operate, and maintain all facilities installed as part of each Buy-Back Meter. Once each Buy-Back Meter project is complete and Gatherer has accrued all costs, Gatherer will invoice Producer for all such costs and include reasonable documentation to justify all costs. Producer shall remit the invoiced amount on the date that is the later of the 25th Day of the Month following the Accounting Period or thirty (30) Days after the date of such invoice.

(b) Operation. Producer shall be solely responsible for all costs and operations downstream of each Buy-Back Meter, including but not limited to using each such Buy-Back Meter to remove gas from the Gathering System. Any such gas removed by Producer shall be deemed to be pre-delivered to Shipper from Shipper’s account and such Buy-Back Meter shall be deemed a Redelivery Point for all purposes hereunder except with respect to Gatherer’s obligation to provide Firm Service at any such Buy-Back Meter Redelivery Point; the Parties acknowledge that Gatherer will only provide interruptible service at any such Buy-Back Meter Redelivery Point. The gas removed by Producer shall constitute a loan of an equivalent quantity of gas, in MMBtus, from Shipper to Producer; provided that (i) Producer shall repay to Shipper such loaned amount in-kind as soon as possible and (ii) all subsequent deliveries of gas by Shipper at the CDPs shall be deemed to repay any imbalance in Shipper’s account until the same quantity of MMBtus pre-delivered to Producer is fully restored to Shipper’s account. PRODUCER AND SHIPPER SHALL RELEASE, INDEMNIFY AND HOLD GATHERER HARMLESS FROM ANY AND ALL COSTS, FEES, TAXES, LOSSES AND DAMAGES RELATED TO ANY BUY-BACK METER.

4. FEES

4.1. Service Fees. The gathering and dehydration fee, the compression fee, and the interconnect fee are collectively referenced in this Agreement as the “Service Fee”

8

(a) Gathering and Dehydration Fee. Shipper shall pay a gathering and dehydration fee of [***] ($[***]) per MMbtu for all gas delivered to the CDPs into the Gathering Systems provided, however, that until the date that the TETCO Redelivery Point is in service and available for the redelivery of Shipper’s gas (and regardless of Shipper’s nominations, if any, to such Redelivery Point), the gathering and dehydration fee shall be [***] ($[***]) per MMBtu for all gas delivered into the CDPs. Upon Shipper’s delivery of [***] MMBtu per Day during any Month at any or all of the CDPs delivering into the AGS Gathering System, the applicable gathering and dehydration fee for all gas delivered at all CDPs shall be reduced by [***] ($[***]) per MMBtu for the remainder of the Primary Term and Extended Term.

(b) Compression Fee. Shipper shall pay [***] ($[***]) per MMBtu for compression fee for all gas delivered to the CDPs into the AGS Gathering System (“AGS Compression Fee”) and Shipper shall pay [***] ($[***]) per MMBtu for compression fee for all gas delivered to the CDPS into the Denex Gathering System (“Denex Compression Fee”). No Denex Compression Fee shall be assessed to a CDP when Gatherer has that specific CDP on bypass of compression as permitted by Section 2.2(d) of this Agreement.

4.2. Fuel. Shipper shall be allocated its pro rata share of the actual Fuel in MMBtus for each Gathering System. The lost and unaccounted for gas component of the Fuel allocated to Shipper shall not exceed [***] ([***]%) of Shipper’s Dedicated Gas delivered at the CDPs delivered into each Gathering System (measured in MMBtus) during any [***] ([***]) [***] period. If applicable, the compression component of the Fuel allocated to Shipper shall not exceed [***] ([***]%) of Shipper's Dedicated Gas per stage of compression performed by Gatherer in any [***].

4.3. CPI Adjuster. All Service Fees, except the Denex Compression Fee, shall be adjusted upward or downward, annually, for inflation or deflation on each January 1, beginning January 1, 2013 by multiplying each Service Fee by the sum of (a) one, plus (b) the percentage increase or decrease, if any, in the final Consumer Price Index for All Urban Consumers U.S. City Average, All Items, Not Seasonally Adjusted (“CPI-U”) (as reported by the United States Department of Labor, Bureau of Labor Statistics) for the previous twelve-Month (12-Month) period for which changes are reported; provided, however, that in no event will the Service Fee ever be reduced below the amounts set forth in Section 4.1. For purposes of this Section 4.3, the CPI-U shall not exceed [***]% per year. The Denex Compression Fee and Interconnect Fee will be adjusted by the same mechanism on each January 1, beginning January 1, 2017.

5. NOTICES

5.1. Notices. Unless expressly specified otherwise in this Agreement, all notices, demands or communications (“Notices”) under this Agreement shall be in writing and shall be addressed to the party as set forth in this Section 5. Notices shall be deemed effective and shall be deemed delivered (i) if by personal delivery or by overnight courier, on the date of delivery if delivered on or before 4:30 p.m. local time on such Day, (ii) if by electronic communication,

9

on the Day of receipt unless received after 4:30 p.m. local time, and (iii) if by mail, on the first to occur of actual receipt or the third business Day following the date of posting (as evidenced by the postal receipt). Unless otherwise changed by Notice to the other party, all Notices shall be addressed as follows:

If to Shipper:

EQT Energy, LLC

625 Liberty Ave.

Suite 1700

Pittsburgh, PA 15222

Attn: [***]

Phone: [***]

Email address: [***]

If to Producer:

EQT Production Company

625 Liberty Ave.

Suite 1700

Pittsburgh, PA 15222

Attn: [***]

Phone: [***]

Email address: [***]

If to Gatherer:

Rice Poseidon Midstream LLC

2200 Rice Drive

Canonsburg, PA 15317

Attn: [***]

Phone: [***]

Fax: [***]

Email address: [***]

IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the Effective Date.

ShipperGatherer

EQT ENERGY, LLC    RICE POSEIDON MIDSTREAM LLC

By: /s/ Donald M. Jenkins	By: /s/ Rob Wingo
Name: Donald M. Jenkins	Name: Rob Wingo

10

AGREED TO for the purposes set forth in this Agreement:

Producer

EQT PRODUCTION COMPANY

By: /s/ David Schlosser

Name: David Schlosser

Title: EVP

11

EXHIBIT AAREA OF MUTUAL INTEREST

[***]

Exhibit A

EXHIBIT BGENERAL TERMS AND CONDITIONS

1. DEFINITIONS

1.1. Defined Terms. The following terms, when capitalized in the Agreement and/or this Exhibit B, shall have the meanings defined either in this Section 1.1, or shall have the meanings ascribed to them elsewhere in the text of this Agreement.

“Accounting Period” means a period of one Month during which deliveries are made by Shipper at the CDPs.

“Affiliate” means 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 or controls fifty percent (50%) or more of the voting securities of the specified Person, or if the specified Person owns or controls 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

“Btu” or “BTU” means British Thermal Unit and is defined as the amount of heat required to raise the temperature of one (1) avoirdupois pound of pure water from fifty nine and one-half degrees Fahrenheit (59.5°F) to sixty and one-half degrees Fahrenheit (60.5°F) at a constant pressure of fourteen and seventy three hundredths pounds per square inch absolute (14.73 Psia).

“Cubic Foot of gas” means the amount of gas required to fill a cubic foot of space when the gas is at a base pressure of 14.73 Psia at a base temperature of sixty degrees Fahrenheit (60° F).

“Day” means the 24-hour period beginning and ending at 9:00 a.m. local time. The reference date for any Day shall be the calendar date at the beginning of the Day.

“Drilling Unit” means [***] or such other quantity of contiguous acres of land within the Acreage that is formed and permitted for natural gas drilling and production by Producer.

“Force Majeure” shall have the meaning set forth in Section 10 of this Exhibit B.

“Fuel” means gas volumes or electrical power consumed and gas volumes incidentally lost and unaccounted for in the operation of the Gathering Systems and the provision of the compression, dehydration and other services that are contemplated by this Agreement.

Exhibit B

“Gas,” whether or not capitalized herein, means the effluent vapor including all of the constituents thereof and entrained liquids as produced from a well, whether a gas well or an oil well, and delivered into the Gathering System by Shipper and other producers at their respective CDPs.

“Law(s)” means all present and future valid applicable laws, rules, regulations, ordinances, decrees, decisions or orders of any federal, state or local governmental authority.

“Mcf” means one thousand (1,000) cubic feet of gas.

“MMBtu” shall mean one million (1,000,000) Btus.

“Month” means a period beginning at 9:00 a.m. on the first Day of a calendar month and ending at 9:00 a.m. on the first Day of the next succeeding calendar month.

“Psia” means pounds per square inch absolute.

“Psig” means pounds per square inch gauge.

“Year” means the period of time beginning at 9:00 a.m. local time on one Day and ending at 9:00 a.m. local time on the same Day the following year.

2. REPRESENTATIONS, WARRANTIES AND COVENANTS

2.1. General Representations and Warranties. As of May 31, 2013 for Shipper and Producer and as of February 12, 2014 for Gatherer, and during the term of this Agreement, each party, as to itself only, represents and warrants that: (a) it has the right, power, authority and capacity to enter into and perform this Agreement and all transactions contemplated herein, and all actions required to authorize it to enter into and perform this Agreement have been properly taken; (b) there are no bankruptcy, insolvency, reorganization, receivership or other arrangement proceedings pending or being contemplated by it; (c) there are no pending or threatened lawsuits, proceedings, judgments or orders by or before any court or governmental authority that affect either its ability to perform this Agreement or the rights of the other party hereunder.

2.2. Warranty of Title and Covenant to Defend. Shipper hereby warrants that at the time of delivery of Shipper’s Dedicated Gas to the CDPs it will have good title to or the right to deliver the gas delivered hereunder and Shipper’s right to sell the same, or market said gas free from all liens and adverse claims, including liens to secure payment of production taxes, severance taxes, and other taxes. Shipper shall defend and indemnify Gatherer and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of adverse claims, whether meritorious or not, of any and all Persons relating to ownership of said gas or to royalties, overriding royalties, taxes, license fees, or charges thereon, resulting from actions of, by, or through or under Shipper. Gatherer shall be entitled to recover all reasonable attorneys’ fees incurred as a result of its involvement in any action or claim described herein.

2.3. Redelivery of Gas. Shipper covenants to accept or otherwise make suitable arrangements for the disposition of its gas at the Redelivery Points. Upon Shipper’s failure to do so, Gatherer shall be immediately entitled to discontinue receipt of the Shipper’s Gas until Shipper is able to make such suitable arrangements.

2.4. Operational Nomination and Balancing. Nominations are to be submitted by Shipper to the attention of Gatherer’s gas scheduling department in writing, by electronic means designated by Gatherer by 11:30 a.m. Central Time on the Day before Gas is to flow. The nominations shall cite the aggregate volume of gas by system, adjusted for Fuel, as applicable, to be delivered by Shipper at the CDP(s) for redelivery by Gatherer at specified Redelivery Point(s), all in accordance with Gatherer’s then current nomination procedure. Gatherer shall notify Shipper of differences in nominated and scheduled quantities in a timely manner on the Day the nomination is made.

If during any Month, Gas received into Gatherer’s System by or on behalf of Shipper is greater or less than Gas delivered for or on behalf of Shipper, given due adjustments for Fuel, such imbalance shall be resolved on a monthly basis with the same imbalance resolution methodology utilized by the downstream pipeline. All outstanding imbalances shall be resolved within [***] ([***]) Days of the termination of this Agreement.

Notwithstanding anything to the contrary herein, Shipper and Gatherer agree that the operational nomination and balancing provisions set forth herein take into account the policies of the pipelines connected to the downstream side of the Redelivery Points as of March 1, 2011. In the event such policies change after March 1, 2011, Shipper and Gatherer agree to modify the procedures set forth above to comply, in all respects, with such downstream pipeline policies and procedures.

2.5. Agreement for Grant of Easement. To the extent that Shipper or any of its Affiliates owns any surface property in fee or pursuant to a leasehold interest, Shipper shall, without cost to Gatherer and to the extent it has the right to do so, grant, assign or convey, or request the Affiliate to grant, assign or convey, to Gatherer an easement and right-of-way over, under and across such property, and through any adjoining lands in which Shipper may have an interest, for the purpose of installing, using, inspecting, repairing, operating, replacing, and/or removing Gatherer’s pipe, meters, lines, and other equipment used or useful in the performance of the Agreement. Any property of Gatherer placed in or upon any of such land shall remain the personal property of Gatherer. Gatherer shall indemnify and hold Shipper harmless of and from any and all claims and damages for all injuries to persons, including death, or damage to property arising out of or incident to Gatherer’s use of the easement hereunder transferred, only in the event said claim or damage shall be the result of the negligence of Gatherer, their employees, agents and representatives.

3. POINT(S) OF DELIVERY, PRESSURE AND OWNERSHIP

3.1. Points of Delivery and Redelivery. The inlet block valve flange of Gatherer’s metering facilities located at a CDP is the point of delivery for all of the Shipper’s Gas delivered into the applicable Gathering System at such CDP. The outlet block valve flange of Gatherer’s

metering facilities located at a Redelivery Point is the point of redelivery for all of the Shipper’s Gas delivered at such Redelivery Point.

3.2. Transfer of Title. Title to all of the Shipper’s Gas shall remain with Shipper and shall not pass to Gatherer, unless otherwise provided in this Agreement.

3.3. Possession and Control. Shipper shall be in possession and control of the gas deliverable under the Agreement and responsible for any injury or damage caused thereby until the same shall have been delivered to Gatherer at the CDPs. Gatherer shall be deemed to be in exclusive possession and control of the gas once it is received at the CDPs until redelivery at the Redelivery Points, and responsible for any injury or damage caused thereby.

3.4. Uniform Rate of Flow. The parties recognize the desirability of maintaining a uniform rate of flow of gas to the Gathering Systems, and Shipper agrees to use its best commercially reasonable efforts to regulate its delivery of Shipper’s Gas so that gas shall be made available at the CDPs at as uniform a rate of flow as practicable.

3.5. Pressure. Shipper shall deliver gas, or cause gas to be delivered, at the CDPs at pressures sufficient to affect delivery into the Gathering Systems, but in no event shall Shipper cause the pressure at the CDPs to exceed the maximum allowable operating pressure (“MAOP”) as determined by Gatherer. Shipper shall also install and operate, or cause to be installed and operated, an automatic high pressure shutoff valve on the equipment at each CDP to shut off gas flow at a maximum pressure as determined by Gatherer from time to time to limit the pressure at which Shipper delivers gas to prevent the over-pressuring of the Gathering System for safety purposes.

4. RESERVATIONS OF SHIPPER OR PRODUCER

4.1. Excluded Gas. Shipper or Producer hereby expressly reserves the following rights with respect to Shipper’s or Producer’s Gas and the Acreage prior to delivery of the same to Gatherer at the CDPs: (a) to use the gas for fuel in the development and operation of the leases from which the gas is produced; (b) to provide the gas for delivery to unaffiliated lessors of the leases of the gas if such lessors are entitled to use or take such gas in kind under the terms of the leases, provided however, that such gas is not delivered to the lessors via Gatherer’s Gathering Systems; (c) to use the gas for fuel or lift gas in the operation of the facilities which Shipper may install in order to deliver gas hereunder in accordance with the terms hereof; (d) to pool or unitize the leases (or any portion thereof) with other lands and leases; provided, that, this Agreement will cover Shipper’s interest in the pool or unit and the gas attributable thereto; and (e) [***].

5. QUANTITY RESTRICTIONS

5.1. Obligation to Receive Gas. Shipper acknowledges and understands that Gatherer will use the Gathering Systems to receive gas delivered by other parties and that Gatherer has the right to designate or utilize gathering, compression or dehydration facilities owned and operated by third parties to gather, compress, and dehydrate the Shipper’s Gas. Gatherer’s

obligation to receive the Shipper’s Gas under the Agreement is subject to the limitations and conditions set forth below:

(A) Restrictions. If Gatherer is unable to receive the total volumes of the Gas due to any event of Force Majeure, Gatherer shall use its commercially reasonable efforts to control and receive only that portion of the Gas available for delivery from each CDP which is ratable on a volumetric basis with the total volumes subject to such restrictions and available for delivery from all CDPs on the Gathering Systems based upon the most recent Accounting Period of production during which no events of Force Majeure were in effect.

(B) Unacceptable Gas. Gatherer shall not be required to accept gas from any CDP where Gatherer reasonably believes an unsafe condition exists or where such gas does not meet the quality specifications set forth in Section 7.1.

6. GAS MEASUREMENT

6.1. Measurement Equipment. Gatherer shall furnish and install at the CDPs a suitable Senior orifice meter run, and other ancillary devices as needed, such as transmitters and flow computers, or other types of meter or meters of standard make and design commonly acceptable in the industry and meter design where the facility will not require a shutdown to perform meter calibration, at the CDPs. Each meter installed shall be a meter acceptable in the industry and each meter shall be fabricated, constructed, installed, and operated in accordance with the requirements of applicable provisions in American Gas Association (“AGA”) - American Petroleum Institute (“API”) AGA 2000 I API 14.3 specifications, and American National Standards Institute (“ANSI”) - API ANSVAPI 2530, “Orifice Metering of Natural Gas” (AGA gas Measurement Committee Report No. 3) of the Natural Gas Department of the AGA, Electronic flow measurement shall comply with API 21.1, Flow Measurement Using Electronic Metering Systems, in effect at the time of installation, as amended from time to time, or by any other method commonly used in the industry and mutually acceptable to the parties. Chart recorded measurement should not be installed or accepted as primary measurement without mutual agreement by both parties. Any meter installed hereunder shall be open to inspection by Shipper at all reasonable times. The charts, electronic flow measurement (“EFM”) data and/or records pertaining to measurement hereunder shall be retained by Gatherer for a period of [***] ([***]) [***] (or longer to the extent required by Law) for the mutual use of the parties.

6.2. Shipper’s Check Meters. Shipper may, at its option and sole expense, install, maintain and operate check meters of a suitable type and other equipment to check Gatherer’s meters; provided, however, that such check meters and other equipment shall be installed by Shipper so as not to interfere with the operation of any of Gatherer’s facilities. Gatherer and Shipper shall have access to each other’s measuring equipment at all times during business hours, but the reading, calibrating and adjustment thereof and the changing of charts shall be done only by the employees or agents of Gatherer and Shipper, respectively, as to meters or check meters so installed hereunder. If EFM is installed by Shipper, Shipper shall allow Gatherer to connect to it and access all relevant data.

6.3. Meter Calibration.

(A) Calibration. 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 Shipper, if Shipper chooses to be represented. If either party, at any time, desires a special test of any of the meters, the party will promptly notify the other party, and the parties will then cooperate to secure a calibration test and a joint observation of any adjustments, and the meter shall then be adjusted to accuracy. The costs of special tests shall be borne by the requesting party unless the meter is found to be more than [***] percent ([***]%) in error, in which case Gatherer shall pay the costs. Gatherer shall give Shipper notice of the time of all regular tests of its meters and other tests, sufficiently in advance to allow Shipper to have its representative present. Orifice plate inspection will be made at each meter calibration.

(B) Errors Less Than or Equal to [***]%. If upon any test, any of Gatherer’s measurement equipment is found to be in error by [***] percent ([***]%) or less, previous recordings of such equipment shall not be adjusted by the amount of the error, but such equipment shall be adjusted to a condition of accuracy.

(C) Errors Greater Than [***]%. If, upon any test, any of Gatherer’s measurement equipment is found to be inaccurate by greater than [***] percent ([***]%), and the total inaccuracy is greater than [***] MCF [***], then the registrations and billings shall be corrected for a period from the beginning of the Accounting Period in which the test was conducted, using the order of preference set forth in Section 6.4 below. Following any test, measurement equipment found inaccurate shall be adjusted to a condition of accuracy.

6.4. Measurement Equipment Out of Service or Repair. If Gatherer’s measurement equipment is found to be measuring inaccurately and the amount of gas delivered cannot be ascertained or computed from the reading, then the gas delivered during the Accounting Period shall be estimated and agreed upon by the parties based on the best data available, using the first available of (i) the registration of any check meter, including Shipper’s Check Meters, or meters if installed and accurately registering; or, (ii) correction of the errors, if the percentage of error is ascertainable by meter calibration, test or mathematical calculation; or (iii) estimation based on comparison of the quantity of deliveries with deliveries during preceding periods under similar conditions when the meter was registering accurately.

6.5. Standards for Computations. All fundamental constants, observations, records, calculations, and procedures involved in the determination and/or verification of the quantity and other characteristics of gas measured hereunder, for CDP measurement purposes, unless otherwise specified herein, shall be in accordance with the applicable provisions in ANSI - API ANSI/API 2530, “Orifice Metering of Natural Gas” (AGA Gas Measurement Committee Report No. 3) as amended from time to time, or by any other method commonly

used in the industry and mutually acceptable to the parties. Factors required in the computations shall be determined in the following manner:

(A) Temperature. The temperature of gas flowing through each meter shall be determined by a recording thermometer or EFM installed by Gatherer (at its sole cost and expense) to properly record the temperature of the flowing gas and the arithmetical average of the temperature recorded while the gas is flowing during each meter chart interval shall be used in correcting volumes delivered hereunder to a temperature base of sixty degrees Fahrenheit (60°F).

(B) Base Pressure. The base pressure that shall be used for all gas measurement hereunder shall be 14.73 Psia.

(C) Barometric Pressure. The average 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.

(D) Unit of Measurement. The unit of gas volume measurement shall be a MCF of gas. If the pressure base is changed or modified from 14.73 Psia by any regulatory agency having jurisdiction, the unit of measurement shall be adjusted to conform to the new pressure base by use of a factor, the numerator which is 14.73 Psia and the new pressure base (expressed in Psia) is the denominator.

(E) Deviation from Ideal Gas Laws. Deviation from Ideal Gas Laws shall be determined in accordance with the formulas prescribed in AGA Report No. 8 or other approved methods. The pressure and temperature data shall be taken by appropriate methods, and deviation from Ideal Gas Laws shall be calculated. The accuracy of the super-compressibility factors determined shall be verified once each year, or more often if necessary, and such factors shall be determined in accordance with the AGA Report No. 8 or other approved methods.

6.6. Gas Analysis. 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 mutually agreed between Shipper and Gatherer in accordance with standard industry practice, to reasonably assure accurate determinations, [***]. 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. For purposes of determining heating value, all gas measured shall be based on actual water vapor content at delivered pressure and temperature conditions. No heating value will be credited for Btus attributable to hydrogen sulfide or other nonhydrocarbon components. Shipper may obtain comparative samples and may connect in parallel for samples. Comparative cylinders are to be connected and/or removed at the same time as Gatherer’s sample.

6.7. Electronic Flow Measurement. Gatherer may install EFM devices to measure all or part of the gas delivered pursuant to the Agreement. If the EFM equipment is installed, it shall

be utilized, and volumes shall be calculated in accordance with generally accepted industry standards. Shipper shall be provided access to the relevant EFM data from Gatherer’s flow measurement equipment. Any cost or expense incurred by Shipper to receive such data shall be the sole responsibility of Shipper.

6.8. New Measurement Techniques. If at any time a new industry accepted method or technique is developed with respect to gas measurement or the determination of the factors used in such gas measurement, such new method or technique may, at Gatherer’s sole election, be substituted.

7. GAS QUALITY

7.1. Gas Quality Requirements. The gas received by Gatherer hereunder at each CDP shall be commercial in quality, and free of all odor and deleterious substances injurious to pipelines (including dust, dirt, gum-forming constituents, free water, bacteria, and other liquid or solid matter that might interfere with its merchantability or cause injury to or interference with proper operations of the facilities through which the gas flows). Concentrations of hazardous substances must not be hazardous to health, injurious to pipeline facilities, or a limit to marketability. Hazardous substances shall be defined as toxic substances, carcinogenic substances, and/or reproductive toxins. The Shipper’s Gas delivered at the CDPs shall always conform to the specifications of the pipelines connected to the downstream side of each of the Redelivery Points, as the same may be modified or revised from time to time, and shall initially conform to the following specifications:

(A) Hydrogen Sulfide – not contain more than one-half (1/2) of a grain per one hundred (100) cubic feet, or 8 parts per million (8 PPM).

(B) Total Sulfur – not more than five (5) grains per one hundred (100) cubic feet.

(C) Flowing Gas Temperature – not less than forty degrees (40°F) Fahrenheit nor more than one hundred twenty degrees (120°F) Fahrenheit.

(D) Heating Value – the gross heating value shall not be Jess than 967 BTU per standard cubic foot on a saturated basis at a base pressure of 14.73 Psia or greater than 1100 BTU per standard cubic foot on a saturated basis at a base pressure of 14.73 Psia.

(E) Wobbe Number – not less than 1314 nor greater than 1400 or current TETCO Wobbe specifications in effect (calculated using Total Heating Value (THV), dry, under standard conditions at 14.73 psia at 60 degrees (60°F) Fahrenheit.

(F) Water – there shall not be any free water.

(G) Oxygen – not more than one tenth of one percent (0.1%) by volume.

(H) Nitrogen and Oxygen Content – not more than two and seventy-five hundredths percent (2.75%) by volume.

(I) Carbon Dioxide (CO2) – not more than two percent (2%) by volume.

(J) Total Non-Combustible Gases – not more than four percent (4%) by volume.

(K) Hydrocarbon Dewpoint – not more than fifteen degrees (15°) Fahrenheit.

Notwithstanding anything to the contrary herein, Shipper and Gatherer agree that the gas quality specifications set forth above take into account the (i) specifications of the pipelines connected to the downstream side of the Redelivery Points as of March 1, 2011 and (ii) services currently contemplated under this Agreement. Shipper agrees that where any of the downstream pipelines specifications are such that that the services provided under this Agreement as of March 1, 2011 will not result in Shipper’s Gas conforming to such downstream pipeline specifications, then Shipper’s Gas shall be treated in accordance with the nonconforming gas provisions set forth in Section 7.2, below.

7.2. Nonconforming Gas.

(A) Free Flow of Gas. Shipper shall cause its gas to meet the quality specifications contained in this Article and insure that the gas contains no free liquids (except fluids entrained in the gas phase) and solids that could accumulate in Gatherer’s pipelines and impede the free flow of gas. Gatherer shall be responsible and shall make no additional charge to Shipper for the disposal of water, fluids and solids collected through mechanical means. Gatherer shall remit to Shipper all of its pro rata share of the Condensate Proceeds from any sale of liquid hydrocarbons (including condensate and drip liquids) so collected from only the AGS Gathering System and allocated to Shipper on an inlet MMBtu basis. As used herein, “Condensate Proceeds” means the actual proceeds received by Gatherer from the sale of condensate collected from the Gathering Systems after deducting Gatherer’s allocation of capital expenses directly incurred or made by Gatherer to collect, remove, treat, condition, store, or transport such liquids, including water and condensate, operating and direct expenses such as personnel costs, chemical costs, and disposal costs, taxes, fees, and adjustments, including, but not limited to, transportation, marketing, loading, third party blending or treating fees, commissions, fuel, losses, freight allowances and adjustments for product quality incurred or made by Gatherer in connection with the sale of said condensate.

(B) Testing. Gatherer may test the Dedicated Gas for adherence to the specifications contained in this Article. Such testing shall take place at or near the applicable CDP, and shall be in accordance with generally accepted industry standards and procedures. If the Dedicated Gas does not meet the specifications set forth in Section 7.1 above, Gatherer, at its option, may accept or refuse to accept delivery of said gas into the Gathering Systems. Gatherer’s acceptance of such nonconforming Dedicated Gas shall not constitute a waiver of this provision with respect to any future delivery of gas by Gatherer. If Gatherer declines to accept any Dedicated Gas, Shipper shall make reasonable efforts to cause the nonconforming Dedicated Gas to be altered to conform to the quality specifications set forth in Section 7.1, above. Shipper shall

give Gatherer notice of the actions taken to meet the specifications. If Shipper’s nonconforming Dedicated Gas is delivered into Gatherer’s pipeline without the prior knowledge or approval of Gatherer, Shipper shall be liable for any damage or injury to any meters, equipment or other facilities of Gatherer caused by Shipper or its agents.

(C) Remedial Action. Notwithstanding the foregoing, in the event that the Gas does not conform to the quality specifications set forth in this Article, Gatherer shall have the sole right but not the obligation to install facilities necessary to cause the nonconforming gas to conform thereto. In such event, Gatherer shall charge, and Shipper agrees to pay, additional fees and fuel allowances as the same shall be determined by both parties in good faith, as consideration for such corrective services.

8. TAXES

8.1. Shipper shall pay or cause to be paid, and agree to indemnify and hold harmless Gatherer from and against 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 any Governmental Authority with respect to Shipper’s Dedicated Gas [***]. Subject to Section 8.2, Gatherer shall pay or cause to be paid all taxes and assessments, if any, imposed upon Gatherer for the activity of gathering of Shipper’s Dedicated Gas [***].

8.2. Shipper shall reimburse Gatherer for [***] (a) any additional, increased, or subsequently applicable taxes (other than income taxes and any real or personal property or other ad valorem tax imposed on Gathering Systems) implemented or imposed after March 1, 2011 that are lawfully levied on or paid by Gatherer with respect to its performance under this Agreement or on any part of Gathering Systems and (b) any new or subsequently applicable assessments, fees or other charges implemented or imposed on Gatherer with respect to the services provided hereunder, including any such assessments, fees or other charges arising from any carbon tax or cap and trade law, rule or regulation adopted after March 1, 2011. [***]. [***]. If any Governmental Authority takes any action (including issuance of any “policy statement,” rule, or regulation) whereby the receipt, gathering, treating, or delivery of Shipper’s gas as contemplated under this Agreement shall be prohibited or subject to terms, conditions or regulations, including rate or price controls or ceilings or open access requirements not in effect on March 1, 2011, and which, in the reasonable judgment of Gatherer, materially adversely affect the economics of the services provided, and Fees received, under this Agreement, then, upon notice by Gatherer to Shipper, the Parties shall as promptly as practicable meet to negotiate in good faith such changes to the terms of this Agreement as may be necessary or appropriate to preserve and continue for the Parties the rights and benefits originally contemplated for the Parties by this Agreement, including returns expected by Gatherer, with such amendment to this Agreement to be effective no later than the effective date of such new or amended applicable law.

9. BILLING PERIOD, STATEMENTS, and PAYMENT

9.1. Gatherer’s Invoice. After delivery of the Shipper’s Gas has commenced, Gatherer shall send a monthly statement to Shipper indicating the quantity of the Shipper’s Gas delivered (excepting the percentages retained by Gatherer) and the Service Fees due to Gatherer for the services provided during the preceding Accounting Period. [***], Shipper shall remit the invoiced amount on the date that is the later of the 25th Day of the Month following the Accounting Period or fifteen (15) Days after the date of Gatherer’s statement, If Shipper does dispute a portion the invoiced amount, [***]. Shipper shall indemnify and hold Gatherer harmless from any and all charges, penalties, costs and expenses of whatever kind or nature arising from Shipper’s failure to pay undisputed amounts, including costs and expenses of any litigation and reasonable attorneys’ fees associated therewith. Unpaid [***] amounts due shall accrue interest at the lesser of a rate equal to the prime rate in effect at JP Morgan Chase Bank or its successor on the first Day of the month in which delinquency occurs plus [***]% or the maximum permitted by Law.

9.2. Records; Finality of Statement. Each party agrees to keep records and books of account in accordance with generally accepted accounting principles in the industry. Any statement shall be final as to both parties unless questioned within [***] ([***]) [***] after payment thereof has been made.

9.3. Errors. If following payment of a statement either party asserts an error regarding measurements, billings, payments, or other charge or computation regarding the statement, it shall be adjusted without interest or penalty as soon as reasonably possible, but in any event, within one Month from the date the error is asserted and resolved. Neither party will have any right to recoup or recover prior overpayments or underpayments that result from errors that occur in spite of good faith performance if the amounts involved do not exceed $[***] per Month per CDP. Either party may require prospective correction of such errors. Statements not questioned within [***] ([***]) [***] from the statement date shall be final as to both parties.

9.4. Records and Charts. Each party shall have the right for [***] ([***]) [***] following receipt of any statement, charge, or computation to examine the books, records, charts, or EFM data of the other party, during normal working hours, to the extent necessary to verify the accuracy of any statement, charge or computation made under the Agreement. The parties shall each preserve all test data, charts, data and other similar records in conformance with Law, but not less than [***] ([***]) [***]. Gatherer shall provide charts and records to Shipper for verifying the accuracy of measurements within [***] ([***]) [***] after request by Shipper. Shipper shall return the charts and records, and any and all copies, within [***] ([***]) [***] after receipt.

10. FORCE MAJEURE

10.1. Suspension of Obligations. In the event either Gatherer or Shipper is rendered unable, by reason of an event of Force Majeure, as hereinafter defined, to perform, wholly or in part, any obligation or commitment set forth in the Agreement, then upon such party giving notice

and full particulars (including all supporting documentation) of such event as soon as practicable after the occurrence thereof, the obligations of both parties shall be suspended to the extent and for the period of such Force Majeure provided that the party claiming an event of Force Majeure shall make all reasonable attempts to remedy the same with all reasonable dispatch.

10.2. Force Majeure Defined. The term “Force Majeure”, as used herein, means an event that (i) was not within the control of the party claiming its occurrence; and (ii) could not have been prevented by such party through the exercise of due diligence. Events of Force Majeure shall include acts of God, strikes, lockouts or industrial disputes or disturbances, civil disturbances, arrest and restraint of rulers or people, interruptions by government or court orders, necessity for compliance with any present and future valid orders of court, or any law, statute, ordinance or regulation promulgated by any governmental or regulatory authority having proper jurisdiction, acts of the public enemy, wars, riots, blockades, insurrections, including inability to secure materials by reason of allocations promulgated by authorized governmental agencies, epidemics, landslides, lightning, earthquakes, fires, storms, floods, washouts, inclement weather which necessitates extraordinary measures and expense to construct facilities and/or maintain operations, explosions, partial or entire failure of gas supply, breakage or accident to machinery, compressors or lines of pipe, freezing of wells, compressors or pipelines, inability to obtain or delays in obtaining materials, easements or rights-of-way (provided they were pursued with diligence and in a timely manner), inability of downstream markets to take gas or liquids or market failure due to conditions other than price, the shutting in of facilities for the making of repairs, alterations or maintenance to wells, pipelines or plants, or any other cause whether of the kind herein enumerated or otherwise, not reasonably within the control of the party claiming “Force Majeure”.

10.3. Inapplicability of this Article. Neither party shall be entitled to the benefit of the provisions of this Article if the failure was caused by lack of funds, or with respect to the payment of any amount or amounts then due hereunder.

10.4. Strikes and Lockouts. Settlement of strikes and lockouts shall be entirely within the discretion of the party affected, and the duty that any event of Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the parties directly or indirectly involved in such strikes or lockouts when such course is inadvisable in the discretion of the party having such difficulty.

11. DEFAULT

11.1. Termination of the Agreement. If either party shall materially fail to perform any of its covenants or obligations under this Agreement, in addition to its other rights and remedies that the non-breaching party may have at law or in equity, the non-breaching party may proceed as follows:

(A) Notice of Default. The non-defaulting party will provide written Notice to the other party in default, stating specifically the cause for terminating the Agreement, and

declaring it to be the intention of the party giving notice to terminate the same; thereupon, the party in default shall have [***] ([***]) [***] Days after receipt of the Notice to remedy or remove or cure the default. If the default is of a nature that requires more than [***] Days to cure, the party in default shall inform the non-defaulting party of the anticipated period (such period not to extend longer than [***] ([***]) [***]) and must diligently begin to cure. If within such period the defaulting party cures the default, then such notice shall be withdrawn and the Agreement shall continue in full force and effect. Failure to cure within the identified period will result in immediate termination of the Agreement. Notwithstanding the foregoing, with respect to a default of Shipper or Gatherer to make payment of undisputed amounts to the other, as applicable, when due, then the period to cure such default shall be [***] ([***]) Days from receipt of Notice thereof.

(B) Termination. In case the defaulting party does not cure the default within the applicable periods, then the non-defaulting party may immediately terminate this Agreement; provided however, that any termination this Agreement shall not affect or negate any obligations of a party arising or accruing prior to the termination date or otherwise affect any other remedy that the non-breaching party may have at law or in equity.

(C) Specific Performance. The parties recognize and agree that remedies at law will not be adequate to satisfy a breach of the respective obligations of Producer to sell and Shipper to deliver the Dedicated Gas to the CDPs pursuant to Section 2.1 of this Agreement. Accordingly, the non-breaching party shall be entitled to specific performance in the event of any actual breach by Shipper or Producer of their obligations set forth in Section 2.1 of this Agreement, which remedy shall be exclusive and not in addition to any remedy available by contract, tort, common law or applicable state and federal statutes.

11.2. Waiver. No waiver by either Shipper or Gatherer of any default of the other under this Agreement shall operate as a waiver of any future default, whether or like or different character or nature, nor shall any failure to exercise any right hereunder be considered as a waiver of such right in the future.

12. MISCELLANEOUS

12.1. Binding Nature of the Agreement and Assignment. Gatherer shall make no assignment of this Agreement to a non-Affiliate without the express written consent of the Shipper, such consent not to be unreasonably withheld, conditioned, or delayed; provided,however, that no such consent shall be required where the assignee [***]. Nothing herein contained shall in any way prevent Gatherer from pledging or mortgaging all or any part of the Gathering System as security under any mortgage, deed of trust, or other similar lien, or from pledging this Agreement or any benefits accruing hereunder to the party making the pledge, without the assumption of obligations hereunder by the mortgagee, pledgee or other grantee under such an instrument. It is agreed that no sale of all or substantially all of the Gathering Systems nor sale or assignment of any of a Producer’s Acreage shall be made unless the purchaser

or assignee thereof shall assume and agree to be bound by this Agreement insofar as the same shall affect and relate to the Acreage, AGS Gathering System or interests so sold or conveyed.

12.2. No Third Party Beneficiaries. Nothing in this Agreement, expressed or implied, confers any rights or remedies on any person or entity not a party hereto other than successors and assigns, or heirs.

12.3. Entire Agreement; Amendments. This Agreement and the attached exhibits together with the provisions of those certain Assignments and Assumptions of Cracker Jack Gas Gathering Agreements dated as of May 31, 2013, among the parties described in Recital A, are the entire agreement and understanding between the parties, and supersedes and renders null and void and of no further force and effect any prior understandings, negotiations or agreements between the parties relating to the subject matter hereof, and all amendments and letter agreements in any way relating thereto. No provision of this Agreement may be changed, modified, waived or discharged orally, and no change, modification, waiver or amendment of any provision will be effective except by written instrument to be executed and approved by the parties hereto. No representation, understanding, warranty, condition or agreement of any kind shall be relied upon by the parties except those contained in this Agreement.

12.4. Headings. The article and section headings are for reference and convenience only and shall not be considered in the interpretation of this Agreement.

12.5. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas without regard to principles of conflicts of laws. This Agreement has been drafted jointly by the parties. Therefore the rules of contract construction that ambiguities shall be construed against the drafter shall not apply.

12.6. Counterparts. This Agreement may be executed in one or more original counterparts, all of which, taken together shall constitute an original. This Agreement shall not become effective unless and until it has been executed by both parties.

12.7. Severability. If any provision of this Agreement is held to be invalid or unenforceable in whole or in part, such provision, only to the extent invalid or unenforceable, shall be severable from this Agreement, and the other provisions of this Agreement shall remain in full force and effect and the remaining provisions hereof shall be liberally construed to carry out the purpose and intent of this Agreement.

12.8. Non-Disclosure. Unless otherwise agreed to in writing by all the Parties hereto, the terms and conditions of this Agreement shall not be disclosed or revealed to any persons or entities other than those employed by or working on behalf of the parties hereto, except for disclosures: (i) made to a bona fide potential purchaser, investor, partner, lender, financial advisor, consultant or attorney of such party; (ii) required by applicable law, order, decree, regulation, rule (including without limitation, those of any regulatory agency, securities commission or stock exchange) or judicial, administrative, regulatory or self-regulatory

proceeding; or (iii) made to owners of a royalty interest in the Acreage whose gas is sold by Shipper, but only for the purpose of determining the cost attributable to such royalty owner’s interest. Notwithstanding the foregoing or anything herein to the contrary, the parties may, without liability hereunder, disclose the existence of this Agreement and the identities of the parties hereto.

12.9. Limitation of Liability. No party shall be liable to the other party for any indirect, incidental, consequential, special, exemplary, or punitive damages arising from any breach of this Agreement, including, without limitation, any breach of a warranty contained herein or of any obligation to perform services and/or provide deliverables by a specified time.

12.10. Anti-Corruption and Facilitation Payments. In implementing the requirements of this Agreement, the Parties agree to use reasonable endeavors to comply with, and to use reasonable endeavors to procure that relevant third parties used for fulfilling the Parties’ respective obligations under the Agreement comply with, all laws, rules, regulations, decrees or official governmental orders prohibiting bribery, corruption and money laundering. All financial settlements, billings and reports in connection with the Agreement shall properly reflect the facts related to any activities and transactions handled for the account of the other Party.

12.11. Further Assurances. Each Party and Producer shall take such acts and execute and deliver such documents as may be reasonably required to effectuate the purposes of this Agreement. Upon termination of this Agreement in accordance with its terms, each Party and Producer shall file any releases with the proper Governmental Authorities as requested by such other Party.

END OF GENERAL TERMS AND CONDITIONS

EXHIBIT CAGS GATHERING SYSTEM AND DENEX GATHERING SYSTEM

[***]

Exhibit C

EXHIBIT DDEDICATED LEASE SWAP AREA OF MUTUAL INTEREST

[***]

Exhibit D

EX-10.6

Mr. Thomas F. Karam

August 9, 2018

Exhibit 10.6

CONFIDENTIAL

August 9, 2018

Mr. Thomas F. Karam    

VIA E-MAIL

Dear Mr. Karam:

Please accept this letter as a personal invitation to join our team and an official offer of at-will employment as a Senior Vice President and President, Midstream in our Pittsburgh office, reporting to David L. Porges, Interim President and Chief Executive Officer. The Board of Directors of the applicable companies have already elected you to the following positions: Senior Vice President and President, Midstream of EQT Corporation, President and Chief Executive Officer of EQT Midstream Services, LLC, and President and Chief Executive Officer of EQT GP Services, LLC.

Please carefully review the following sections of this letter, as they delineate the conditions of our offer. This offer is contingent upon the completion of a mandatory drug screen, and execution and delivery of the Non-Compete Agreement referenced below. If you have questions about these pre-employment evaluations, please contact me at 412.553.5712.

Base Salary

Your beginning base salary will be $23,076.93, paid bi-weekly. This is equivalent to $600,000.00 annually. Future adjustments in base salary, if any, are generally made by the Management Development and Compensation Committee (“the MDCC”) of the EQT Corporation Board of Directors in conjunction with our annual performance review process.

Car Allowance

You will be provided a car allowance in the amount of $348.46, paid bi-weekly. This is equivalent to $9,060 annually, and is intended to cover the annual cost of acquiring, maintaining and insuring a car.

Short-Term (or Annual) Incentive Compensation

In addition to your base salary, EQT Corporation (“EQT” or “Company”) offers incentive compensation under the EQT Corporation Executive Short-Term Incentive Plan (“ESTIP”).

Your 2018 target for the ESTIP will be 75% of the midpoint of your position, prorated based on full months worked during the calendar year in which you were hired.  For calculation purposes, the proration will begin

EQT Corporation | EQT Plaza | 625 Liberty Avenue | Suite 1700 | Pittsburgh, PA 15222

T 412.553.5712 | F 412.553.5722 | www. eqt.com

Mr. Thomas F. Karam

August 9, 2018

on the first calendar day of the first full month following your hire date. Your ESTIP target for future years will be established by the MDCC.

Long-Term Incentive Plan

You are eligible for a 2018 long-term incentive award consisting of time-based restricted awards valued at $3,000,000.00, determined on a basis consistent with the Company’s practice.  The awards will be granted on the date you commence employment or as soon thereafter as is practical. They will be governed by the EQT Corporation 2014 Long-Term Incentive Plan and the related Program documents and participant award agreements.  The actual number of shares granted will be determined using the closing price of EQT stock on the grant date, rounded up to the next 10 shares. Your long-term incentive award for future years will be established by the MDCC.

Equity Ownership Guidelines

Consistent with the goal of driving long-term value creation for shareholders, the Company’s equity ownership guidelines require significant equity ownership by our executive officers. Qualifying holdings include EQT stock, EQT GP Holdings, LP (EQGP) units and EQT Midstream Partners, LP (EQM) units owned directly, EQT shares held in the Company’s 401(k) plan, time-based restricted stock and units, and performance-based awards for which only a service condition remains, but do not include other performance-based awards or options. Although mandatory, there is no deadline for achieving the ownership guidelines and executives are not required to purchase EQT stock, EQGP units or EQM units. The net shares or units acquired through incentive compensation plans (through the exercise of options, the vesting of restricted stock or similar) must be retained if an executive has not satisfied his target. An executive’s failure to meet the equity ownership guidelines may influence an executive’s mix of cash and non-cash compensation. Executives are not permitted to pledge their EQT equity, or EQGP equity if they are also directors or executive officers of EQGP’s general partner or EQM equity if they are also directors or executive officers of EQM’s general partner. Executives are not permitted to hedge or otherwise invest in derivatives involving EQT stock, EQGP units or EQM units.

All executive officers, other than the CEO, currently have a three times base salary guideline.

Confidentiality, Non-Solicitation and Non-Competition Agreement

This offer is conditioned upon you executing the enclosed Confidentiality, Non-Solicitation and Non-Competition Agreement (“Non-Compete Agreement”).

Executive Alternative Work Arrangement

You have the option at this time of electing to participate in Executive Alternative Work Arrangement status following your cessation of full-time employment with EQT. If you desire to participate, you must make an election at this time in conjunction with the execution of your Non-Compete Agreement. See “Executive Alternative Work Arrangement Employment Agreement” attached as Exhibit A to the Non-Compete Agreement and the election form that immediately precedes Exhibit A to the Non-Compete Agreement.

Work Schedule Options

Mr. Thomas F. Karam

August 9, 2018

In order to provide employees with a way to maintain work/life balance, EQT has two work schedule options – a 9/80 work schedule and a traditional 8-hour day/5 days per week option. Under the 9/80 work schedule, during the standard 80-hour pay period employees work eight 9-hour days (Monday through Thursday) and one 8-hour day (Friday), with a tenth day off (alternate Friday).

Initially, you will work the traditional work schedule until you make a selection and discuss it with your supervisor. Detailed information on these work schedule options, holidays and vacation will be covered in orientation. You will have 31 days to make your schedule selection.

Employee Benefits

You will have the opportunity to participate in such group medical, dental, life and disability insurance plans, retirement and savings plans and other fringe benefit programs as are available generally to employees of the Company, and as may be amended from time-to-time.

Additional Retirement Benefit

Once 401(k) contributions for executive officers reach the maximum level permitted under the 401(k) plan or by regulation, Company contributions are continued on an after-tax basis under the 2006 Payroll Deduction and Contribution Program through an annuity program offered by Fidelity Investments Life Insurance Co. Each year, the Company also contributes an amount equal to 11% of each executive officer’s annual incentive award to such program.

Perquisites

See “2018 Executive Officer Perquisites” document attached.

Vacation and Holidays

Your annual vacation entitlement will be 240 hours, which will be prorated for the first year based upon full months worked. Additionally, EQT presently observes certain paid holidays.

Relocation Benefits

You will be eligible to receive Tier IV relocation benefits, provided that you sign and return the enclosed Relocation Agreement to onboarding@eqt.com:

• Miscellaneous Allowance in the amount of $10,000. The Miscellaneous Allowance is not tax assisted.

• Lump Sum Allowance that is intended to cover 90 days of temporary lodging. The Lump Sum Allowance is tax assisted (grossed up).

Mr. Thomas F. Karam

August 9, 2018

Contingency Matters

This offer and your continued employment with EQT are contingent upon the following:

• In accordance with the Federal Immigration Reform and Control Act of 1986, you are required to provide EQT with verification of your identity and eligibility to work in the United States; and

• Submitting to and successfully completing all pre-employment assessments including a drug screen, and execution and delivery of the Non-Compete Agreement.

The benefits and perquisites described above are subject to review and modification by the MDCC or, if applicable to all employees, by EQT from time to time.

Your starting date will be August 9, 2017.

Please understand that employment with EQT is at-will, which means that either you or the Company can terminate the employment relationship at any time, with or without cause. This employment-at-will

Mr. Thomas F. Karam

August 9, 2018

relationship cannot be changed except by a written agreement approved by the MDCC and signed by an authorized officer of the Company.

If you have any questions regarding this offer, please contact me at 412.553.5712. Should you accept, you must also complete and return the attached Non-Compete Agreement to me via fax at 412.553.5722 or via e-mail in the form of a .pdf to cpetrelli@eqt.com.

With your acceptance, you confirm that you are not currently bound by or subject to any confidentiality or non-competition agreement with a previous employer that you have not previously disclosed to us and, if in writing, provided a copy to us.

EQT's onboarding process is administered through an online application called Taleo Onboard. Once we receive your signed offer letter, you will receive an e-mail from Taleo Onboard with details to set up your username and password. Please log-on to Taleo Onboard immediately to complete your profile and post-offer employment questionnaire. Until these forms have been completed, we cannot initiate your mandatory pre-employment assessments. If you experience any problems using Taleo Onboard, please contact John Orfanopoulos, Director, Talent Acquisition at 412.395.2634 or jorfanopoulos@eqt.com or contact me.

This offer expires seven days from the date of this letter.

Confidentiality

This letter is confidential, and its contents are intended solely for review by you and your counsel. You should not disclose, and you will advise your counsel not to disclose, this letter’s contents or the fact of its existence to any third party without our prior written consent. Except as may be required by law or stock exchange rule, the disclosure of this offer and your acceptance, if any, to any third party other than your counsel and our representatives subject to an appropriate confidentiality obligation, will be mutually agreed upon and coordinated.

Please return one copy of this letter with your signature indicating your acceptance or rejection of this offer, and the terms and conditions contained herein, to me. If you have any questions, please contact me directly.

Sincerely,

/s/ Charlene Petrelli

Charlene Petrelli

Vice President and Chief Human Resources Officer

I Accept / Reject (circle) the Company’s offer of employment and the terms and conditions set forth herein:

Mr. Thomas F. Karam

August 9, 2018

/s/ Thomas F. Karam                            August 10, 2018

Thomas F. Karam        Date

EX-10.7

Exhibit 10.7

CONFIDENTIALITY, NON‑SOLICITATION and

NON‑COMPETITION AGREEMENT

This CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION AGREEMENT (this “Agreement”) is entered into and effective as of August 9, 2018, by and between EQT Corporation, a Pennsylvania corporation (EQT Corporation and its subsidiary companies are hereinafter collectively referred to as the “Company”), and Thomas F. Karam (the “Employee”).

WITNESSETH:

WHEREAS, the Company desires to procure the services of Employee, and Employee is willing to enter into employment with the Company, subject to the terms and subject to the conditions set forth below; and

WHEREAS, during the course of Employee’s employment with the Company, the Company will impart to Employee proprietary and/or confidential information and/or trade secrets of the Company; and

WHEREAS, in order to protect the business and goodwill of the Company, the Company desires to obtain certainconfidentiality, non-competition and non‑solicitation covenants from the Employee; and

WHEREAS, the Employee is willing to agree to these confidentiality, non-competition and non-solicitation covenants by entering into this Agreement, in exchange for the Company’s employment of Employee and the Company’s agreement to pay the severance benefits described in Section 3 below in the event that Employee’s employment with the Company is terminated in certain circumstances; and

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1.    Restrictions on Competition and Solicitation. While the Employee is employed by the Company and for a period of twenty-four (24) months after the date of Employee's termination of employment with the Company for any reason Employee will not, directly or indirectly, expressly or tacitly, for himself/herself or on behalf of any entity conducting business anywhere in the Restricted Territory (as defined below): (i) act in any capacity for any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee's employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee's employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee's employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the

activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee's employment with the Company only to the extent that Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company.

Restricted Territory shall mean: (i) the entire geographic location of any natural gas and oil play in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights and pipeline capacity contracts on non-affiliated or third-party pipelines), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (ii) the entire geographic location of any natural gas and oil play in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iii) the entire geographic location of any natural gas and oil play in which the Company has decided to make or has made an offer to purchase or lease assets for the purpose of conducting any of the business activities described in subparagraphs (i) and (ii) above within the six (6) month period immediately preceding the end of the Employee’s employment with the Company provided that Employee had actual knowledge of the offer or decision to make an offer prior to Employee’s separation from the Company. For geographic locations of natural gas and oil plays, refer to the maps produced by the United States Energy Information Administration located at www.eia.gov/maps.

Employee agrees that for a period of twenty-four (24) months following the termination of Employee's employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee's separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee's separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee's employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee's employment with the Company to be offered in the future.

While Employee is employed by the Company and for a period of thirty-six (36) months after the date of Employee's termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee, consultant,vendor or independent contractor to leave the employ of or engagement by the Company or its successors, assigns or affiliates, or to violate the terms of their contracts with the Company.

2.    Confidentiality of Information and Nondisclosure. Employee acknowledges and agrees that his employment by the Company necessarily involves his/her knowledge of and access to

confidential and proprietary information pertaining to the business of the Company. Accordingly, Employee agrees that at all times during the term of this Agreement and for as long as the information remains confidential after the termination of Employee's employment, he will not, directly or indirectly, without the express written authority of the Company, unless directed by applicable legal authority having jurisdiction over Employee, disclose to or use, or knowingly permit to be so disclosed or used, for the benefit of himself/herself, any person, corporation or other entity other than the Company, (i) any information concerning any financial matters, employees of the Company, customer relationships, competitive status, supplier matters, internal organizational matters, current or future plans, or other business affairs of or relating to the Company, (ii) any management, operational, trade, technical or other secrets or any other proprietary information or other data of the Company, or (iii) any other information related to the Company which has not been published and is not generally known outside of the Company. Employee acknowledges that all of the foregoing, constitutes confidential and proprietary information, which is the exclusive property of the Company. Nothing in this Agreement prohibits Employee from: (i) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures (including of confidential information) that are protected under the whistleblower provisions of federal, state, or local law or regulation; or (ii) disclosing trade secrets when the disclosure is solely for the purpose of: (a) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity; (b) working with legal counsel in order to determine whether possible violations of federal, state, or local law or regulation exist; or (c) filing a complaint or other document in a lawsuit or other proceeding, if such filing is made under seal. Any disclosures of trade secrets must be consistent with 18 U.S.C. §1833.

3.    Severance Benefit. If the Employee’s employment is terminated by the Company for any reason other than Cause (as defined below) or if the Employee terminates his employment for Good Reason (as defined below), the Company shall provide Employee with the following:

(a) A lump sum payment payable within 60 days following Employee’s termination date equal to twenty-four (24) months of Employee’s base salary in effect at the time of such termination, or immediately prior to the event that serves as the basis for termination for Good Reason;

(b) A lump sum payment payable within 60 days following Employee’s termination date equal to two times the average annual incentive (bonus) payment earned by the Employee under the Company’s applicable Short-Term Incentive Plan (or any successor plan) for the three (3) full years prior to Employee’s termination date; provided that if such termination of employment occurs prior to Employee having been employed by the Company for three full calendar years and through the determination and payment, if any, of the annual incentive for the third such year, then such average shall be calculated by including, for each partial calendar year of employment and each calendar year during which such individual was not employed by the Company, the greater of (i) the Employee’s actual award for such year, and (ii) the Employee’s target annual incentive (bonus) award at time of termination;    

(c) A lump sum payment payable within 60 days following Employee’s termination date equal to the product of (i) twelve (12) and (ii) 100% of the then-current Consolidated Omnibus Budget Reconciliation Act of 1985 monthly rate for family coverage;

(d) A lump sum payment payable within 60 days following Employee’s termination date equal to $200,000;

(e) Subject to Section 14 of this Agreement, all stock options, restricted stock, restricted stock units and other time-vesting equity awards granted to Employee under the EQT Corporation 2014

Long-Term Incentive Plan (as amended from time to time, and including any successor plan thereto, the “2014 LTIP”), the EQT Midstream Services, LLC 2012 Long-Term Incentive Plan (as amended from time to time, and including any successor plan thereto, the “2012 LTIP”), the EQT GP Services, LLC 2015 Long-Term Incentive Plan (as amended from time to time, and including any successor plan thereto, the “2015 LTIP”), and any other long-term incentive plan of the Company (the 2014 LTIP, the 2012 LTIP, the 2015 LTIP and any other long-term incentive plan of the Company are, collectively, the “LTIPs”) shall immediately become vested and exercisable in full and/or all restrictions on such awards shall lapse (for avoidance of doubt, this provision shall supersede any provision to the contrary contained in any award agreement or program); and

(f) Subject to Section 14 of this Agreement, all performance-based equity awards granted to Employee by the Company under the LTIPs shall remain outstanding and shall be earned, if at all, based on actual performance through the end of the performance period as if Employee’s employment had not been terminated (for avoidance of doubt, this provision shall supersede any provision to the contrary contained in any award agreement or program).

The payments provided under this Section 3 shall be subject to applicable tax and payroll withholdings, and shall be in lieu of any payments and/or benefits to which the Employee would otherwise be entitled under the EQT Corporation Severance Pay Plan (as amended from time to time). The Company’s obligation to provide the payments and benefits under this Section 3 shall be contingent upon the following:

(a) Employee’s execution of a release of claims in a form acceptable to the Company; and

(b) Employee’s compliance with his obligations hereunder, including, but not limited to, Employee’s obligations set forth in Sections 1 and 2 (the “Restrictive Covenants”).

Solely for purposes of this Agreement, “Cause” as a reason for the Employee’s termination of employment shall mean: (i) Employee’s conviction of a felony, a crime of moral turpitude or fraud or Employee having committed fraud, misappropriation or embezzlement in connection with the performance of his duties; (ii) Employee’s willful and repeated failures to substantially perform assigned duties; or (iii) Employee’s violation of any provision of a written employment-related agreement between Employee and the Company or express significant policies of the Company. If the Company terminates Employee’s employment for Cause, the Company shall give Employee written notice setting forth the reason for his termination not later than 30 days after such termination.

Solely for purposes of this Agreement, “Good Reason” shall mean Employee’s resignation within 90 days after: (i) a reduction in Employee’s base salary of 10% or more (unless the reduction is applicable to all similarly situated employees); (ii) a reduction in Employee’s annual short-term bonus target of 10% or more (unless the reduction is applicable to all similarly situated employees); (iii) a significant diminution in Employee’s job responsibilities, duties or authority; (iv) a change in the geographic location of Employee’s primary reporting location of more than 50 miles; and/or (v) any other action or inaction that constitutes a material breach by the Company of this Agreement. A termination by Employee shall not constitute termination for Good Reason unless Employee first delivers to the General Counsel of the Company written notice: (i) stating that Employee intends to resign for Good Reason pursuant to this Agreement; and (ii) setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must be given no later than 90 days after the initial occurrence of such event). The Company shall have a reasonable period of time (not less than 30 days after receipt of

Employee’s written notice that Employee is resigning for Good Reason) to take action to correct, rescind or substantially reverse the occurrence supporting termination for Good Reason as identified by Employee. Failure by the Company to act or respond to the written notice shall not be deemed to be an admission that Good Reason exists.

4.    Severability and Modification of Covenants. Employee acknowledges and agrees that each of the Restrictive Covenants is reasonable and valid in time and scope and in all other respects. The parties agree that it is their intention that the Restrictive Covenants be enforced in accordance with their terms to the maximum extent permitted by law. Each of the Restrictive Covenants shall be considered and construed as a separate and independent covenant. Should any part or provision of any of the Restrictive Covenants be held invalid, void, or unenforceable, such invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable any other part or provision of this Agreement or such Restrictive Covenant. If any of the provisions of the Restrictive Covenants should ever be held by a court of competent jurisdiction to exceed the scope permitted by the applicable law, such provision or provisions shall be automatically modified to such lesser scope as such court may deem just and proper for the reasonable protection of the Company’s legitimate business interests and may be enforced by the Company to that extent in the manner described above and all other provisions of this Agreement shall be valid and enforceable.

5.    Reasonable and Necessary Agreement. The Employee acknowledges and agrees that: (i) this Agreement is necessary for the protection of the legitimate business interests of the Company; (ii) the restrictions contained in this Agreement are reasonable; (iii) the Employee has no intention of competing with the Company within the limitations set forth above; (iv) the Employee acknowledges and warrants that Employee believes that Employee will be fully able to earn an adequate livelihood for Employee and Employee’s dependents if the covenant not to compete contained in this Agreement is enforced against the Employee; and (v) the Employee has received adequate and valuable consideration for entering into this Agreement.

6.    Injunctive Relief and Attorneys’ Fees. The Employee stipulates and agrees that any breach of the Restrictive Covenants by the Employee will result in immediate and irreparable harm to the Company, the amount of which will be extremely difficult to ascertain, and that the Company could not be reasonably or adequately compensated by damages in an action at law. For these reasons, the Company shall have the right, without the need to post bond or prove actual damages, to obtain such preliminary, temporary or permanent injunctions, orders or decrees as may be necessary to protect the Company against, or on account of, any breach by the Employee of the Restrictive Covenants. In the event the Company obtains any such injunction, order, decree or other relief, in law or in equity, the duration of any violation of Section 1 shall be added to the applicable restricted period specified in Section 1. Employee understands and agrees that, if the parties become involved in a lawsuit regarding the enforcement of the Restrictive Covenants and if the Company prevails in such legal action, the Company will be entitled, in addition to any other remedy, to recover from Employee its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The Company’s ability to enforce its rights under the Restrictive Covenants or applicable law against Employee shall not be impaired in any way by the existence of a claim or cause of action on the part of Employee based on, or arising out of, this Agreement or any other event or transaction arising out of the employment relationship.

7.    Binding Agreement. This Agreement (including the Restrictive Covenants) shall be binding upon and inure to the benefit of the successors and assigns of the Company.

8.    Employment at Will. Employee shall be employed at‑will and for no definite term. This means that either party may terminate the employment relationship at any time for any or no reason.

9.    Executive Alternative Work Arrangement Employment Status. As a board-designated executive officer of the Company, Employee has the opportunity to participate in the Executive Alternative Work Arrangement upon discontinuing full-time status. The terms and conditions of Executive Alternative Work Arrangement Employment Status are described in the form of Executive Alternative Work Arrangement Employment Agreement attached hereto as Exhibit A. Set forth below the signature lines to this Agreement is an election form regarding participation in the Executive Alternative Work Arrangement. Employee must complete and sign such form indicating whether or not he desires to participate in Executive Alternative Work Arrangement Status. Any failure to make an election at the time of execution of this Agreement shall be deemed to be an election not to participate. If Employee elects to participate, the Executive Alternative Work Arrangement classification will be automatically assigned to Employee if and when Employee incurs a termination of employment that meets each of the following conditions (an "Eligible Termination”): (a) Employee’s employment is terminated by the Company for any reason other than Cause or Employee gives the Company (delivered to the Vice President and Chief Human Resources Officer) at least 90 days’ advance written notice of Employee’s intention to discontinue employment, (b) Employee is a board-designated executive officer in good standing with EQT Corporation as of the time of his termination of employment, and (c) Employee’s employment shall not have been terminated by Employee for Good Reason. By electing to participate in the Executive Alternative Work Arrangement, Employee hereby agrees to execute an Executive Alternative Work Arrangement Employment Agreement, in a form substantially similar to the one attached hereto as Exhibit A, within 90 days prior to Employee’s relinquishment of full-time status, which agreement will become effective automatically on the day following Employee’s Eligible Termination. Without limiting the foregoing, Employee agrees that he will not be eligible for the Executive Alternative Work Arrangement, including the post-employment benefits described therein, if Employee’s termination of employment is not an Eligible Termination.

10.    Applicable Law; Exclusive Forum Selection; Consent to Jurisdiction. The Company and Employee agree that this Agreement shall be governed by and construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to its conflicts of law principles. Except to the extent that a dispute is required to be submitted to arbitration as set forth in Section 11 below, Employee agrees that the exclusive forum for any action to enforce this Agreement, as well as any action relating to or arising out of this Agreement, shall be the state courts of Allegheny County, Pennsylvania or the United States District Court for the Western District of Pennsylvania, Pittsburgh Division. With respect to any such court action, Employee hereby (a) irrevocably submits to the personal jurisdiction of such courts; (b) consents to service of process; (c) consents to venue; and (d) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction, service of process, or venue. Both parties hereto further agree that such courts are convenient forums for any dispute that may arise herefrom and that neither party shall raise as a defense that such courts are not convenient forums.

11.    Agreement to Arbitrate. Employee and the Company agree that any controversy, claim, or dispute between Employee and the Company arising out of or relating to this Agreement or the breach thereof, or arising out of any matter relating to the Employee’s employment with the Company or the termination thereof, shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The arbitration shall be governed by the Federal Arbitration Act, shall be held in Pittsburgh, Pennsylvania, and shall be conducted before a

panel of three (3) arbitrators (the “Arbitration Panel”). The Company and Employee shall each select one arbitrator from the AAA National Panel of Commercial Arbitrators (the “Commercial Panel”), and the AAA shall select a third arbitrator from the Commercial Panel. The Arbitration Panel shall render a reasoned opinion in writing in support of its decision. Any award rendered by the Arbitration Panel shall be final, binding, and confidential as between the parties. Notwithstanding this agreement to arbitrate, in the event that Employee breaches or threatens to breach any of Employee’s obligations under the Restrictive Covenants, the Company shall have the right to file an action in one of the courts specified in Section 10 above seeking temporary, preliminary or permanent injunctive relief to enforce Employee’s obligations under the Restrictive Covenants.

12.    Notification of Subsequent Employment.    Employee shall upon termination of his employment with the Company, as soon as practicable and for the length of the non-competition period described in Section 1 above, notify the Company: (i) of the name, address and nature of the business of his new employer; (ii) if self-employed, of the name, address and nature of his new business; (iii) that he/she has not yet secured new employment; and (iv) each time his employment status changes. In addition, Employee shall notify any prospective employer that this Agreement exists and shall provide a copy of this Agreement to the prospective employer prior to beginning employment with that prospective employer. Any notice provided under this Section (or otherwise under this Agreement) shall be in writing directed to the General Counsel, EQT Corporation, 625 Liberty Avenue, Suite 1700, Pittsburgh, PA 15222-3111.

13.    Mandatory Reduction of Payments in Certain Events.

(a)    Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments to the Employee, a calculation shall be made comparing (i) the net after-tax benefit to the Employee of the Payments after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.

(b)    All determinations required to be made under this Section 13, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination Firm”) which shall provide detailed

supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee was entitled to, but did not receive pursuant to Section 13(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises.

(c)     In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.

14.    Internal Revenue Code Section 409A.

(a)    General. This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A of the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code.

(b)    Separation from Service. For purposes of the Agreement, the term “termination,” when used in the context of a condition to, or the timing of, a payment hereunder, shall be interpreted to mean a “separation from service” as such term is used in Section 409A of the Code.

(c)    Six-Month Delay in Certain Circumstances. Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which Employee is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes):

(i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within thirty (30) days after Employee’s death) (in either case, the “Required Delay Period”); and

(ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period.

For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder.

(d)    Timing of Release of Claims. Whenever in this Agreement a payment or benefit is conditioned on Employee’s execution of a release of claims, such release must be executed and all revocation periods shall have expired within sixty (60) days after the date of termination; failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the release becomes irrevocable in the first such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his signing of the release.

15.    Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements (with the exception of the Offer of Employment Letter dated August 8, 2018) and understandings, oral or written. This Agreement may not be changed, amended, or modified, except by a written instrument signed by the parties; provided, however, that the Company may amend this Agreement from time to time without Employee’s consent to the extent deemed necessary or appropriate, in its sole discretion, to effect compliance with Section 409A of the Code, including regulations and interpretations thereunder, which amendments may result in a reduction of benefits provided hereunder and/or other unfavorable changes to Employee.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its officers thereunto duly authorized, and the Employee has hereunto set his hand, all as of the day and year first above written.

EQT CORPORATION                EMPLOYEE

By: /s/ Charlene Petrelli/s/ Thomas F. Karam

Name: Charlene Petrelli                 Thomas F. Karam

Title: Vice President and Chief Human

Resources Officer

ELECTION TO PARTICIPATE IN

EXECUTIVE ALTERNATIVE WORK ARRANGEMENT CLASSIFICATION

X__ I hereby elect to participate in the Executive Alternative Work Arrangement Classification as described in paragraph 9 of the above Confidentiality, Non-Solicitation and Non-Competition Agreement. I hereby agree to execute an Executive Alternative Work Arrangement Employment Agreement in a form substantially similar to the one attached hereto as Exhibit A, within 90 days prior to my relinquishment of full-time status, which agreement will become effective automatically on the day following my Eligible Termination. I understand that I will not be eligible for the Executive Alternative Work Arrangement, including the post-employment benefits described therein if my termination from employment is not an Eligible Termination.

____ I hereby decline to participate in the Executive Alternative Work Arrangement Classification as described in paragraph 9 of the above Confidentiality, Non-Solicitation and Non-Competition Agreement.

__Thomas F. Karam_________________

Employee Name Printed

___/s/ Thomas F. Karam_____________

Employee Signature

__8/10/2018_____________________

Date

EXHIBIT A

EXECUTIVE ALTERNATIVE WORK ARRANGEMENT EMPLOYMENT AGREEMENT

This is an Executive Alternative Work Arrangement Employment Agreement (“Agreement”) entered into between EQT Corporation (together with its subsidiaries, “EQT” or the “Company”) and Thomas F. Karam (“Employee”).

WHEREAS, Employee is an executive officer of EQT who desires to relinquish that status and discontinue full-time employment with EQT but continue employment with EQT on a part-time basis; and

WHEREAS, EQT is interested in continuing to retain the services of Employee on a part-time basis for at least 100 (but no more than 400) hours per year; and

WHEREAS, Employee has elected to modify his/her employment status to Executive Alternative Work Arrangement;

NOW, THEREFORE, in consideration of the respective representations, acknowledgements, and agreements of the parties set forth herein, and intending to be legally bound, the parties agree as follows:

1. The term of this Agreement is for the one-year period commencing on the day after

Employee’s full-time status with EQT ceases. During that period, Employee will hold the position of an Executive Alternative Work Arrangement employee of EQT. Employee’s status as Executive Alternative Work Arrangement (and this one-year Agreement) will automatically renew annually unless either party terminates this Agreement by written notice to the other not less than 30 days prior to the renewal date. The automatic annual renewals of this Agreement will cease, however, at the end of five years of Executive Alternative Work Arrangement employment status.

2.During each one‑year period in Executive Alternative Work Arrangement employment status, Employee is required to provide no less than 100 hoursof service to EQT. During each one-year period, Employee will also make himself/herself available for up to 300 additional hours of service upon request from the Company. All such hours of service will occur during the Company’s regularly scheduled business hours (unless otherwise agreed by the parties), and no more than fifty (50) hours will be scheduled per month (unless otherwise agreed by the parties).

3.Employee shall be paid an hourly rate for Employee’s actual services provided under this Agreement. The hourly rate shall be Employee’s annual base salary in effect immediately prior to Employee’s change in employee classification to Executive Alternative Work Arrangement employment status divided by 2080. Employee shall submit monthly time sheets in a form agreed upon by the parties, and Employee will be paid on regularly scheduled payroll dates in accordance with the Company’s standard payroll practices following submission of his/her time sheets. Notwithstanding the foregoing, in the event that during any one-year period in Executive Alternative Work Arrangement employment status, EQT requests Employee to provide less than 100 hours of service, EQT shall pay Employee for a minimum of 100 hours of service (regardless of the actual number of hours of service), with any remaining amount owed payable on the next regularly scheduled payroll date following the end of the applicable one-year period. If either party terminates the Executive Alternative Work Arrangement prior

to the fifth anniversary hereof, no additional compensation will be paid to Employee pursuant to this Section 3.

4.Employee shall be eligible to continue to participate in the group medical (including prescription drug), dental and vision programs in which Employee participated immediately before the classification change to Executive Alternative Work Arrangement (as such plans might be modified by the Company from time-to-time), but Employee will be required to pay 100% of the Company’s premium (or premium equivalent) rates to the carriers (the full active employee premium rates – both the employee portion and the employer portion - as adjusted year-to-year) for participation in such group insurance programs. If Employee completes five years of Executive Alternative Work Arrangement employment status or if the Company terminates the Executive Alternative Work Arrangement prior to the fifth anniversary hereof other than pursuant to paragraph 17 hereof, Employee will be allowed to participate in such group insurance programs at 102% of the then-applicable full active employee premium rates (both the employee portion and the employer portion) until the earlier of: (i) Employee becomes eligible to receive Medicare benefits and (ii) Employee reaches age 70, even though Employee is no longer employed by EQT.Employee acknowledges that, to the extent, if at all, the Company’s cost to include Employee in the group insurance programs pursuant to this paragraph exceeds the cost paid by the Employee, the benefits provided hereunder may result in taxable income to the Employee. All amounts required to be paid by Employee pursuant to this paragraph shall be due not later than 30 days after written notice thereof is sent by the Company. Company may terminate the benefits provided under this Agreement upon 30 days written notice of any failure by Employee to timely perform his/her payment obligation hereunder, unless such failure is earlier cured.

5.During the term of this Agreement, Employee will continue to receive service credit for purposes of calculating the value of the Medical Spending Account.

6.Employee shall not be eligible to participate in the Company’s life insurance and disability insurance programs, 401(k) Plan, ESPP, or any other retirement or welfare benefit programs or perquisites of the Company. Likewise, Employee shall not receive any paid vacation, paid holidays or car allowance.

7.Employee is not eligible to receive bonus payments under any short-term incentive plans of EQT, and is not eligible to receive any new grants under EQT’s long-term incentive plans, programs or arrangements.

8.Effective not later than the commencement of this Executive Alternative Work Arrangement, Employee shall be deemed to have retired for purposes of measuring vesting and/or post‑termination exercise periods of all forms of long term incentive awards. The timing of any payments for such awards will be as provided in the underlying plans, programs or arrangements and is subject to any required six-month delay in payment if Employee is a “specified employee” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) at the time of Employee’s separation from service, with respect to payments made by reason of Employee’s separation from service. Nothing in this paragraph 8, or in paragraph 7, shall prevent (a) the continued vesting of previously granted long-term incentive awards to the extent the award agreement therefore expressly contemplates continued vesting while the recipient serves as a member of the Board of Directors of the Company or an affiliate or (b) grants of non-employee director awards to an individual solely because such individual serves on the Board of Directors of the Company or an affiliate. Notwithstanding anything contained herein to the contrary, any special vesting and/or payment provisions applicable to Employee’s long-term incentive awards pursuant to that certain Confidentiality, Non-Solicitation and Non-Competition Agreement

between EQT and Employee dated August 9, 2018 (as amended from time to time, the “Non-Competition Agreement”) shall apply and be given effect.

9.The Company shall either pay on behalf of Employee or reimburse Employee for the cost of (i) monthly dues for one country club and one dining club (such clubs to be approved by the Company’s Chief Executive Officer), and (ii) executive level physicals (currently “gold” level) and related health and wellness services for Employee and Employee’s spouse (up to a maximum annual benefit of $15,000), in each case during the term of this Agreement or, if the Company terminates the Executive Alternative Work Arrangement prior to the fifth anniversary hereof other than pursuant to paragraph 17 hereof, through the fifth anniversary hereof in accordance with and on the dates specified in the Company’s policies; provided, however, that no such payments or reimbursements shall be made until the first day following the six-month anniversary of Employee’s separation from service if Employee is a specified employee at the time of separation from service, all within the meaning of Section 409A of the Code; provided, further, that to the extent reimbursed or paid, all reimbursements and payments with respect to expenses incurred within a particular year shall be made no later than the end of Employee’s taxable year following the taxable year in which the expense was incurred. The amount of payments or reimbursable expenses incurred in one taxable year of Employee shall not affect the amount of reimbursable expenses in a different taxable year, and such payments or reimbursement shall not be subject to liquidation or exchange for another benefit.

10.Employee shall continue to have mobile telephone service and reasonable access to the Company’s Help Desk during the term of this Agreement or, if the Company terminates the Executive Alternative Work Arrangement prior to the fifth anniversary hereof other than pursuant to paragraph 17 hereof, through the fifth anniversary hereof; provided, however, if the provision of such service will result in taxable income to Employee, then no such taxable service shall be provided until the first day following the six-month anniversary of Employee’s separation from service if Employee is a specified employee at the time of separation from service, all within the meaning of Section 409A of the Code.

11.Employee shall receive tax, estate and financial planning services from providers approved in advance by the Company during the term of this Agreement or, if the Company terminates the Executive Alternative Work Arrangement prior to the fifth anniversary hereof other than pursuant to paragraph 17 hereof, through the fifth anniversary hereof, in amount not to exceed $15,000 per calendar year, to be paid directly by the Company in accordance with and on the dates specified in the Company’s policies; provided, however, that no such payments or reimbursements shall be made until the first day following the six-month anniversary of Employee’s separation from service if Employee is a specified employee at the time of separation from service, all within the meaning of Section 409A of Code; provided, further, that to the extent reimbursed or paid, all reimbursements and payments with respect to expenses incurred within a particular year shall be made no later than the end of Employee’s taxable year following the taxable year in which the expense was incurred. The amount of payments or reimbursable expenses incurred in one taxable year of Employee shall not affect the amount of payments or reimbursable expenses in a different taxable year, and such payments or reimbursement shall not be subject to liquidation or exchange for another benefit.

12.During the term of this Agreement, Employee shall maintain an ownership level of Company stock equal to not less than one-half of the value last required as a full-time Employee. In the event that at any time during the term of this Agreement Employee does not maintain the required ownership level, Employee shall promptly notify the Company and increase his or her ownership to at least the required level. Any failure of Employee to maintain at least the required ownership level for

more than three months during the term of this Agreement shall constitute and be deemed to be an immediate termination by Employee of his or her Executive Alternative Work Arrangement.

13.This Agreement sets forth all of the payments, benefits, perquisites and entitlements to which Employee shall be entitled upon assuming Executive Alternative Work Arrangement employment status. Employee shall not be entitled to receive any gross-up payments for any taxes or other amounts with respect to amounts payable under this Agreement.

14.Nothing in this Agreement shall prevent or prohibit the Company from modifying any of its employee benefits plans, programs, or policies.

15.Non-Competition and Non-Solicitation. The covenants as to non-competition and non-solicitation contained in Section 1, and as to notification of subsequent employment in Section 12, in each case of the Non-Competition Agreement shall remain in effect throughout Employee’s employment with EQT in Executive Alternative Work Arrangement employment status and for a period of twenty-four (24) months, in the case of non-competition covenants; twenty-four (24) months, in the case of non-solicitation covenants relating to customers and prospective customers; and thirty-six (36) months, in the case of non-solicitation covenants relating to employees, consultants, vendors or independent contractors, in each case after the termination of Employee’s employment as an Executive Alternative Work Arrangement employee. It is understood and agreed that if Employee’s employment as an Executive Alternative Work Arrangement employee terminates for any reason in the midst of any one-year term period as provided under this Agreement (including, without limitation, a termination pursuant to Sections 4, 12 or 17 of this Agreement), the covenants as to non-competition and non-solicitation contained in the Non-Competition Agreement shall remain in effect throughout the remainder of that one-year term and for a period of twenty-four (24) months, in the case of non-competition covenants, and thirty-six (36) months, in the case of non-solicitation covenants,thereafter.

16.Confidential Information and Non-Disclosure. Employee acknowledges and agrees that Employee’s employment by the Company necessarily involves Employee’s knowledge of and access to confidential and proprietary information pertaining to the business of the Company. Accordingly, Employee agrees that at all times during the term of this Agreement and for as long as the information remains confidential after the termination of Employee's employment, Employee will not, directly or indirectly, without the express written authority of the Company, unless directed by applicable legal authority having jurisdiction over Employee, disclose to or use, or knowingly permit to be so disclosed or used, for the benefit of Employee, any person, corporation or other entity other than the Company, (i) any information concerning any financial matters, employees of the Company, customer relationships, competitive status, supplier matters, internal organizational matters, current or future plans, or other business affairs of or relating to the Company, (ii) any management, operational, trade, technical or other secrets or any other proprietary information or other data of the Company, or (iii) any other information related to the Company which has not been published and is not generally known outside of the Company. Employee acknowledges that all of the foregoing constitutes confidential and proprietary information, which is the exclusive property of the Company. Nothing in this Section 16 prohibits Employee from reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation.

17.EQT may terminate this Agreement and Employee’s employment at any time for Cause. Solely for purposes of this Agreement, “Cause” shall mean: (i) Employee’s conviction of a felony, a crime of moral turpitude or fraud or Employee having committed fraud, misappropriation or embezzlement in

connection with the performance of his/her duties; (ii) Employee’s willful and repeated failures to substantially perform assigned duties; or (iii) Employee’s violation of any provision of this Agreement or express significant policies of the Company. If the Company terminates Employee’s employment for Cause, the Company shall give Employee written notice setting forth the reason for his/her termination not later than 30 days after such termination.

18.Except as otherwise provided herein, in the event of any controversy, dispute or claim arising out of, or relating to this Agreement, or the breach thereof, or arising out of any other matter relating to the Employee's employment with EQT or the termination of such employment, EQT may seek recourse for injunctive relief to the courts having jurisdiction thereof and if any relief other than injunctive relief is sought, EQT and the Employee agree that such underlying controversy, dispute or claim shall be settled by arbitration conducted in Pittsburgh, Pennsylvania in accordance with this Section 18 of this Agreement and the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). The matter shall be heard and decided, and awards, if any, rendered by a panel of three (3) arbitrators (the “Arbitration Panel”). EQT and the Employee shall each select one arbitrator from the AAA National Panel of Commercial Arbitrators (the “Commercial Panel”) and AAA shall select a third arbitrator from the Commercial Panel. Any award rendered by the Arbitration Panel shall be final, binding and confidential as between the parties hereto and their heirs, executors, administrators, successors and assigns, and judgment on the award may be entered by any court having jurisdiction thereof.

19.EQT shall have the authority and the right to deduct or withhold, or require Employee to remit to EQT, an amount sufficient to satisfy federal, state, and local taxes (including Employee’s FICA obligation) required by law to be withheld with respect to any payment or benefit provided pursuant to this Agreement. The obligations of EQT under this Agreement will be conditioned on such payment or arrangements and EQT will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Employee.

20.It is understood and agreed that upon Employee’s discontinuation of full-time employment and transition to Executive Alternative Work Arrangement employment status hereunder, Employee has no continuing rights under Section 3 of the Non-Competition Agreement and such section shall have no further force or effect.

21.The provisions of this Agreement are severable. To the extent that any provision of this Agreement is deemed unenforceable in any court of law, the parties intend that such provision be construed by such court in a manner to make it enforceable.

22.This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company.

23.This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to conflict of law principles.

24.This Agreement supersedes all prior agreements and understandings between EQT and Employee with respect to the subject matter hereof (oral or written), including but not limited to Section 3 of the Non-Competition Agreement. It is understood and agreed, however, that the covenants contained in the Agreement and Release and the covenants as to non-competition, non-solicitation, confidentiality and nondisclosure contained in Sections 1 and 2 of the Non-Competition Agreement remain in effect as modified herein, along with the provisions in Sections 4, 5, 6, 7, 8, 11 and 12 of the Non-Competition Agreement.

25.This Agreement may not be changed, amended, or modified except by a written instrument signed by both parties, provided that the Company may amend this Agreement from time to time without Employee’s consent to the extent deemed necessary or appropriate, in its sole discretion, to effect compliance with Section 409A of the Code, including regulations and interpretations thereunder, which amendments may result in a reduction of benefits provided hereunder and/or other unfavorable changes to Employee.

(Signatures on following page)

IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth below.

EQT CORPORATION By: Title Date EMPLOYEE Name: Date

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Thomas F. Karam, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of EQGP Holdings, 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:  October 25, 2018

/s/ Thomas F. Karam

Thomas F. Karam

President and Chief Executive Officer, EQM GP 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 EQGP Holdings, 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: October 25, 2018

/s/ Robert J. McNally

Robert J. McNally

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

EX-32

Exhibit 32

CERTIFICATION

In connection with the QuarterlyReport of EQGP Holdings, LP (“EQGP”) on Form 10-Q for the period ended September 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 EQGP.

/s/ Thomas F. Karam	October 25, 2018
Thomas F. Karam President and Chief Executive Officer, EQM GP Services, LLC, EQGP’s General Partner
/s/ Robert J. McNally	October 25, 2018
Robert J. McNally Senior Vice President and Chief Financial Officer, EQM GP Services, LLC, EQGP’s General Partner

XML

Document and Entity Information	9 Months Ended
	Sep. 30, 2018 shares
Document and Entity Information
Entity Registrant Name	EQGP Holdings, LP
Entity Central Index Key	0001632933
Document Type	10-Q
Document Period End Date	Sep. 30, 2018
Amendment Flag	false
Current Fiscal Year End	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Emerging Growth Company	false
Small Business Entity	false
Entity Common Units, Unit Outstanding	302,458,766
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q3

XML

Statements of Consolidated Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018		Sep. 30, 2017
Income Statement [Abstract]
Operating revenues	[1],[2]	$ 364,584	$ 206,293	$ 1,110,307		$ 603,180
Operating expenses:
Operating and maintenance	[1],[3]	48,092	19,589	118,534		54,721
Selling, general and administrative	[1],[3]	31,619	19,301	94,229		54,314
Depreciation	[1]	43,567	22,244	126,957	[4]	64,191	[4]
Amortization of intangible assets	[1]	10,387	0	31,160	[4]	0	[4]
Total operating expenses	[1]	133,665	61,134	370,880		173,226
Operating income	[1]	230,919	145,159	739,427		429,954
Equity income	[1],[5]	16,087	6,025	35,836	[4]	15,413	[4]
Other income	[1]	1,345	637	3,193		3,576
Net interest expense	[1],[6]	40,966	9,414	76,661		25,994
Net income	[1]	207,385	142,407	701,795	[4]	422,949	[4]
Net income attributable to noncontrolling interests	[1]	109,896	75,463	355,355		231,299
Net income attributable to EQGP Holdings, LP	[1]	97,489	66,944	346,440		191,650
Calculation of limited partner interest in net income:
Net income attributable to EQT GP Holdings, LP	[1]	97,489	66,944	346,440		191,650
Less pre-acquisition net income allocated to parent	[1]	(2,386)	0	(78,775)		0
Limited partner interest in net income	[1]	$ 95,103	$ 66,944	$ 267,665		$ 191,650
Net income per common unit – basic and diluted (in dollars per share)	[1]	$ 0.31	$ 0.25	$ 0.94		$ 0.72
Weighted average common units outstanding – basic and diluted (in shares)	[1]	302,490	266,186	284,342		266,185
Cash distributions declared per unit (in dollars per share)	[1],[7]	$ 0.315	$ 0.228	$ 0.879		$ 0.629

[1] As discussed in Note A, the consolidated financial statements of EQGP Holdings, LP (formerly known as EQT GP Holdings, LP) (EQGP) 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), and Rice Midstream Partners LP (RMP), which was acquired by EQM effective on July 23, 2018 (the EQM-RMP Merger), because these transactions were between entities under common control.

[2] Operating revenues included affiliate revenues from EQT Corporation and subsidiaries (collectively, EQT) of $276.9 million and $154.2 million for the three months ended September 30, 2018 and 2017, respectively, and $827.8 million and $445.8 million for nine months ended September 30, 2018 and 2017, respectively. See Note F.

[3] Operating and maintenance expense included charges from EQT of $14.0 million and $10.7 million for the three months ended September 30, 2018 and 2017, respectively, and $38.4 million and $29.8 million for the nine months ended September 30, 2018 and 2017, respectively. Selling, general and administrative expense included charges from EQT of $28.3 million and $18.6 million for the three months ended September 30, 2018 and 2017, respectively, and $80.8 million and $52.0 million for the nine months ended September 30, 2018 and 2017, respectively. See Note F.

[4] As discussed in Note A, the consolidated financial statements of EQGP have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition and the EQM-RMP Merger because these transactions were 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 $1.6 million and $1.7 million for the three months ended September 30, 2018 and 2017, respectively, and $5.0 million and $5.1 million for the nine months ended September 30, 2018 and 2017, respectively.

[7] 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		9 Months Ended
		Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Operating and maintenance expense	[1],[2]	$ 48,092	$ 19,589	$ 118,534	$ 54,721
Selling, general and administrative expense	[1],[2]	31,619	19,301	94,229	54,314
EES
Interest income		1,600	1,700	5,000	5,100
EQT Corporation and Subsidiaries
Affiliate revenues		276,900	154,200	827,800	445,800
Operating and maintenance expense		14,000	10,700	38,400	29,800
Selling, general and administrative expense		$ 28,300	$ 18,600	$ 80,800	$ 52,000

[1] As discussed in Note A, the consolidated financial statements of EQGP Holdings, LP (formerly known as EQT GP Holdings, LP) (EQGP) 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), and Rice Midstream Partners LP (RMP), which was acquired by EQM effective on July 23, 2018 (the EQM-RMP Merger), because these transactions were between entities under common control.

[2] Operating and maintenance expense included charges from EQT of $14.0 million and $10.7 million for the three months ended September 30, 2018 and 2017, respectively, and $38.4 million and $29.8 million for the nine months ended September 30, 2018 and 2017, respectively. Selling, general and administrative expense included charges from EQT of $28.3 million and $18.6 million for the three months ended September 30, 2018 and 2017, respectively, and $80.8 million and $52.0 million for the nine months ended September 30, 2018 and 2017, respectively. See Note F.

XML

Statements of Consolidated Cash Flows (Unaudited) - USD ($) $ in Thousands		9 Months Ended
		Sep. 30, 2018	Sep. 30, 2017
Cash flows from operating activities:
Net income	[1],[2]	$ 701,795	$ 422,949
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	[1],[2]	126,957	64,191
Amortization of intangible assets	[1],[2]	31,160	0
Equity income	[1],[2],[3]	(35,836)	(15,413)
AFUDC – equity	[2]	(3,585)	(4,128)
Non-cash long-term compensation expense	[2]	1,553	451
Changes in other assets and liabilities:
Accounts receivable	[2]	2,193	(1,106)
Accounts payable	[2]	28,172	1,848
Due to/from EQT affiliates	[2]	(11,720)	7,271
Other assets and other liabilities	[2]	22,320	3,503
Net cash provided by operating activities	[2]	863,009	479,566
Cash flows from investing activities:
Capital expenditures	[2]	(616,365)	(224,591)
Capital contributions to the MVP Joint Venture	[2]	(446,049)	(103,448)
May 2018 Acquisition from EQT	[2]	(1,193,160)	0
Principal payments received on the Preferred Interest	[2]	3,281	3,103
Net cash used in investing activities	[2]	(2,252,293)	(324,936)
Cash flows from financing activities:
Proceeds from credit facility borrowings of EQM and RMP	[2]	2,524,000	334,000
Payments on credit facility borrowings of EQM and RMP	[2]	(2,968,000)	(229,000)
Proceeds from EQM's issuance of long-term debt	[2]	2,500,000	0
EQM debt discount and issuance costs	[2]	(34,249)	(2,257)
Net proceeds from / (payments on) the EQGP Working Capital Facility	[2]	32	(55)
Distributions paid to EQGP unitholders	[2]	(226,167)	(153,844)
Acquisition of 25% of Strike Force Midstream LLC	[2]	(175,000)	0
Capital contributions	[2]	15,672	216
Net contributions from EQT	[2]	3,660	0
Net cash provided by (used in) financing activities	[2]	1,340,446	(208,150)
Net change in cash and cash equivalents	[2]	(48,838)	(53,520)
Cash and cash equivalents at beginning of period	[2]	54,900	60,453
Cash and cash equivalents at end of period	[2]	6,062	6,933
Cash paid during the period for:
Interest, net of amount capitalized	[2]	42,655	31,093
Non-cash activity during the period for:
(Decrease) increase in capital contribution receivable from EQT	[2]	(11,758)	758
EQM and RMP
Cash flows from financing activities:
Distributions paid to EQGP unitholders	[2]	(298,752)	(157,210)
Strike Force Midstream LLC
Cash flows from financing activities:
Distributions paid to EQGP unitholders	[2]	$ (750)	$ 0

[1] As discussed in Note A, the consolidated financial statements of EQGP Holdings, LP (formerly known as EQT GP Holdings, LP) (EQGP) 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), and Rice Midstream Partners LP (RMP), which was acquired by EQM effective on July 23, 2018 (the EQM-RMP Merger), because these transactions were between entities under common control.

[2] As discussed in Note A, the consolidated financial statements of EQGP have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition and the EQM-RMP Merger because these transactions were between entities under common control.

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

XML

Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands		Sep. 30, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	[1]	$ 6,062	$ 54,900
Accounts receivable (net of allowance for doubtful accounts of $717 and $446 as of September 30, 2018 and December 31, 2017, respectively)	[1]	58,358	60,551
Accounts receivable – affiliate	[1]	167,481	158,720
Other current assets	[1]	9,394	14,367
Total current assets	[1]	241,295	288,538
Property, plant and equipment	[1]	6,127,076	5,516,504
Less: accumulated depreciation	[1]	(518,718)	(405,665)
Net property, plant and equipment	[1]	5,608,358	5,110,839
Investment in unconsolidated entity	[1]	1,300,430	460,546
Goodwill	[1]	1,384,872	1,384,872
Intangible assets, net	[1]	586,500	617,660
Other assets	[1]	146,685	137,179
Total assets	[1]	9,268,140	7,999,634
Current liabilities:
Accounts payable	[1]	134,027	105,273
Due to related party	[1]	44,285	35,453
Capital contribution payable to MVP Joint Venture	[1]	463,733	105,734
Accrued interest	[1]	46,165	11,067
Accrued liabilities	[1]	16,401	20,995
Total current liabilities	[1]	704,611	278,522
Credit facility borrowings of EQM and RMP	[1]	22,000	466,000
EQM senior notes	[1]	3,455,296	987,352
Regulatory and other long-term liabilities	[1]	31,010	29,633
Total liabilities	[1]	4,212,917	1,761,507
Equity:
Predecessor equity	[1]	0	2,350,913
Common (302,458,766 and 266,165,000 common units issued and outstanding at September 30, 2018 and December 31, 2017, respectively)	[1]	299,927	(1,013,913)
Total equity	[1]	5,055,223	6,238,127
Total liabilities and equity	[1]	9,268,140	7,999,634
Predecessor noncontrolling interests
Equity:
Predecessor noncontrolling interests	[1]	0	1,738,993
Total equity	[1]	0	1,738,993
Noncontrolling interests of EQM
Equity:
Predecessor noncontrolling interests	[1]	4,755,296	3,162,134
Total equity	[1]	$ 4,755,296	$ 3,162,134

[1] As discussed in Note A, the consolidated financial statements of EQGP have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition and the EQM-RMP Merger because these transactions were between entities under common control.

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Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands		Sep. 30, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	[1]	$ 717	$ 446
Partners' capital common units issued (in shares)	[1]	302,458,766	266,165,000
Partners' capital common units outstanding (in shares)	[1]	302,458,766	266,165,000

[1] As discussed in Note A, the consolidated financial statements of EQGP have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition and the EQM-RMP Merger because these transactions were between entities under common control.

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Statements of Consolidated Equity (Unaudited) - USD ($) $ in Thousands		Total		Predecessor noncontrolling interests	Common	Noncontrolling interests of EQM	Predecessor Equity	EQM and RMP	EQM and RMP Noncontrolling interests of EQM	EQM and RMP Predecessor Equity	Strike Force Midstream LLC	Strike Force Midstream LLC Predecessor noncontrolling interests
Beginning balance at Dec. 31, 2016	[1]	$ 1,992,722		$ 0	$ (1,077,100)	$ 3,069,822	$ 0
Increase (Decrease) in Partners' Capital [Roll Forward]
Net income	[1]	422,949	[2]		191,650	231,299
Capital contributions	[1]	2,624			2,624
Equity-based compensation plans	[1]	451			261	190
Distributions paid to noncontrolling interest unitholders of EQM and RMP	[1]	(157,210)				(157,210)
Distributions paid to EQGP unitholders	[1]	(153,844)			(153,844)
Ending balance at Sep. 30, 2017	[1]	2,107,692		0	(1,036,409)	3,144,101	0
Beginning balance at Dec. 31, 2017	[1]	6,238,127		1,738,993	(1,013,913)	3,162,134	2,350,913
Increase (Decrease) in Partners' Capital [Roll Forward]
Net income	[1]	701,795	[2]	88,813	267,665	266,542	78,775
Capital contributions	[1]	3,917			3,917
Equity-based compensation plans	[1]	1,553		662	350	281	260
Distributions paid to noncontrolling interest unitholders of EQM and RMP	[1]			(43,877)				$ (298,752)	$ (230,362)	$ (24,513)	$ (750)	$ (750)
Distributions paid to EQGP unitholders	[1]	(226,167)			(226,167)
Changes in ownership of EQM, net	[1],[3]	0		145	298,879	(298,879)				$ (145)
Net contributions from EQT	[1]	3,660					3,660
Acquisition of 25% of Strike Force Midstream LLC	[1]	(175,000)		(176,068)	1,068
May 2018 Acquisition from EQT	[1],[4]	(1,193,160)			243,137		(1,436,297)
EQM-RMP Merger (3)	[1]	0		(1,607,918)	724,991	1,855,580	(972,653)
Ending balance at Sep. 30, 2018	[1]	$ 5,055,223		$ 0	$ 299,927	$ 4,755,296	$ 0

[1] As discussed in Note A, the consolidated financial statements of EQGP have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition and the EQM-RMP Merger because these transactions were between entities under common control.

[2] As discussed in Note A, the consolidated financial statements of EQGP Holdings, LP (formerly known as EQT GP Holdings, LP) (EQGP) 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), and Rice Midstream Partners LP (RMP), which was acquired by EQM effective on July 23, 2018 (the EQM-RMP Merger), because these transactions were between entities under common control.

[3] EQGP recorded an increase to common units and a corresponding decrease to noncontrolling interests to reflect the change in the noncontrolling interest's ownership in EQM's net assets.

[4] 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. 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

9 Months Ended

Sep. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Financial Statements

Financial Statements

Organization and Basis of Presentation

EQGP owns EQT's partnership interests in EQM, a growth-oriented Delaware limited partnership. EQM Midstream Services, LLC (formerly known as EQT Midstream Services, LLC) (EQM General Partner), is a direct wholly owned subsidiary of EQGP and is the general partner of EQM. EQGP Services, LLC (formerly known as EQT GP Services, LLC) (EQGP General Partner), is an indirect wholly owned subsidiary of EQT and is the general partner of EQGP. EQGP was formed under the name EQT GP Holdings, LP and changed its name to EQGP Holdings, LP in October 2018.

EQGP has no independent operations or material assets other than its partnership interests in EQM (see Note K). EQGP's financial statements differ from those of EQM primarily as a result of noncontrolling interest ownership attributable to the publicly held limited partner interests in EQM and additional expenses incurred by EQGP, which include selling, general and administrative expenses and net interest expense or income.

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 EQGP as of September 30, 2018 and December 31, 2017, the results of its operations for the three and nine months ended September 30, 2018 and 2017, and its cash flows and equity for the nine months ended September 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.

EQGP's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition and the EQM-RMP Merger because these transactions were 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 and the EQM-RMP Merger at their carrying amounts to EQT on the effective dates of the transactions. 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 and the EQM-RMP Merger had 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 nine months ended September 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 and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in EQGP's Annual Report on Form 10-K for the year ended December 31, 2017.

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. EQGP 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. EQGP does not expect the standard to have a significant effect on its results of operations, liquidity or financial position. EQGP 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, the presentation and disclosure requirements for financial instruments and eliminates the cost method of accounting for equity investments. EQGP 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. In July 2018, the FASB also targeted improvements to this ASU in ASU 2018-11. This update provides entities with an optional transition method, which permits an entity to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. EQGP has elected to utilize the optional transition method. 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. EQGP is utilizing a lease accounting system to document its current population of contracts classified as leases, which will be updated as EQGP's lease population changes. EQGP continues to evaluate new business processes and related internal controls and is assessing and documenting the accounting impacts related to the new standard. Although the evaluation is ongoing, EQGP expects that the adoption will impact its financial statements as the standard requires recognition on the balance sheet of a right of use asset and corresponding lease liability.

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 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. EQGP 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. Instead, a company would record an impairment charge based on the excess of a reporting unit’s carrying value over its fair value. The standard’s provisions are to be applied prospectively. EQGP adopted this standard in the first quarter of 2018 with no significant effect on its financial statements or related disclosures.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement, Changes to the Disclosure Requirements for Fair Value Measurement, which makes a number of changes to the hierarchy associated with Level 1, 2 and 3 fair value measurements and the related disclosure requirements. This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. EQGP is currently evaluating the effect this standard will have on its financial statements and related disclosures but does not expect the adoption of this standard to have a material impact on its financial statements and related disclosures.

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Acquisitions and Merger

9 Months Ended

Sep. 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.

EQM-RMP Merger

On April 25, 2018, EQM entered into an Agreement and Plan of Merger (the Merger Agreement) with 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. 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 IDRs 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 of which 9,544,530 EQM common units were received by an indirect wholly owned subsidiary of EQT. As a result of the EQM-RMP Merger, RMP's common units are no longer publicly traded.

As a result of the recast, EQM recognized approximately $1,384.9 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 RMP, ROM, Strike Force and Rice WV over the sum of the fair value amounts allocated to the assets and liabilities of RMP, ROM, Strike Force and Rice WV. Goodwill was 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 RMP, 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 RMP, ROM, Strike Force and Rice WV (1)	$	4,014,984
Estimated Fair Value of Assets Acquired and Liabilities Assumed:
Current assets (2)	132,459
Intangible assets (3)	623,200
Property and equipment, net (4)	2,265,900
Other non-current assets	118
Current liabilities (2)	(116,242		)
RMP $850 Million Facility (5)	(266,000		)
Other non-current liabilities (5)	(9,323		)
Total estimated fair value of assets acquired and liabilities assumed	2,630,112
Goodwill	$	1,384,872

(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.

(5) The estimated fair value of long-term liabilities was determined utilizing observable market inputs where available or estimated based on their then current carrying values.

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 nine months ended September 30, 2018 was $10.4 million and $31.2 million, respectively. As of September 30, 2018 and December 31, 2017, accumulated amortization was $36.7 million and $5.5 million, respectively. There was no amortization expense recognized for the three and nine months ended September 30, 2017. The estimated annual amortization expense over the next five years is $41.5 million.

As a result of the recast, EQM recognized a liability for AROs related to dismantling, reclaiming and disposing of the water services assets. Based on an estimate of the timing and amount of their settlement, EQM recorded a liability and capitalized a corresponding amount to asset retirement costs. The liability was estimated using the present value of expected future cash flows, adjusted for inflation and discounted at EQM's credit-adjusted, risk-free rate. The current portion of the AROs was recorded in regulatory and other long-term liabilities on the consolidated balance sheets. The following table presents a reconciliation of the AROs for the periods from November 13, 2017 through September 30, 2018.

	Asset Retirement Obligations
	(Thousands)
Balance at November 13, 2017	$	9,286
Accretion expense	35
Balance at December 31, 2017	$	9,321
Accretion expense	321
Balance at September 30, 2018	$	9,642

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.

Investment in RMP IDRs

On May 22, 2018, pursuant to an Incentive Distribution Rights Purchase and Sale Agreement dated April 25, 2018, by and among EQT, Rice Midstream GP Holdings LP (Rice Midstream GP Holdings), a wholly owned subsidiary of EQT that owned the RMP IDRs, and EQGP (the IDR Purchase Agreement), EQGP acquired all of the issued and outstanding RMP IDRs in exchange for 36,293,766 EQGP common units (the IDR Transaction). The IDR Purchase Agreement provided for the forfeiture of a portion of the EQGP common units if the EQM-RMP Merger was not complete by December 31, 2018. The investment in RMP IDRs was a transfer of financial assets between entities under common control. The fair value of $865 million was based on a discounted cash flow model, which is a Level 2 measurement. Pursuant to the terms of the Merger Agreement, the RMP IDRs were canceled at the completion of the EQM-RMP Merger and the value of the RMP IDRs will be realized through the EQM IDRs.

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Revenue from Contracts with Customers

9 Months Ended

Sep. 30, 2018

Revenue from Contract with Customer [Abstract]

Revenue from Contracts with Customers

Revenue from Contracts with Customers

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

For the three and nine months ended September 30, 2018 and 2017, all revenues recognized on EQM's statements of consolidated operations are from contracts with customers. As of September 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.

Gathering, Transmission and Storage Service Contracts. 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 can also be charged under firm contracts for each firm volume actually transported, gathered or stored as well as for 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 gathered, transported or stored and generally 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 revenue is generally satisfied upon EQM's monthly billing to the customer for 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 (MVCs), which specify minimum quantities for which a customer will be charged regardless of 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.

Water Service Contracts. EQM's water service revenues represent fees charged by EQM for the delivery of fresh water to a customer at a specified delivery point and for the collection and recycling or disposal of flowback and produced water. All of EQM’s water service revenues are generated pursuant to variable price per volume contracts with customers. For fresh water service contracts, the only performance obligation in each contract is for EQM to provide water (usually a minimum daily volume of water) to the customer at a designated delivery point. For flowback and produced water, the performance obligation is collection and disposition of the water which typically occur within the same day. For all water service arrangements, the customer is typically invoiced on a monthly basis with payment due 21 days after the receipt of the invoice.

Summary of Disaggregated Revenues. The tables below provide disaggregated revenue information by EQM business segment.

	Three Months Ended September 30, 2018
	Gathering		Transmission		Water		Total
	(Thousands)
Firm reservation fee revenues	$	112,598	$	82,669	$	—	$	195,267
Volumetric based fee revenues:
Usage fees under firm contracts (1)	8,661		5,331		—		13,992
Usage fees under interruptible contracts (2)	131,602		1,350		—		132,952
Total volumetric based fee revenues	140,263		6,681		—		146,944
Water service revenues	—		—		22,373		22,373
Total operating revenues	$	252,861	$	89,350	$	22,373	$	364,584
	Nine Months Ended September 30, 2018
	Gathering		Transmission		Water		Total
	(Thousands)
Firm reservation fee revenues	$	334,233	$	262,666	$	—	$	596,899
Volumetric based fee revenues:
Usage fees under firm contracts (1)	30,725		13,981		—		44,706
Usage fees under interruptible contracts (2)	366,482		8,782		—		375,264
Total volumetric based fee revenues	397,207		22,763		—		419,970
Water service revenues	—		—		93,438		93,438
Total operating revenues	$	731,440	$	285,429	$	93,438	$	1,110,307

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

(2) Includes volumes from contracts under which EQM has agreed to hold capacity available without charging 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 September 30, 2018.

		2018 (1)		2019		2020		2021		2022		Thereafter		Total
	(Thousands)
Gathering firm reservation fees		$	113,018	$	476,270	$	552,197	$	562,196	$	562,196	$	2,834,111	$	5,099,988
Gathering revenues supported by MVCs		—		65,700		71,370		71,175		71,175		136,875		416,295
Transmission firm reservation fees		94,077		346,893		344,328		339,588		334,522		2,477,808		3,937,216
Total		$	207,095	$	888,863	$	967,895	$	972,959	$	967,893	$	5,448,794	$	9,453,499

(1) October 1 through December 31

Based on total projected contractual revenues, including projected contractual revenues from additional pipeline capacity that will result from expansion projects that are not yet fully constructed, 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

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Equity and Net Income per Limited Partner Unit

9 Months Ended

Sep. 30, 2018

Equity [Abstract]

Equity and Net Income per Limited Partner Unit

Equity and Net Income per Limited Partner Unit

EQGP Equity. As of September 30, 2018, EQT indirectly held 276,008,766 EQGP common units, representing a 91.3% limited partner interest, and the entire non-economic general partner interest in EQGP.

Net Income per Limited Partner Unit. Net income attributable to the May 2018 Acquisition and the EQM-RMP Merger for the periods prior to May 1, 2018 and July 23, 2018, respectively, 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 EQM unitholders. The weighted average phantom unit awards included in the calculation of basic weighted average limited partner units outstanding was 31,602 and 20,750 for the three months ended September 30, 2018 and 2017, respectively, and 30,142 and 19,706 for the nine months ended September 30, 2018 and 2017, respectively.

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

	EQM Limited Partner Common Units	EQM 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
Common units issued with the EQM-RMP Merger	33,975,777	—	33,975,777
Balance at September 30, 2018	120,456,425	1,443,015	121,899,440

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

As of September 30, 2018, EQGP owned 21,811,643 EQM common units, representing a 17.9% limited partner interest, 1,443,015 EQM general partner units, representing a 1.2% general partner interest, and all of the IDRs in EQM. As of September 30, 2018, EQT owned 15,433,812 EQM common units, representing a 12.7% limited partner interest in EQM.

Distributions

The following table summarizes the quarterly cash distributions declared by EQM and EQGP to their respective unitholders from January 1, 2017 through September 30, 2018.

Quarter Ended	EQM Distribution per Common Unit		EQM Total Distribution		EQM Total Distribution to EQGP		EQGP Distribution per Common Unit		EQGP Total Distribution
	(Thousands, except per unit amounts)
2017
March 31	$	0.89	$	104,238	$	51,933	$	0.191	$	50,838
June 30	0.935		111,455		56,505		0.21		55,895
September 30	0.98		118,673		61,078		0.228		60,686
December 31	1.025		125,890		65,651		0.244		64,944
2018
March 31	$	1.065	$	132,321	$	69,721	$	0.258	$	68,671
June 30	1.09		201,809		94,286		0.306		92,552
September 30 (1)	1.115		207,735		97,746		0.315		95,275

(1) On October 23, 2018, the Board of Directors of the EQM General Partner declared a cash distribution to EQM's unitholders for the third quarter of 2018 of $1.115per common unit. The cash distribution will be paid on November 14, 2018 to unitholders of record at the close of business on November 2, 2018. Based on the EQM common units outstanding on October 25, 2018, cash distributions to EQGP will be approximately $24.3 million related to its limited partner interest, $2.5 million related to its general partner interest and $71.0 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 third quarter2018 distribution.

On October 23, 2018, the Board of Directors of the EQGP General Partner declared a cash distribution to EQGP's unitholders for the third quarter of 2018 of $0.315 per common unit. The cash distribution will be paid on November 23, 2018 to unitholders of record at the close of business on November 2, 2018.

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Financial Information by Business Segment

9 Months Ended

Sep. 30, 2018

Segment Reporting [Abstract]

Financial Information by Business Segment

Financial Information by Business Segment

Prior to the EQM-RMP Merger, all of EQM's operating activities were conducted through two business segments: Gathering and Transmission. Following the EQM-RMP Merger, EQM adjusted its internal reporting structure to incorporate the newly acquired assets consistent with how EQM's chief operating decision maker reviews its business operations. EQM now conducts its business through three business segments: Gathering, Transmission and Water. Gathering primarily includes high pressure gathering lines and the FERC-regulated low pressure gathering system. Transmission includes EQM's FERC-regulated interstate pipeline and storage business. Water includes water pipelines, impoundment facilities, pumping stations, take point facilities and measurement facilities. EQM has recast the corresponding segment information for the period in which RMP was under the common control of EQT, which began on November 13, 2017.

	Three Months Ended   September 30,						Nine Months Ended   September 30,
	2018			2017			2018			2017
	(Thousands)
Revenues from external customers (including affiliates):
Gathering	$	252,861		$	116,522		$	731,440		$	330,996
Transmission	89,350			89,771			285,429			272,184
Water	22,373			—			93,438			—
Total operating revenues	$	364,584		$	206,293		$	1,110,307		$	603,180
Operating income (loss):
Gathering	$	177,902		$	85,932		$	510,755		$	243,061
Transmission	58,691			59,770			198,784			189,237
Water	(3,093		)	—			35,627			—
Headquarters	(2,581		)	(543		)	(5,739		)	(2,344		)
Total operating income	$	230,919		$	145,159		$	739,427		$	429,954
Reconciliation of operating income to net income:
Equity income (1)	16,087			6,025			35,836			15,413
Other income	1,345			637			3,193			3,576
Net interest expense	40,966			9,414			76,661			25,994
Net income	$	207,385		$	142,407		$	701,795		$	422,949

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

	September 30,   2018		December 31,   2017
	(Thousands)
Segment assets:
Gathering	$	6,131,380	$	5,656,094
Transmission (1)	2,833,519		1,947,566
Water	177,126		208,273
Total operating segments	9,142,025		7,811,933
Headquarters, including cash	126,115		187,701
Total assets	$	9,268,140	$	7,999,634

(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 conform with this presentation.

	Three Months Ended   September 30,				Nine Months Ended   September 30,
	2018		2017		2018		2017
	(Thousands)
Depreciation:
Gathering	$	25,359	$	9,983	$	72,309	$	28,398
Transmission	12,357		12,261		37,228		35,793
Water	5,851		—		17,420		—
Total	$	43,567	$	22,244	$	126,957	$	64,191
Expenditures for segment assets:
Gathering	$	194,477	$	48,182	$	515,072	$	150,728
Transmission	37,626		22,312		84,517		73,679
Water	7,981		—		17,358		—
Total (1)	$	240,084	$	70,494	$	616,947	$	224,407

(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 $91.3 million, $84.6 million and $90.7 million at September 30, 2018, June 30, 2018 and December 31, 2017, respectively. Accrued capital expenditures were approximately $26.5 million, $31.2 million and $26.7 million at September 30, 2017, June 30, 2017 and December 31, 2016, respectively.

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Related Party Transactions

9 Months Ended

Sep. 30, 2018

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions 

In the ordinary course of business, EQGP and EQM engage in transactions with EQT and its affiliates including, but not limited to, gas gathering agreements, transportation service and precedent agreements, storage agreements and water services agreements. EQGP and EQM each have an omnibus agreement with EQT. Pursuant to the omnibus agreements, EQT performs centralized corporate, general and administrative services for EQGP and EQM. In exchange, EQGP and EQM reimburse EQT for the expenses incurred by EQT in providing these services. EQM's 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 EQGP and EQM reimburse EQT and its affiliates may not necessarily reflect the actual expenses that EQGP and EQM would incur on a stand-alone basis. EQGP and EQM are unable to estimate what those expenses would be on a stand-alone basis.

In connection with the completion of the Rice Merger, RMP, EQT and other affiliates entered into an amended and restated omnibus agreement (the Amended RMP Omnibus Agreement). Pursuant to the Amended RMP Omnibus Agreement, EQT performed centralized corporate general and administrative services for RMP. In exchange, RMP reimbursed EQT for the expenses incurred by EQT in providing these services. Following the completion of the EQM-RMP Merger, RMP reimburses EQT for the expenses incurred by EQT providing services to RMP and its subsidiaries under the EQM Omnibus Agreement. The Amended RMP Omnibus Agreement continues in existence for purposes of certain indemnification obligations that survived the merger.

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Investment in Unconsolidated Entity

9 Months Ended

Sep. 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 September 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 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. As of September 30, 2018, EQM had a 32.7% ownership interest in the MVP Southgate project and will operate the pipeline.

In September 2018, the MVP Joint Venture issued a capital call notice to MVP Holdco, LLC (MVP Holdco), a direct wholly owned subsidiary of EQM, for $456.0 million, of which $175.2 million was paid as of October 2018, and $280.8 million is expected to be paid in the fourth quarter of 2018. In addition, in September 2018, the MVP Joint Venture issued a capital call notice to MVP Holdco for $7.7 million for funding of the MVP Southgate project that is expected to be paid in the fourth quarter of 2018. The capital contribution payables have been reflected on the consolidated balance sheet as of September 30, 2018 with corresponding increases to EQM's investment in the MVP Joint Venture.

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

As of September 30, 2018, EQM had issued a $91 million performance guarantee in favor of the MVP Joint Venture. The guarantee provides performance assurances of MVP Holdco's obligations to fund its proportionate share of the MVP construction budget. As of September 30, 2018, EQM's maximum financial statement exposure related to the MVP Joint Venture was approximately $1,391 million, which consists of the investment in unconsolidated entity balance on the consolidated balance sheet as of September 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

	September 30,   2018		December 31,   2017
	(Thousands)
Current assets	$	1,260,789	$	330,271
Noncurrent assets	2,330,467		747,728
Total assets	$	3,591,256	$	1,077,999
Current liabilities	$	726,528	$	65,811
Equity	2,864,728		1,012,188
Total liabilities and equity	$	3,591,256	$	1,077,999

Condensed Statements of Consolidated Operations

	Three Months Ended   September 30,				Nine Months Ended   September 30,
	2018		2017		2018		2017
	(Thousands)
Net interest income	$	11,958	$	3,227	$	25,873	$	8,205
AFUDC - equity	23,417		10,055		52,906		25,710
Net income	$	35,375	$	13,282	$	78,779	$	33,915

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Debt

9 Months Ended

Sep. 30, 2018

Debt Disclosure [Abstract]

Debt

Debt

EQGP Working Capital Facility. EQGP has a Working Capital Loan Agreement with EQT (the Working Capital Facility) that provides for interest bearing loans of up to $50 million outstanding at any one time. EQGP had approximately $0.2 million of borrowings outstanding under the Working Capital Facility as of September 30, 2018 and December 31, 2017, which were included in due to related party on the consolidated balance sheets. The maximum amounts of EQGP's outstanding borrowings under the Working Capital Facility was $0.2 million and $0.3 million during the nine months ended September 30, 2018 and 2017, respectively, and interest was incurred at weighted average annual interest rates of approximately 3.3% and 2.4%, respectively. EQGP expects the Working Capital Facility to be terminated at or prior to the proposed separation of EQT's production and midstream businesses (the Separation).

EQM $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 $22 million in borrowings and $1 million of letters of credit outstanding under its credit facility as of September 30, 2018. EQM had $180 million in borrowings and no letters of credit outstanding under its credit facility as of December 31, 2017. During the three and nine months ended September 30, 2018, the maximum amount of EQM's outstanding borrowings under the credit facility at any time was $74 million and $420 million, respectively, and the average daily balance was approximately $22 million and $147 million, respectively. EQM incurred interest at weighted average annual interest rates of approximately 3.7% and 3.2% for the three and nine months ended September 30, 2018, respectively. During the three and nine months ended September 30, 2017, the maximum amount of EQM's outstanding borrowings under the credit facility at any time was $177 million and the average daily balances were approximately $95 million and $32 million, respectively. Interest was incurred at a weighted average annual interest rate of approximately 2.7% for the three and nine months ended September 30, 2017. Prior to the Separation, EQM intends to increase its borrowing capacity from $1 billion up to $3 billion.

EQM 364-Day Facility. EQM has a $500 million, 364-day, uncommitted revolving loan agreement with EQT. 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 September 30, 2018 and December 31, 2017. There were no borrowings outstanding at any time during the three and nine months ended September 30, 2018. During the three and nine months ended September 30, 2017, the maximum amount of EQM's outstanding borrowings under the credit facility at any time was $40 million and $100 million, respectively, and the average daily balances were approximately $11 million and $30 million, respectively. EQM incurred interest at weighted average annual interest rates of approximately 2.4% and 2.2% for the three and nine months ended September 30, 2017, respectively. EQM expects EQT to terminate the 364-Day Facility at or prior to 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.

RMP $850 Million Facility. RM Operating LLC(formerly known asRice Midstream OpCo LLC) (Rice Midstream OpCo), a wholly owned subsidiary of RMP, had an$850million credit facility. The RMP$850Million Facility was available for general partnership purposes, including to purchase assets, and to fund working capital requirements and capital expenditures, pay dividends and repurchase units. The RMP$850Million Facility was secured by mortgages and other security interests on substantially all of RMP's properties and was guaranteed by RMP and its restricted subsidiaries.

As of December 31, 2017, Rice Midstream OpCo had $286 million of borrowings and $1 million of letters of credit outstanding under the RMP $850Million Facility. For the periods from July 1, 2018 through July 23, 2018 and from January 1, 2018 through July 23, 2018, the maximum amounts of RMP's outstanding borrowings under the RMP $850Million Facility at any time were $260 million and $375 million, respectively, and the average daily outstanding balances under the RMP $850Million Facility were approximately $249 million and $300 million, respectively. Interest was incurred on the RMP $850Million Facility at weighted average annual interest rates of 4.1% and 3.8% for the periods from July 1, 2018 through July 23, 2018 and from January 1, 2018 through July 23, 2018, respectively.

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 RMP $850Million Facilityand the RMP $850Million Facility was terminated.

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 balances outstanding under the EQM Term Loan Facility and the RMP$850Million Facility, 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 September 30, 2018, EQGP and EQM were in compliance with all debt provisions and covenants.

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Fair Value Measurements

9 Months Ended

Sep. 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 September 30, 2018 and December 31, 2017, the estimated fair value of EQM's senior notes was approximately $3,532 million and $1,006 million, respectively, and the carrying value of EQM's senior notes was approximately $3,455 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 September 30, 2018 and December 31, 2017, the estimated fair value of the Preferred Interest was approximately $122 million and $133 million, respectively, and the carrying value of the Preferred Interest was approximately $116 million and $119 million, respectively.

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Distributions

9 Months Ended

Sep. 30, 2018

Equity [Abstract]

Distributions

Equity and Net Income per Limited Partner Unit

EQGP Equity. As of September 30, 2018, EQT indirectly held 276,008,766 EQGP common units, representing a 91.3% limited partner interest, and the entire non-economic general partner interest in EQGP.

Net Income per Limited Partner Unit. Net income attributable to the May 2018 Acquisition and the EQM-RMP Merger for the periods prior to May 1, 2018 and July 23, 2018, respectively, 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 EQM unitholders. The weighted average phantom unit awards included in the calculation of basic weighted average limited partner units outstanding was 31,602 and 20,750 for the three months ended September 30, 2018 and 2017, respectively, and 30,142 and 19,706 for the nine months ended September 30, 2018 and 2017, respectively.

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

	EQM Limited Partner Common Units	EQM 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
Common units issued with the EQM-RMP Merger	33,975,777	—	33,975,777
Balance at September 30, 2018	120,456,425	1,443,015	121,899,440

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

As of September 30, 2018, EQGP owned 21,811,643 EQM common units, representing a 17.9% limited partner interest, 1,443,015 EQM general partner units, representing a 1.2% general partner interest, and all of the IDRs in EQM. As of September 30, 2018, EQT owned 15,433,812 EQM common units, representing a 12.7% limited partner interest in EQM.

Distributions

The following table summarizes the quarterly cash distributions declared by EQM and EQGP to their respective unitholders from January 1, 2017 through September 30, 2018.

Quarter Ended	EQM Distribution per Common Unit		EQM Total Distribution		EQM Total Distribution to EQGP		EQGP Distribution per Common Unit		EQGP Total Distribution
	(Thousands, except per unit amounts)
2017
March 31	$	0.89	$	104,238	$	51,933	$	0.191	$	50,838
June 30	0.935		111,455		56,505		0.21		55,895
September 30	0.98		118,673		61,078		0.228		60,686
December 31	1.025		125,890		65,651		0.244		64,944
2018
March 31	$	1.065	$	132,321	$	69,721	$	0.258	$	68,671
June 30	1.09		201,809		94,286		0.306		92,552
September 30 (1)	1.115		207,735		97,746		0.315		95,275

(1) On October 23, 2018, the Board of Directors of the EQM General Partner declared a cash distribution to EQM's unitholders for the third quarter of 2018 of $1.115per common unit. The cash distribution will be paid on November 14, 2018 to unitholders of record at the close of business on November 2, 2018. Based on the EQM common units outstanding on October 25, 2018, cash distributions to EQGP will be approximately $24.3 million related to its limited partner interest, $2.5 million related to its general partner interest and $71.0 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 third quarter2018 distribution.

On October 23, 2018, the Board of Directors of the EQGP General Partner declared a cash distribution to EQGP's unitholders for the third quarter of 2018 of $0.315 per common unit. The cash distribution will be paid on November 23, 2018 to unitholders of record at the close of business on November 2, 2018.

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Consolidated Variable Interest Entity

9 Months Ended

Sep. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Consolidated Variable Interest Entity

Consolidated Variable Interest Entity

EQM is a variable interest entity. Through EQGP's ownership and control of the EQM General Partner, EQGP has the power to direct the activities that most significantly impact EQM's economic performance. In addition, through EQGP's general partner interest, IDRs and limited partner interest in EQM, EQGP has the obligation to absorb EQM's losses and the right to receive benefits from EQM in accordance with its general partner and limited partner ownership percentages and IDRs. Therefore, EQGP consolidates EQM. For additional information, see Note 15 to the consolidated financial statements in EQGP's Annual Report on Form 10-K for the year ended December 31, 2017.

EQGP's only cash-generating assets consist of its partnership interests in EQM. As a result, EQGP'sresults of operations do not differ materially from the results of operations of EQM. For a discussion on the risks associated with EQM's operations, see EQGP's Annual Report on Form 10-K for the year ended December 31, 2017 and this Quarterly Report on Form 10-Q. For further discussion on the effect that EQGP's involvement in EQM has on EQGP's financial position, results of operations and cash flows, see EQGP's Annual Report on Form 10-K for the year ended December 31, 2017. For discussion on related party transactions, see Note 5 to the consolidated financial statements in EQGP's Annual Report on Form 10-K for the year ended December 31, 2017 and Note F to these consolidated financial statements.

The following table presents amounts included in EQGP's consolidated balance sheets that were for the use or obligation of EQM.

Classification	September 30, 2018		December 31, 2017
	(Thousands)
Assets:
Cash and cash equivalents	$	4,712	$	2,557
Accounts receivable	58,358		28,804
Accounts receivable – affiliate	167,481		103,304
Other current assets	9,080		12,662
Net property, plant and equipment	5,608,358		2,804,059
Investment in unconsolidated entity	1,300,430		460,546
Goodwill	1,384,872		—
Intangible assets, net	586,500		—
Other assets	146,400		136,895
Liabilities:
Accounts payable	$	134,026	$	47,040
Due to related party	39,709		31,673
Capital contribution payable to MVP Joint Venture	463,733		105,734
Accrued interest	46,165		10,926
Accrued liabilities	16,401		16,871
Credit facility borrowings of EQM and RMP	22,000		180,000
EQM senior notes	3,455,296		987,352
Regulatory and other long-term liabilities	31,010		20,273

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Financial Statements (Policies)

9 Months Ended

Sep. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Basis of Presentation

Organization and Basis of Presentation

EQGP owns EQT's partnership interests in EQM, a growth-oriented Delaware limited partnership. EQM Midstream Services, LLC (formerly known as EQT Midstream Services, LLC) (EQM General Partner), is a direct wholly owned subsidiary of EQGP and is the general partner of EQM. EQGP Services, LLC (formerly known as EQT GP Services, LLC) (EQGP General Partner), is an indirect wholly owned subsidiary of EQT and is the general partner of EQGP. EQGP was formed under the name EQT GP Holdings, LP and changed its name to EQGP Holdings, LP in October 2018.

EQGP has no independent operations or material assets other than its partnership interests in EQM (see Note K). EQGP's financial statements differ from those of EQM primarily as a result of noncontrolling interest ownership attributable to the publicly held limited partner interests in EQM and additional expenses incurred by EQGP, which include selling, general and administrative expenses and net interest expense or income.

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 EQGP as of September 30, 2018 and December 31, 2017, the results of its operations for the three and nine months ended September 30, 2018 and 2017, and its cash flows and equity for the nine months ended September 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.

EQGP's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition and the EQM-RMP Merger because these transactions were 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 and the EQM-RMP Merger at their carrying amounts to EQT on the effective dates of the transactions. 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 and the EQM-RMP Merger had 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 nine months ended September 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 and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in EQGP's Annual Report on Form 10-K for the year ended December 31, 2017.

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. EQGP 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. EQGP does not expect the standard to have a significant effect on its results of operations, liquidity or financial position. EQGP 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, the presentation and disclosure requirements for financial instruments and eliminates the cost method of accounting for equity investments. EQGP 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. In July 2018, the FASB also targeted improvements to this ASU in ASU 2018-11. This update provides entities with an optional transition method, which permits an entity to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. EQGP has elected to utilize the optional transition method. 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. EQGP is utilizing a lease accounting system to document its current population of contracts classified as leases, which will be updated as EQGP's lease population changes. EQGP continues to evaluate new business processes and related internal controls and is assessing and documenting the accounting impacts related to the new standard. Although the evaluation is ongoing, EQGP expects that the adoption will impact its financial statements as the standard requires recognition on the balance sheet of a right of use asset and corresponding lease liability.

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 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. EQGP 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. Instead, a company would record an impairment charge based on the excess of a reporting unit’s carrying value over its fair value. The standard’s provisions are to be applied prospectively. EQGP adopted this standard in the first quarter of 2018 with no significant effect on its financial statements or related disclosures.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement, Changes to the Disclosure Requirements for Fair Value Measurement, which makes a number of changes to the hierarchy associated with Level 1, 2 and 3 fair value measurements and the related disclosure requirements. This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. EQGP is currently evaluating the effect this standard will have on its financial statements and related disclosures but does not expect the adoption of this standard to have a material impact on its financial statements and related disclosures.

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Acquisitions and Merger (Tables)

9 Months Ended

Sep. 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 RMP, 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 RMP, ROM, Strike Force and Rice WV (1)	$	4,014,984
Estimated Fair Value of Assets Acquired and Liabilities Assumed:
Current assets (2)	132,459
Intangible assets (3)	623,200
Property and equipment, net (4)	2,265,900
Other non-current assets	118
Current liabilities (2)	(116,242		)
RMP $850 Million Facility (5)	(266,000		)
Other non-current liabilities (5)	(9,323		)
Total estimated fair value of assets acquired and liabilities assumed	2,630,112
Goodwill	$	1,384,872

(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.

(5) The estimated fair value of long-term liabilities was determined utilizing observable market inputs where available or estimated based on their then current carrying values.

Schedule of Change in Asset Retirement Obligation

The following table presents a reconciliation of the AROs for the periods from November 13, 2017 through September 30, 2018.

	Asset Retirement Obligations
	(Thousands)
Balance at November 13, 2017	$	9,286
Accretion expense	35
Balance at December 31, 2017	$	9,321
Accretion expense	321
Balance at September 30, 2018	$	9,642

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Revenue from Contracts with Customers (Tables)

9 Months Ended

Sep. 30, 2018

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregated Revenue Information, by Business Segment

The tables below provide disaggregated revenue information by EQM business segment.

	Three Months Ended September 30, 2018
	Gathering		Transmission		Water		Total
	(Thousands)
Firm reservation fee revenues	$	112,598	$	82,669	$	—	$	195,267
Volumetric based fee revenues:
Usage fees under firm contracts (1)	8,661		5,331		—		13,992
Usage fees under interruptible contracts (2)	131,602		1,350		—		132,952
Total volumetric based fee revenues	140,263		6,681		—		146,944
Water service revenues	—		—		22,373		22,373
Total operating revenues	$	252,861	$	89,350	$	22,373	$	364,584
	Nine Months Ended September 30, 2018
	Gathering		Transmission		Water		Total
	(Thousands)
Firm reservation fee revenues	$	334,233	$	262,666	$	—	$	596,899
Volumetric based fee revenues:
Usage fees under firm contracts (1)	30,725		13,981		—		44,706
Usage fees under interruptible contracts (2)	366,482		8,782		—		375,264
Total volumetric based fee revenues	397,207		22,763		—		419,970
Water service revenues	—		—		93,438		93,438
Total operating revenues	$	731,440	$	285,429	$	93,438	$	1,110,307

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

(2) Includes volumes from contracts under which EQM has agreed to hold capacity available without charging 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 September 30, 2018.

		2018 (1)		2019		2020		2021		2022		Thereafter		Total
	(Thousands)
Gathering firm reservation fees		$	113,018	$	476,270	$	552,197	$	562,196	$	562,196	$	2,834,111	$	5,099,988
Gathering revenues supported by MVCs		—		65,700		71,370		71,175		71,175		136,875		416,295
Transmission firm reservation fees		94,077		346,893		344,328		339,588		334,522		2,477,808		3,937,216
Total		$	207,095	$	888,863	$	967,895	$	972,959	$	967,893	$	5,448,794	$	9,453,499

(1) October 1 through December 31

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Equity and Net Income per Limited Partner Unit (Tables)

9 Months Ended

Sep. 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 September 30, 2018. There were no issuances in 2017.

	EQM Limited Partner Common Units	EQM 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
Common units issued with the EQM-RMP Merger	33,975,777	—	33,975,777
Balance at September 30, 2018	120,456,425	1,443,015	121,899,440

(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)

9 Months Ended

Sep. 30, 2018

Segment Reporting [Abstract]

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

	Three Months Ended   September 30,						Nine Months Ended   September 30,
	2018			2017			2018			2017
	(Thousands)
Revenues from external customers (including affiliates):
Gathering	$	252,861		$	116,522		$	731,440		$	330,996
Transmission	89,350			89,771			285,429			272,184
Water	22,373			—			93,438			—
Total operating revenues	$	364,584		$	206,293		$	1,110,307		$	603,180
Operating income (loss):
Gathering	$	177,902		$	85,932		$	510,755		$	243,061
Transmission	58,691			59,770			198,784			189,237
Water	(3,093		)	—			35,627			—
Headquarters	(2,581		)	(543		)	(5,739		)	(2,344		)
Total operating income	$	230,919		$	145,159		$	739,427		$	429,954
Reconciliation of operating income to net income:
Equity income (1)	16,087			6,025			35,836			15,413
Other income	1,345			637			3,193			3,576
Net interest expense	40,966			9,414			76,661			25,994
Net income	$	207,385		$	142,407		$	701,795		$	422,949

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

Schedule of Segment Assets

	September 30,   2018		December 31,   2017
	(Thousands)
Segment assets:
Gathering	$	6,131,380	$	5,656,094
Transmission (1)	2,833,519		1,947,566
Water	177,126		208,273
Total operating segments	9,142,025		7,811,933
Headquarters, including cash	126,115		187,701
Total assets	$	9,268,140	$	7,999,634

(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 conform with this presentation.

Schedule of Depreciation and Amortization and Expenditures for Segment Assets

	Three Months Ended   September 30,				Nine Months Ended   September 30,
	2018		2017		2018		2017
	(Thousands)
Depreciation:
Gathering	$	25,359	$	9,983	$	72,309	$	28,398
Transmission	12,357		12,261		37,228		35,793
Water	5,851		—		17,420		—
Total	$	43,567	$	22,244	$	126,957	$	64,191
Expenditures for segment assets:
Gathering	$	194,477	$	48,182	$	515,072	$	150,728
Transmission	37,626		22,312		84,517		73,679
Water	7,981		—		17,358		—
Total (1)	$	240,084	$	70,494	$	616,947	$	224,407

(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 $91.3 million, $84.6 million and $90.7 million at September 30, 2018, June 30, 2018 and December 31, 2017, respectively. Accrued capital expenditures were approximately $26.5 million, $31.2 million and $26.7 million at September 30, 2017, June 30, 2017 and December 31, 2016, respectively.

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Investment in Unconsolidated Entity (Tables)

9 Months Ended

Sep. 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

	September 30,   2018		December 31,   2017
	(Thousands)
Current assets	$	1,260,789	$	330,271
Noncurrent assets	2,330,467		747,728
Total assets	$	3,591,256	$	1,077,999
Current liabilities	$	726,528	$	65,811
Equity	2,864,728		1,012,188
Total liabilities and equity	$	3,591,256	$	1,077,999

Condensed Statements of Consolidated Operations

	Three Months Ended   September 30,				Nine Months Ended   September 30,
	2018		2017		2018		2017
	(Thousands)
Net interest income	$	11,958	$	3,227	$	25,873	$	8,205
AFUDC - equity	23,417		10,055		52,906		25,710
Net income	$	35,375	$	13,282	$	78,779	$	33,915

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Distributions (Tables)

9 Months Ended

Sep. 30, 2018

Equity [Abstract]

Summary of Cash Distributions to Unitholders

The following table summarizes the quarterly cash distributions declared by EQM and EQGP to their respective unitholders from January 1, 2017 through September 30, 2018.

Quarter Ended	EQM Distribution per Common Unit		EQM Total Distribution		EQM Total Distribution to EQGP		EQGP Distribution per Common Unit		EQGP Total Distribution
	(Thousands, except per unit amounts)
2017
March 31	$	0.89	$	104,238	$	51,933	$	0.191	$	50,838
June 30	0.935		111,455		56,505		0.21		55,895
September 30	0.98		118,673		61,078		0.228		60,686
December 31	1.025		125,890		65,651		0.244		64,944
2018
March 31	$	1.065	$	132,321	$	69,721	$	0.258	$	68,671
June 30	1.09		201,809		94,286		0.306		92,552
September 30 (1)	1.115		207,735		97,746		0.315		95,275

(1) On October 23, 2018, the Board of Directors of the EQM General Partner declared a cash distribution to EQM's unitholders for the third quarter of 2018 of $1.115per common unit. The cash distribution will be paid on November 14, 2018 to unitholders of record at the close of business on November 2, 2018. Based on the EQM common units outstanding on October 25, 2018, cash distributions to EQGP will be approximately $24.3 million related to its limited partner interest, $2.5 million related to its general partner interest and $71.0 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 third quarter2018 distribution.

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Consolidated Variable Interest Entity (Tables)

9 Months Ended

Sep. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Consolidated Variable Interest Entity

The following table presents amounts included in EQGP's consolidated balance sheets that were for the use or obligation of EQM.

Classification	September 30, 2018		December 31, 2017
	(Thousands)
Assets:
Cash and cash equivalents	$	4,712	$	2,557
Accounts receivable	58,358		28,804
Accounts receivable – affiliate	167,481		103,304
Other current assets	9,080		12,662
Net property, plant and equipment	5,608,358		2,804,059
Investment in unconsolidated entity	1,300,430		460,546
Goodwill	1,384,872		—
Intangible assets, net	586,500		—
Other assets	146,400		136,895
Liabilities:
Accounts payable	$	134,026	$	47,040
Due to related party	39,709		31,673
Capital contribution payable to MVP Joint Venture	463,733		105,734
Accrued interest	46,165		10,926
Accrued liabilities	16,401		16,871
Credit facility borrowings of EQM and RMP	22,000		180,000
EQM senior notes	3,455,296		987,352
Regulatory and other long-term liabilities	31,010		20,273

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Acquisitions and Merger - Narrative (Details)							3 Months Ended		9 Months Ended
		Jul. 23, 2018 shares	May 22, 2018 USD ($) shares	May 01, 2018 USD ($) shares	Apr. 25, 2018 shares	Nov. 13, 2017 USD ($)	Sep. 30, 2018 USD ($)	Sep. 30, 2017 USD ($)	Sep. 30, 2018 USD ($)		Sep. 30, 2017 USD ($)		Dec. 31, 2017 USD ($)
Business Acquisition [Line Items]
Goodwill	[1]						$ 1,384,872,000		$ 1,384,872,000				$ 1,384,872,000
Amortization of intangible assets	[2]						10,387,000	$ 0	31,160,000	[1]	$ 0	[1]
May 2018 Acquisition
Business Acquisition [Line Items]
Estimated annual amortization expense, 2019							41,500,000		41,500,000
Estimated annual amortization expense, 2022							41,500,000		41,500,000
Estimated annual amortization expense, 2021							41,500,000		41,500,000
Estimated annual amortization expense, 2020							41,500,000		41,500,000
IDR Transaction
Business Acquisition [Line Items]
Equity interest issued or issuable (in shares) | shares			36,293,766
Investment in RMP IDRs			$ 865,000,000
EQM | Strike Force Midstream
Business Acquisition [Line Items]
Limited partner ownership interest (as a percent)				100.00%
EQM | 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
Amortization of intangible assets											$ 0
EQM | EQM-RMP Merger
Business Acquisition [Line Items]
Goodwill						$ 1,384,872,000
Intangible assets recognized						$ 623,200,000
Weighted average useful life						15 years
Amortization of intangible assets							10,400,000	$ 0	31,200,000
Accumulated amortization							36,700,000		36,700,000				$ 5,500,000
Estimated annual amortization expense, current							$ 41,500,000		$ 41,500,000
Consideration transferred						$ 4,014,984,000
EQM | Gulfport Energy Corporation
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]
Limited partner ownership interest (as a percent)				75.00%
Rice Midstream Partners, LP | EQM-RMP Merger
Business Acquisition [Line Items]
Equity interest issued or issuable (in shares) | shares					34,000,000
Common share conversion ratio				0.3319
EQT Corporation and Subsidiaries | EQM-RMP Merger | EQM
Business Acquisition [Line Items]
Equity interest issued or issuable (in shares) | shares		9,544,530

[1] As discussed in Note A, the consolidated financial statements of EQGP have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition and the EQM-RMP Merger because these transactions were between entities under common control.

[2] As discussed in Note A, the consolidated financial statements of EQGP Holdings, LP (formerly known as EQT GP Holdings, LP) (EQGP) 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), and Rice Midstream Partners LP (RMP), which was acquired by EQM effective on July 23, 2018 (the EQM-RMP Merger), because these transactions were 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	Sep. 30, 2018	Dec. 31, 2017
Estimated Fair Value of Assets Acquired and Liabilities Assumed:
Goodwill	[1]		$ 1,384,872	$ 1,384,872
EQM | EQM-RMP Merger
Business Acquisition [Line Items]
Estimated fair value of RMP, ROM, Strike Force and Rice WV		$ 4,014,984
Estimated Fair Value of Assets Acquired and Liabilities Assumed:
Current assets		132,459
Intangible assets		623,200
Property and equipment, net		2,265,900
Other non-current assets		118
Current liabilities		(116,242)
RMP $850 Million Facility		(266,000)
Other non-current liabilities		(9,323)
Total estimated fair value of assets acquired and liabilities assumed		2,630,112
Goodwill		1,384,872
Estimated fair value of noncontrolling interest		$ 166,000

[1] As discussed in Note A, the consolidated financial statements of EQGP have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition and the EQM-RMP Merger because these transactions were between entities under common control.

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Acquisitions and Merger - Schedule of Change in Asset Retirement Obligation (Details) - USD ($) $ in Thousands	2 Months Ended	9 Months Ended
	Dec. 31, 2017	Sep. 30, 2018
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
Balance, beginning of the year	$ 9,286	$ 9,321
Accretion expense	35	321
Balance, end of the year	$ 9,321	$ 9,642

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Revenue from Contracts with Customers - Narrative (Details) - EQM	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Disaggregation of Revenue [Line Items]
Contract billing cycle	21 days
Water
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	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2018
Water
Disaggregation of Revenue [Line Items]
Total operating revenues	$ 22,373	$ 93,438
EQM
Disaggregation of Revenue [Line Items]
Total operating revenues	364,584	1,110,307
EQM | Firm reservation fee revenues | Firm reservation fee revenues
Disaggregation of Revenue [Line Items]
Total operating revenues	195,267	596,899
EQM | Volumetric based fee revenue
Disaggregation of Revenue [Line Items]
Total operating revenues	146,944	419,970
EQM | Volumetric based fee revenue | Usage fees under firm contracts
Disaggregation of Revenue [Line Items]
Total operating revenues	13,992	44,706
EQM | Volumetric based fee revenue | Usage fees under interruptible contracts
Disaggregation of Revenue [Line Items]
Total operating revenues	132,952	375,264
EQM | Gathering
Disaggregation of Revenue [Line Items]
Total operating revenues	252,861	731,440
EQM | Gathering | Firm reservation fee revenues | Firm reservation fee revenues
Disaggregation of Revenue [Line Items]
Total operating revenues	112,598	334,233
EQM | Gathering | Volumetric based fee revenue
Disaggregation of Revenue [Line Items]
Total operating revenues	140,263	397,207
EQM | Gathering | Volumetric based fee revenue | Usage fees under firm contracts
Disaggregation of Revenue [Line Items]
Total operating revenues	8,661	30,725
EQM | Gathering | Volumetric based fee revenue | Usage fees under interruptible contracts
Disaggregation of Revenue [Line Items]
Total operating revenues	131,602	366,482
EQM | Transmission
Disaggregation of Revenue [Line Items]
Total operating revenues	89,350	285,429
EQM | Transmission | Firm reservation fee revenues | Firm reservation fee revenues
Disaggregation of Revenue [Line Items]
Total operating revenues	82,669	262,666
EQM | Transmission | Volumetric based fee revenue
Disaggregation of Revenue [Line Items]
Total operating revenues	6,681	22,763
EQM | Transmission | Volumetric based fee revenue | Usage fees under firm contracts
Disaggregation of Revenue [Line Items]
Total operating revenues	5,331	13,981
EQM | Transmission | Volumetric based fee revenue | Usage fees under interruptible contracts
Disaggregation of Revenue [Line Items]
Total operating revenues	1,350	8,782
EQM | Water
Disaggregation of Revenue [Line Items]
Total operating revenues	22,373	93,438
EQM | Water | Firm reservation fee revenues | Firm reservation fee revenues
Disaggregation of Revenue [Line Items]
Total operating revenues	0	0
EQM | Water | Volumetric based fee revenue
Disaggregation of Revenue [Line Items]
Total operating revenues	0	0
EQM | Water | Volumetric based fee revenue | Usage fees under firm contracts
Disaggregation of Revenue [Line Items]
Total operating revenues	0	0
EQM | Water | Volumetric based fee revenue | Usage fees under interruptible contracts
Disaggregation of Revenue [Line Items]
Total operating revenues	$ 0	$ 0

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Revenue from Contracts with Customers - Summary of Remaining Performance Obligations (Details) - EQM $ in Thousands	Sep. 30, 2018 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total firm reservation fees	$ 207,095
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 firm reservation fees	888,863
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 firm reservation fees	967,895
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 firm reservation fees	972,959
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 firm reservation fees	967,893
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 firm reservation fees	5,448,794
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total firm reservation fees	9,453,499
Transmission | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total firm reservation fees	$ 94,077
Remaining performance obligations, expected timing	3 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 firm reservation fees	$ 346,893
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 firm reservation fees	$ 344,328
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 firm reservation fees	$ 339,588
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 firm reservation fees	$ 334,522
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 firm reservation fees	$ 2,477,808
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 firm reservation fees	$ 3,937,216
Time-and-materials Contract | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total firm reservation fees	$ 113,018
Remaining performance obligations, expected timing	3 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 firm reservation fees	$ 476,270
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 firm reservation fees	$ 552,197
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 firm reservation fees	$ 562,196
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 firm reservation fees	$ 562,196
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 firm reservation fees	$ 2,834,111
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 firm reservation fees	$ 5,099,988
Minimum Volume Commitment Contract | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total firm reservation fees	$ 0
Remaining performance obligations, expected timing	3 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 firm reservation fees	$ 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 firm reservation fees	$ 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 firm reservation fees	$ 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 firm reservation fees	$ 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 firm reservation fees	$ 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 firm reservation fees	$ 416,295

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Equity and Net Income per Limited Partner Unit - Narrative (Details) - shares		3 Months Ended		9 Months Ended		12 Months Ended
		Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Class of Stock [Line Items]
Partners' capital common units outstanding (in shares)	[1]	302,458,766		302,458,766		266,165,000
Partners' capital account, units issued (in shares)						0
Phantom Units
Class of Stock [Line Items]
Weighted average limited partner units outstanding - basic (in shares)		31,602	20,750	30,142	19,706
EQM
Class of Stock [Line Items]
Partners' capital account, units issued (in shares)				9,608
Number of general partner units (in shares)		121,899,440		121,899,440		82,024,773
Partners' capital, units acquired (in shares)				5,889,282
EQM Limited Partner Common Units | EQM
Class of Stock [Line Items]
Partners' capital common units outstanding (in shares)		21,811,643		21,811,643
Limited partner ownership interest (as a percent)				17.90%
EQM Limited Partner Common Units | EQT Corporation and Subsidiaries | EQGP
Class of Stock [Line Items]
Partners' capital common units outstanding (in shares)		276,008,766		276,008,766
Limited partner ownership interest (as a percent)				91.30%
EQM Limited Partner Common Units | EQT Corporation and Subsidiaries | EQM
Class of Stock [Line Items]
Limited partner ownership interest (as a percent)				12.70%
Partners' capital, units acquired (in shares)				15,433,812
EQM Limited Partner Common Units | EQM
Class of Stock [Line Items]
Partners' capital account, units issued (in shares)				9,608
Number of general partner units (in shares)		120,456,425		120,456,425		80,581,758
Partners' capital, units acquired (in shares)				5,889,282
EQM General Partner Units | EQM
Class of Stock [Line Items]
Number of general partner units (in shares)		1,443,015		1,443,015
General partner ownership interest (as a percent)				1.20%
EQM General Partner Units | EQM
Class of Stock [Line Items]
Partners' capital account, units issued (in shares)				0
Number of general partner units (in shares)		1,443,015		1,443,015		1,443,015
Partners' capital, units acquired (in shares)				0

[1] As discussed in Note A, the consolidated financial statements of EQGP have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition and the EQM-RMP Merger because these transactions were between entities under common control.

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Equity and Net Income per Limited Partner Unit - Summary of Units Issued (Details) - shares	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Increase (Decrease) in Partners' Capital [Roll Forward]
Common units issued (in shares)		0
EQM
Increase (Decrease) in Partners' Capital [Roll Forward]
Beginning balance (in shares)	82,024,773
Common units issued (in shares)	9,608
May 2018 Acquisition consideration (in shares)	5,889,282
Ending balance (in shares)	121,899,440	82,024,773
EQM Limited Partner Common Units | EQM
Increase (Decrease) in Partners' Capital [Roll Forward]
Beginning balance (in shares)	80,581,758
Common units issued (in shares)	9,608
May 2018 Acquisition consideration (in shares)	5,889,282
Ending balance (in shares)	120,456,425	80,581,758
EQM General Partner Units | EQM
Increase (Decrease) in Partners' Capital [Roll Forward]
Beginning balance (in shares)	1,443,015
Common units issued (in shares)	0
May 2018 Acquisition consideration (in shares)	0
Ending balance (in shares)	1,443,015	1,443,015
EQM-RMP Merger | EQM
Increase (Decrease) in Partners' Capital [Roll Forward]
Common units issued (in shares)	33,975,777
EQM-RMP Merger | EQM Limited Partner Common Units | EQM
Increase (Decrease) in Partners' Capital [Roll Forward]
Common units issued (in shares)	33,975,777
EQM-RMP Merger | EQM General Partner Units | EQM
Increase (Decrease) in Partners' Capital [Roll Forward]
Common units issued (in shares)	0

XML

Financial Information by Business Segment - Narrative (Details) - segment	2 Months Ended	7 Months Ended
	Sep. 30, 2018	Jul. 22, 2018
Segment Reporting [Abstract]
Number of business segments	3	2

XML

Financial Information by Business Segment - Schedule of Segment Information (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018		Sep. 30, 2017		Jun. 30, 2018	Dec. 31, 2017	Jun. 30, 2017	Dec. 31, 2016
Revenues from external customers (including affiliates):
Total operating revenues	[1],[2]	$ 364,584	$ 206,293	$ 1,110,307		$ 603,180
Operating income (loss):
Total operating income	[1]	230,919	145,159	739,427		429,954
Reconciliation of operating income to net income:
Equity income	[1],[3]	16,087	6,025	35,836	[4]	15,413	[4]
Other income	[1]	1,345	637	3,193		3,576
Net interest expense	[1],[5]	40,966	9,414	76,661		25,994
Net income	[1]	207,385	142,407	701,795	[4]	422,949	[4]
Segment assets:
Assets	[4]	9,268,140		9,268,140					$ 7,999,634
Depreciation:
Depreciation	[1]	43,567	22,244	126,957	[4]	64,191	[4]
Expenditures for segment assets:
Accrued capital expenditures		91,300	26,500	91,300		26,500		$ 84,600	90,700	$ 31,200	$ 26,700
Operating segments
Revenues from external customers (including affiliates):
Total operating revenues		364,584	206,293	1,110,307		603,180
Segment assets:
Assets		9,142,025		9,142,025					7,811,933
Depreciation:
Depreciation		43,567	22,244	126,957		64,191
Expenditures for segment assets:
Expenditures for segment assets		240,084	70,494	616,947		224,407
Operating segments | Gathering
Revenues from external customers (including affiliates):
Total operating revenues		252,861	116,522	731,440		330,996
Operating income (loss):
Total operating income		177,902	85,932	510,755		243,061
Segment assets:
Assets		6,131,380		6,131,380					5,656,094
Depreciation:
Depreciation		25,359	9,983	72,309		28,398
Expenditures for segment assets:
Expenditures for segment assets		194,477	48,182	515,072		150,728
Operating segments | Transmission
Revenues from external customers (including affiliates):
Total operating revenues		89,350	89,771	285,429		272,184
Operating income (loss):
Total operating income		58,691	59,770	198,784		189,237
Segment assets:
Assets		2,833,519		2,833,519					1,947,566
Depreciation:
Depreciation		12,357	12,261	37,228		35,793
Expenditures for segment assets:
Expenditures for segment assets		37,626	22,312	84,517		73,679
Operating segments | Water
Revenues from external customers (including affiliates):
Total operating revenues		22,373	0	93,438		0
Operating income (loss):
Total operating income		(3,093)	0	35,627		0
Segment assets:
Assets		177,126		177,126					208,273
Depreciation:
Depreciation		5,851	0	17,420		0
Expenditures for segment assets:
Expenditures for segment assets		7,981	0	17,358		0
Headquarters
Operating income (loss):
Total operating income		(2,581)	$ (543)	(5,739)		$ (2,344)
Segment assets:
Assets		$ 126,115		$ 126,115					$ 187,701

[1] As discussed in Note A, the consolidated financial statements of EQGP Holdings, LP (formerly known as EQT GP Holdings, LP) (EQGP) 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), and Rice Midstream Partners LP (RMP), which was acquired by EQM effective on July 23, 2018 (the EQM-RMP Merger), because these transactions were between entities under common control.

[2] Operating revenues included affiliate revenues from EQT Corporation and subsidiaries (collectively, EQT) of $276.9 million and $154.2 million for the three months ended September 30, 2018 and 2017, respectively, and $827.8 million and $445.8 million for nine months ended September 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 EQGP have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition and the EQM-RMP Merger because these transactions were between entities under common control.

[5] Net interest expense included interest income on the Preferred Interest in EES of $1.6 million and $1.7 million for the three months ended September 30, 2018 and 2017, respectively, and $5.0 million and $5.1 million for the nine months ended September 30, 2018 and 2017, respectively.

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Investment in Unconsolidated Entity - Narrative (Details) $ in Thousands		1 Months Ended		3 Months Ended	9 Months Ended
		Oct. 31, 2018 USD ($)	Sep. 30, 2018 USD ($) mi	Dec. 31, 2018 USD ($)	Sep. 30, 2018 USD ($) mi	Sep. 30, 2017 USD ($)	Dec. 31, 2017 USD ($)
Schedule of Equity Method Investments [Line Items]
Capital call notice paid in October 2018	[1]				$ 446,049	$ 103,448
Capital call notice expected to be paid	[1]		$ 463,733		463,733		$ 105,734
EQM
Schedule of Equity Method Investments [Line Items]
Issuance of performance guarantee			$ 91,000		$ 91,000
EQM | MVP
Schedule of Equity Method Investments [Line Items]
Length of pipeline (in miles) | mi			300		300
EQM | MVP Southgate Project
Schedule of Equity Method Investments [Line Items]
Length of pipeline (in miles) | mi			70		70
Variable Interest Entity, Not Primary Beneficiary | MVP Joint Venture
Schedule of Equity Method Investments [Line Items]
Capital call notice issued			$ 456,000
Variable Interest Entity, Not Primary Beneficiary | MVP Joint Venture | EQM
Schedule of Equity Method Investments [Line Items]
Ownership interest			45.50%		45.50%
Maximum financial statement exposure			$ 1,391,000		$ 1,391,000
Variable Interest Entity, Not Primary Beneficiary | MVP Southgate Project | EQM
Schedule of Equity Method Investments [Line Items]
Ownership interest			32.70%		32.70%
Beneficial Owner | MVP Joint Venture
Schedule of Equity Method Investments [Line Items]
Percentage of ownership interest					66.67%
Subsequent Event | Variable Interest Entity, Not Primary Beneficiary | MVP Joint Venture
Schedule of Equity Method Investments [Line Items]
Capital call notice paid in October 2018		$ 175,200
Subsequent Event | Variable Interest Entity, Not Primary Beneficiary | MVP Southgate Project
Schedule of Equity Method Investments [Line Items]
Capital call notice paid in October 2018		$ 7,700
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				$ 280,800
Scenario, Forecast | Variable Interest Entity, Not Primary Beneficiary | MVP Southgate Project
Schedule of Equity Method Investments [Line Items]
Capital call notice issued				$ 7,700

[1] As discussed in Note A, the consolidated financial statements of EQGP have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition and the EQM-RMP Merger because these transactions were 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		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Condensed Consolidated Balance Sheets
Current assets	$ 1,260,789		$ 1,260,789		$ 330,271
Noncurrent assets	2,330,467		2,330,467		747,728
Total assets	3,591,256		3,591,256		1,077,999
Current liabilities	726,528		726,528		65,811
Equity	2,864,728		2,864,728		1,012,188
Total liabilities and equity	3,591,256		3,591,256		$ 1,077,999
Condensed Statements of Consolidated Operations
Net interest income	11,958	$ 3,227	25,873	$ 8,205
AFUDC - equity	23,417	10,055	52,906	25,710
Net income	$ 35,375	$ 13,282	$ 78,779	$ 33,915

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Debt - EQGP Working Capital Facility (Details) - Line of credit - EQT Corporation and Subsidiaries - Working Capital Facility - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Short-term Debt [Line Items]
Maximum borrowing capacity	$ 50,000,000
Credit facility borrowings			$ 200,000
Maximum amount of short term loans outstanding	$ 200,000	$ 300,000
Weighted average annual interest rate (in percent)	3.30%	2.40%

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Debt - EQM $1 Billion Facility (Details)		3 Months Ended		9 Months Ended
		Sep. 30, 2018 USD ($)	Sep. 30, 2017 USD ($)	Sep. 30, 2018 USD ($)	Sep. 30, 2017 USD ($)	Oct. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Jul. 31, 2017 USD ($)
Debt Instrument [Line Items]
Letters of credit outstanding	[1]	$ 22,000,000		$ 22,000,000			$ 466,000,000
Line of credit | $1 Billion Credit Facility
Debt Instrument [Line Items]
Maximum amount of outstanding borrowings					$ 177,000,000
Weighted average annual interest rate (as a percent)					2.70%
EQM | $1 Billion Credit Facility | Revolving Credit Facility
Debt Instrument [Line Items]
Borrowings outstanding		22,000,000		22,000,000			180,000,000
Letters of credit outstanding		1,000,000		1,000,000			$ 0
EQM | Line of credit | $1 Billion Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 1,000,000,000		$ 1,000,000,000				$ 1,000,000,000
Consolidated leverage ratio		5.00		5.00
Consolidated leverage ratio for certain measurement periods		5.50		5.50
Maximum amount of outstanding borrowings		$ 74,000,000	$ 177,000,000	$ 420,000,000
Average daily balance		$ 22,000,000	$ 95,000,000	$ 147,000,000	$ 32,000,000
Weighted average annual interest rate (as a percent)		3.70%	2.70%	3.20%
Subsequent Event | EQM | Line of credit | $1 Billion Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity						$ 3,000,000,000

[1] As discussed in Note A, the consolidated financial statements of EQGP have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition and the EQM-RMP Merger because these transactions were between entities under common control.

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Debt - EQM 364-Day Facility (Details) - USD ($)		2 Months Ended	3 Months Ended		9 Months Ended
	Apr. 25, 2018	Jun. 25, 2018	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017	Jul. 31, 2017
Line of credit | $1 Billion Credit Facility
Line of Credit Facility [Line Items]
Maximum amount of outstanding borrowings						$ 177,000,000
Weighted average annual interest rate (as a percent)						2.70%
EQM | Line of credit | $1 Billion Credit Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity			$ 1,000,000,000		$ 1,000,000,000			$ 1,000,000,000
Maximum amount of outstanding borrowings			74,000,000	$ 177,000,000	420,000,000
Average daily balance			$ 22,000,000	$ 95,000,000	$ 147,000,000	$ 32,000,000
Weighted average annual interest rate (as a percent)			3.70%	2.70%	3.20%
EQM | Line of credit | $2.5 Billion EQM Term Loan Facility
Line of Credit Facility [Line Items]
Line of credit expiration period	364 days
Maximum borrowing capacity	$ 2,500,000,000.0
Maximum amount of outstanding borrowings			$ 1,825,000,000
Average daily balance					$ 1,231,000,000
Weighted average annual interest rate (as a percent)		3.30%
Revolving Credit Facility | EQM
Line of Credit Facility [Line Items]
Basis spread above commitment fee					0.10%
Revolving Credit Facility | EQM | $1 Billion Credit Facility
Line of Credit Facility [Line Items]
Borrowings outstanding			22,000,000		$ 22,000,000		$ 180,000,000
Revolving Credit Facility | EQM | $500 Million Uncommitted Revolving Loan Agreement
Line of Credit Facility [Line Items]
Line of credit expiration period					364 days
Maximum borrowing capacity			500,000,000		$ 500,000,000
Borrowings outstanding			0		0		$ 0
Maximum amount of outstanding borrowings			$ 0	$ 40,000,000	$ 0	100,000,000
Average daily balance				$ 11,000,000		$ 30,000,000
Weighted average annual interest rate (as a percent)				2.40%		2.20%

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Debt - EQM Term Loan Facility (Details) - USD ($)		2 Months Ended	3 Months Ended		9 Months Ended
	Apr. 25, 2018	Jun. 25, 2018	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Jul. 31, 2017
EQM | Line of credit | $2.5 Billion EQM Term Loan Facility
Short-term Debt [Line Items]
Maximum borrowing capacity	$ 2,500,000,000.0
Line of credit expiration period	364 days
Write off of deferred issuance cost					$ 3,000,000
Maximum amount of outstanding borrowings			$ 1,825,000,000
Average daily balance					1,231,000,000
Weighted average annual interest rate (as a percent)		3.30%
Line of credit | $1 Billion Credit Facility
Short-term Debt [Line Items]
Maximum amount of outstanding borrowings						$ 177,000,000
Weighted average annual interest rate (as a percent)						2.70%
Line of credit | EQM | $1 Billion Credit Facility
Short-term Debt [Line Items]
Maximum borrowing capacity			1,000,000,000		1,000,000,000		$ 1,000,000,000
Maximum amount of outstanding borrowings			74,000,000	$ 177,000,000	420,000,000
Average daily balance			$ 22,000,000	$ 95,000,000	$ 147,000,000	$ 32,000,000
Weighted average annual interest rate (as a percent)			3.70%	2.70%	3.20%

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Debt - RMP $850 Million Facility (Details) - USD ($)				3 Months Ended	9 Months Ended
		Jul. 23, 2018	Dec. 31, 2017	Sep. 30, 2018	Sep. 30, 2018
Debt Instrument [Line Items]
Letters of credit outstanding	[1]		$ 466,000,000	$ 22,000,000	$ 22,000,000
Line of credit | RMP $850 Million Facility
Debt Instrument [Line Items]
Maximum borrowing capacity				850,000,000	850,000,000
Maximum amount of outstanding borrowings			286,000,000	260,000,000	375,000,000
Average daily balance				$ 249,000,000	$ 300,000,000
Weighted average annual interest rate (as a percent)				4.10%	3.80%
Revolving Credit Facility | RMP $850 Million Facility
Debt Instrument [Line Items]
Letters of credit outstanding			$ 1,000,000
EQM-RMP Merger | EQM
Debt Instrument [Line Items]
Repayments of debt		$ 260,000,000

[1] As discussed in Note A, the consolidated financial statements of EQGP have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition and the EQM-RMP Merger because these transactions were between entities under common control.

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Debt - 2018 Senior Notes (Details)	3 Months Ended
	Sep. 30, 2018 USD ($)
Line of credit | RMP $850 Million Facility
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 850,000,000
EQM | Senior Notes
Debt Instrument [Line Items]
Net proceeds from offering	2,465,800,000
Discount	11,800,000
Debt issuance costs	$ 22,400,000
EQM | Senior Notes | EQM 4.75% Senior Notes Due 2023
Debt Instrument [Line Items]
Senior notes (as a percent)	4.75%
Aggregate principal amount	$ 1,100,000,000
EQM | Senior Notes | EQM 5.50% Senior Notes Due 2028
Debt Instrument [Line Items]
Senior notes (as a percent)	5.50%
Aggregate principal amount	$ 850,000,000
EQM | Senior Notes | EQM 6.50% Senior Notes Due 2048
Debt Instrument [Line Items]
Senior notes (as a percent)	6.50%
Aggregate principal amount	$ 550,000,000

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Fair Value Measurements - Narrative (Details) - EQM - USD ($) $ in Millions	Sep. 30, 2018	Dec. 31, 2017
Carrying Value | EES
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Estimated fair value of preferred interest	$ 116	$ 119
Level 3 | Fair Value | EES
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Estimated fair value of preferred interest	122	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	3,455	987
Fair Value, Measurements, Recurring | Level 2 | Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of long-term debt	$ 3,532	$ 1,006

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Distributions - Summary of Cash Distributions to Unitholders (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended							9 Months Ended
		Oct. 23, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Sep. 30, 2018	Sep. 30, 2017
Distribution Made to Limited Partner [Line Items]
Total quarterly distribution per common unit (in dollars per share)	[1],[2]		$ 0.315				$ 0.228			$ 0.879	$ 0.629
EQM
Distribution Made to Limited Partner [Line Items]
Total quarterly distribution per common unit (in dollars per share)				$ 1.09	$ 1.065	$ 1.025	$ 0.980	$ 0.935	$ 0.89
Cash distributions declared				$ 201,809	$ 132,321	$ 125,890	$ 118,673	$ 111,455	$ 104,238
EQGP
Distribution Made to Limited Partner [Line Items]
Total quarterly distribution per common unit (in dollars per share)				$ 0.30600	$ 0.258	$ 0.244	$ 0.228	$ 0.21	$ 0.191
Total distribution				$ 92,552	$ 68,671	$ 64,944	$ 60,686	$ 55,895	$ 50,838
EQGP | EQM
Distribution Made to Limited Partner [Line Items]
Cash distributions declared				$ 94,286	$ 69,721	$ 65,651	$ 61,078	$ 56,505	$ 51,933
Subsequent Event | EQM
Distribution Made to Limited Partner [Line Items]
Total quarterly distribution per common unit (in dollars per share)		$ 1.115
Cash distributions declared		$ 207,735
Subsequent Event | EQGP
Distribution Made to Limited Partner [Line Items]
Total quarterly distribution per common unit (in dollars per share)		$ 0.315
Total distribution		$ 95,275
Subsequent Event | EQGP | EQM
Distribution Made to Limited Partner [Line Items]
Cash distributions declared		$ 97,746

[1] As discussed in Note A, the consolidated financial statements of EQGP Holdings, LP (formerly known as EQT GP Holdings, LP) (EQGP) 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), and Rice Midstream Partners LP (RMP), which was acquired by EQM effective on July 23, 2018 (the EQM-RMP Merger), because these transactions were between entities under common control.

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

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Distributions - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands				3 Months Ended							9 Months Ended
		Oct. 25, 2018	Oct. 23, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Sep. 30, 2018	Sep. 30, 2017
Class of Stock [Line Items]
Cash distributions declared per unit (in dollars per share)	[1],[2]			$ 0.315				$ 0.228			$ 0.879	$ 0.629
EQM
Class of Stock [Line Items]
Cash distributions declared per unit (in dollars per share)					$ 1.09	$ 1.065	$ 1.025	0.980	$ 0.935	$ 0.89
EQGP
Class of Stock [Line Items]
Cash distributions declared per unit (in dollars per share)					$ 0.30600	$ 0.258	$ 0.244	$ 0.228	$ 0.21	$ 0.191
Cash distribution in respect of limited partner interest					$ 92,552	$ 68,671	$ 64,944	$ 60,686	$ 55,895	$ 50,838
Subsequent Event | EQM
Class of Stock [Line Items]
Cash distributions declared per unit (in dollars per share)			$ 1.115
Cash distribution related to incentive distribution rights		$ 71,000
Subsequent Event | EQM | Limited Partner
Class of Stock [Line Items]
Cash distribution in respect of limited partner interest		24,300
Subsequent Event | EQM | EQM General Partner Units
Class of Stock [Line Items]
Cash distribution related to general partner interest		$ 2,500
Subsequent Event | EQGP
Class of Stock [Line Items]
Cash distributions declared per unit (in dollars per share)			$ 0.315
Cash distribution in respect of limited partner interest			$ 95,275

[1] As discussed in Note A, the consolidated financial statements of EQGP Holdings, LP (formerly known as EQT GP Holdings, LP) (EQGP) 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), and Rice Midstream Partners LP (RMP), which was acquired by EQM effective on July 23, 2018 (the EQM-RMP Merger), because these transactions were between entities under common control.

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

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Consolidated Variable Interest Entity (Details) - Variable Interest Entity, Primary Beneficiary - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Cash and cash equivalents
Variable Interest Entity [Line Items]
Assets	$ 4,712	$ 2,557
Accounts receivable
Variable Interest Entity [Line Items]
Assets	58,358	28,804
Accounts receivable – affiliate
Variable Interest Entity [Line Items]
Assets	167,481	103,304
Other current assets
Variable Interest Entity [Line Items]
Assets	9,080	12,662
Net property, plant and equipment
Variable Interest Entity [Line Items]
Assets	5,608,358	2,804,059
Investment in unconsolidated entity
Variable Interest Entity [Line Items]
Assets	1,300,430	460,546
Goodwill
Variable Interest Entity [Line Items]
Assets	1,384,872	0
Intangible assets, net
Variable Interest Entity [Line Items]
Assets	586,500	0
Other assets
Variable Interest Entity [Line Items]
Assets	146,400	136,895
Accounts payable
Variable Interest Entity [Line Items]
Liabilities	134,026	47,040
Due to related party
Variable Interest Entity [Line Items]
Liabilities	39,709	31,673
Capital contribution payable to MVP Joint Venture
Variable Interest Entity [Line Items]
Liabilities	463,733	105,734
Accrued interest
Variable Interest Entity [Line Items]
Liabilities	46,165	10,926
Accrued liabilities
Variable Interest Entity [Line Items]
Liabilities	16,401	16,871
Credit facility borrowings of EQM and RMP
Variable Interest Entity [Line Items]
Liabilities	22,000	180,000
EQM senior notes
Variable Interest Entity [Line Items]
Liabilities	3,455,296	987,352
Regulatory and other long-term liabilities
Variable Interest Entity [Line Items]
Liabilities	$ 31,010	$ 20,273