Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2018shares | |
Entity Information [Line Items] | |
Entity Registrant Name | EQM Midstream Partners, LP |
Entity Central Index Key | 1,540,947 |
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 |
Entity Small Business | false |
Document Fiscal Year Focus | 2,018 |
Document Fiscal Period Focus | Q3 |
Common Units | |
Entity Information [Line Items] | |
Entity Common Units, Unit Outstanding | 120,456,425 |
General Partner Units | |
Entity Information [Line Items] | |
Entity Common Units, Unit Outstanding | 1,443,015 |
Statements of Consolidated Oper
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] | 29,038 | 18,758 | 88,490 | 51,970 | ||
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] | 131,084 | 60,591 | 365,141 | 170,882 | ||
Operating income | [1] | 233,500 | 145,702 | 745,166 | 432,298 | ||
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] | 41,005 | 9,426 | 76,740 | 26,014 | ||
Net income | [1] | 209,927 | 142,938 | 707,455 | [4],[7] | 425,273 | [4],[7] |
Net income attributable to noncontrolling interests | [1] | 0 | 0 | 3,346 | 0 | ||
Net income attributable to EQM | [1] | 209,927 | 142,938 | 704,109 | 425,273 | ||
Calculation of limited partner interest in net income: | |||||||
Net income attributable to EQM | [1] | 209,927 | 142,938 | 704,109 | 425,273 | ||
Less pre-acquisition net income allocated to parent | [1] | (8,490) | 0 | (164,242) | 0 | ||
Less general partner interest in net income – general partner units | [1] | (2,379) | (2,515) | (7,145) | (7,482) | ||
Less general partner interest in net income – IDRs | [1] | (70,967) | (37,615) | (183,253) | (102,451) | ||
Limited partner interest in net income | [1] | $ 128,091 | $ 102,808 | $ 349,469 | $ 315,340 | ||
Net income per limited partner unit – basic and diluted (in dollars per share) | [1] | $ 1.14 | $ 1.28 | $ 3.73 | $ 3.91 | ||
Weighted average limited partner units outstanding – basic and diluted (in shares) | [1] | 111,980 | 80,603 | 93,746 | 80,603 | ||
Cash distributions declared per unit (in dollars per share) | [8] | $ 1.115 | $ 0.98 | $ 3.270 | [1] | $ 2.805 | [1] |
[1] | As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of Rice Olympus Midstream LLC (ROM), Strike Force Midstream Holdings LLC (Strike Force) and Rice West Virginia Midstream LLC (Rice WV), which were acquired by EQM effective on May 1, 2018 (the May 2018 Acquisition), 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 $25.7 million and $18.1 million for the three months ended September 30, 2018 and 2017, respectively, and $75.1 million and $49.7 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 EQM 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 $5.1 million for the nine months ended September 30, 2018 and 2017, respectively. | ||||||
[7] | As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition and the EQM-RMP Merger because these transactions were between entities under common control. | ||||||
[8] | Represents the cash distributions declared related to the period presented. See Note J. |
Statements of Consolidated Op_2
Statements of Consolidated Operations (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | ||
Operating and maintenance | [1],[2] | $ 48,092 | $ 19,589 | $ 118,534 | $ 54,721 |
Selling, general and administrative expenses | [1],[2] | 29,038 | 18,758 | 88,490 | 51,970 |
EES | |||||
Interest income | 1,600 | 1,700 | 5,000 | 5,100 | |
EQT | |||||
Operating revenues | 276,900 | 154,200 | 827,800 | 445,800 | |
Operating and maintenance | 14,000 | 10,700 | 38,400 | 29,800 | |
Selling, general and administrative expenses | $ 25,700 | $ 18,100 | $ 75,100 | $ 49,700 | |
[1] | As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of Rice Olympus Midstream LLC (ROM), Strike Force Midstream Holdings LLC (Strike Force) and Rice West Virginia Midstream LLC (Rice WV), which were acquired by EQM effective on May 1, 2018 (the May 2018 Acquisition), 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 $25.7 million and $18.1 million for the three months ended September 30, 2018 and 2017, respectively, and $75.1 million and $49.7 million for the nine months ended September 30, 2018 and 2017, respectively. See Note F. |
Statements of Consolidated Cash
Statements of Consolidated Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | |||
Cash flows from operating activities: | ||||
Net income | [1],[2],[3] | $ 707,455 | $ 425,273 | |
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],[4] | (35,836) | (15,413) | |
AFUDC – equity | [2] | (3,585) | (4,128) | |
Non-cash long-term compensation expense | [2] | 1,275 | 225 | |
Changes in other assets and liabilities: | ||||
Accounts receivable | [2] | 2,193 | (1,106) | |
Accounts payable | [2] | 28,173 | 1,848 | |
Due to/from EQT affiliates | [2] | (14,730) | 5,627 | |
Other assets and other liabilities | [2] | 22,420 | 3,686 | |
Net cash provided by operating activities | [2] | 865,482 | 480,203 | |
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 | [5] | (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 | [2] | 2,524,000 | 334,000 | |
Payments on credit facility borrowings | [2] | (2,968,000) | (229,000) | |
Proceeds from issuance of long-term debt | [2] | 2,500,000 | 0 | |
Debt discount and issuance costs | [5] | (34,249) | (2,257) | |
Distributions paid to unitholders | [2] | (528,410) | (313,515) | |
Distributions paid to noncontrolling interest | [2] | (750) | 0 | |
Acquisition of 25% of Strike Force Midstream LLC | [2] | (175,000) | 0 | |
Capital contributions | [2] | 15,672 | 216 | |
Net contributions from EQT | [5] | 3,660 | 0 | |
Net cash provided by (used in) financing activities | [2] | 1,336,923 | (210,556) | |
Net change in cash and cash equivalents | [2] | (49,888) | (55,289) | |
Cash and cash equivalents at beginning of period | [2] | 54,600 | [5] | 60,368 |
Cash and cash equivalents at end of period | [2] | 4,712 | [5] | 5,079 |
Cash paid during the period for: | ||||
Interest, net of amount capitalized | [2] | 42,652 | 31,091 | |
Non-cash activity during the period for: | ||||
(Decrease) increase in capital contribution receivable from EQT | [2] | $ (11,758) | $ 758 | |
[1] | As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of Rice Olympus Midstream LLC (ROM), Strike Force Midstream Holdings LLC (Strike Force) and Rice West Virginia Midstream LLC (Rice WV), which were acquired by EQM effective on May 1, 2018 (the May 2018 Acquisition), 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 EQM 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] | As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition and the EQM-RMP Merger because these transactions were between entities under common control. | |||
[4] | Represents equity income from Mountain Valley Pipeline, LLC (the MVP Joint Venture). See Note G. | |||
[5] | As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition and the EQM-RMP Merger because these transactions were between entities under common control. |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | |
Current assets: | |||
Cash and cash equivalents | [1],[2] | $ 4,712 | $ 54,600 |
Accounts receivable (net of allowance for doubtful accounts of $717 and $446 as of September 30, 2018 and December 31, 2017, respectively) | [2] | 58,358 | 60,551 |
Accounts receivable – affiliate | [2] | 167,481 | 158,720 |
Other current assets | [2] | 9,080 | 14,153 |
Total current assets | [2] | 239,631 | 288,024 |
Property, plant and equipment | [2] | 6,127,076 | 5,516,504 |
Less: accumulated depreciation | [2] | (518,718) | (405,665) |
Net property, plant and equipment | [2] | 5,608,358 | 5,110,839 |
Investment in unconsolidated entity | [2] | 1,300,430 | 460,546 |
Goodwill | [2] | 1,384,872 | 1,384,872 |
Intangible assets, net | [2] | 586,500 | 617,660 |
Other assets | [2] | 146,400 | 136,894 |
Total assets | [2] | 9,266,191 | 7,998,835 |
Current liabilities: | |||
Accounts payable | [2] | 134,026 | 105,271 |
Due to related party | [2] | 39,709 | 33,919 |
Capital contribution payable to MVP Joint Venture | [2] | 463,733 | 105,734 |
Accrued interest | [2] | 46,165 | 11,067 |
Accrued liabilities | [2] | 16,401 | 20,995 |
Total current liabilities | [2] | 700,034 | 276,986 |
Credit facility borrowings | [2] | 22,000 | 466,000 |
Senior notes | [2] | 3,455,296 | 987,352 |
Regulatory and other long-term liabilities | [2] | 31,010 | 29,633 |
Total liabilities | [2] | 4,208,340 | 1,759,971 |
Equity: | |||
Predecessor equity | [2] | 0 | 3,916,434 |
Noncontrolling interest | [2] | 0 | 173,472 |
Common (120,456,425 and 80,581,758 units issued and outstanding at September 30, 2018 and December 31, 2017, respectively) | [2] | 5,026,431 | 2,147,706 |
General partner (1,443,015 units issued and outstanding at September 30, 2018 and December 31, 2017) | [2] | 31,420 | 1,252 |
Total equity | [2],[3] | 5,057,851 | 6,238,864 |
Total liabilities and equity | [2] | $ 9,266,191 | $ 7,998,835 |
[1] | As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition 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 EQM 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] | As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition and the EQM-RMP Merger because these transactions were between entities under common control. |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, for doubtful accounts | $ 717 | $ 446 |
Common units issued (in shares) | 120,456,425 | 80,581,758 |
Common units outstanding (in shares) | 120,456,425 | 80,581,758 |
General partner interest, units issued (in shares) | 1,443,015 | 1,443,015 |
General partner interest, units outstanding (in shares) | 1,443,015 | 1,443,015 |
Statements of Consolidated Equi
Statements of Consolidated Equity (Unaudited) - USD ($) $ in Thousands | Total | Limited Partners Common | General Partner | Predecessor Equity | Noncontrolling Interest | |||
Beginning balance at Dec. 31, 2016 | [1] | $ 1,993,554 | $ 2,008,510 | $ (14,956) | $ 0 | $ 0 | ||
Increase (Decrease) in Partners' Capital | ||||||||
Net income | [1] | 425,273 | [2],[3] | 315,340 | 109,933 | 0 | ||
Capital contributions | [1] | 2,624 | 2,576 | 48 | ||||
Equity-based compensation plans | [1] | 225 | 225 | |||||
Distributions paid to unitholders | [1] | (313,515) | (215,556) | (97,959) | ||||
Ending balance at Sep. 30, 2017 | [1] | 2,108,161 | 2,111,095 | (2,934) | 0 | 0 | ||
Beginning balance at Dec. 31, 2017 | [1] | 6,238,864 | [4] | 2,147,706 | 1,252 | 3,916,434 | 173,472 | |
Increase (Decrease) in Partners' Capital | ||||||||
Net income | [1] | 707,455 | [2],[3] | 349,469 | 190,398 | 164,242 | 3,346 | |
Capital contributions | [1] | 3,917 | 3,851 | 66 | ||||
Equity-based compensation plans | [1] | 1,275 | 353 | 922 | ||||
Distributions paid to unitholders | [1] | (528,410) | (299,724) | (160,296) | (68,390) | |||
Net contributions from EQT | 3,660 | 3,660 | [1] | |||||
Distributions paid to noncontrolling interest | [1] | (750) | (750) | |||||
Acquisition of 25% of Strike Force Midstream LLC | [1] | (175,000) | 1,068 | (176,068) | ||||
May 2018 Acquisition from EQT | [1],[5] | (1,193,160) | 243,137 | (1,436,297) | ||||
EQM-RMP Merger | [1],[5] | 0 | 2,580,571 | (2,580,571) | ||||
Ending balance at Sep. 30, 2018 | [1] | $ 5,057,851 | [4] | $ 5,026,431 | $ 31,420 | $ 0 | $ 0 | |
[1] | As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition 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 EQM have been retrospectively recast to include the pre-acquisition results of Rice Olympus Midstream LLC (ROM), Strike Force Midstream Holdings LLC (Strike Force) and Rice West Virginia Midstream LLC (Rice WV), which were acquired by EQM effective on May 1, 2018 (the May 2018 Acquisition), 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] | As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition and the EQM-RMP Merger because these transactions were between entities under common control. | |||||||
[4] | As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition and the EQM-RMP Merger because these transactions were between entities under common control. | |||||||
[5] | Under common control accounting, any difference between consideration transferred and the net assets received at historical cost is recorded as an equity transaction. In addition, equity issued in a common control transaction is recorded at an amount equal to the carrying value of the net assets transferred, even if the equity issued has a readily determinable fair value. 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. |
Statements of Consolidated Eq_2
Statements of Consolidated Equity (Unaudited) (Parenthetical) | May 01, 2018 |
Strike Force Midstream | |
Percentage of voting interests acquired | 25.00% |
Financial Statements
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 EQM is 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 Holdings, LP (formerly known as EQT GP Holdings, LP) (EQGP), and is the general partner of EQM. EQM was formed under the name EQT Midstream Partners, LP and changed its name to EQM Midstream Partners, LP in October 2018. The accompanying unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the requirements of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these unaudited consolidated financial statements include all adjustments (consisting of only normal recurring adjustments, unless otherwise disclosed in this Form 10-Q) necessary for a fair presentation of the financial position of EQM as of 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. EQM'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 for the year ended December 31, 2017 and "Management's Discussion and Analysis of Financial Condition and Results of Operations," in each case as included in EQM's Current Report on Form 8-K as filed with the SEC on June 12, 2018. Recently Issued Accounting Standards In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers . The standard requires an entity to recognize revenue in a manner that depicts the transfer of goods or services to customers at an amount that reflects the consideration the entity expects in exchange for those goods or services. EQM adopted this standard on January 1, 2018 using the modified retrospective method of adoption. Adoption of the ASU did not require an adjustment to the opening balance of equity. EQM does not expect the standard to have a significant effect on its results of operations, liquidity or financial position. EQM implemented processes and controls to ensure new contracts are reviewed for the appropriate accounting treatment and to generate the disclosures required under the new standard in the first quarter of 2018. For the disclosures required by this ASU, see Note C. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities . The standard primarily affects accounting for equity investments, financial liabilities under the fair value option, the presentation and disclosure requirements for financial instruments and eliminates the cost method of accounting for equity investments. EQM adopted this standard in the first quarter of 2018 with no significant effect on its financial statements or related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases . The standard requires an entity to record assets and obligations for contracts currently recognized as operating leases. 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. EQM 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. EQM is utilizing a lease accounting system to document its current population of contracts classified as leases, which will be updated as EQM's lease population changes. EQM 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, EQM 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. EQM is currently evaluating the effect this standard will have on its financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test of Goodwill Impairment . ASU 2017-04 simplifies the quantitative goodwill impairment test requirements by eliminating the requirement to calculate the implied fair value of goodwill. 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. EQM 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. EQM 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. |
Acquisitions and Merger
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. |
Revenue from Contracts with Cus
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, EQM adopted ASU No. 2014-09, Revenue from Contracts with Customers , on January 1, 2018 using the modified retrospective method of adoption. EQM applied the 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 EQM'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 . |
Equity and Net Income per Limit
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 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 . Limited Partner Common Units General Partner Units Total Balance at January 1, 2018 80,581,758 1,443,015 82,024,773 Common units issued (1) 9,608 — 9,608 May 2018 Acquisition consideration 5,889,282 — 5,889,282 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, 100% of the non-economic general partner interest in EQGP and a 91.3% limited 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 17,816 and 21,298 for the three months ended September 30, 2018 and 2017 , respectively, and 19,699 and 20,757 for the nine months ended September 30, 2018 and 2017 , respectively. Distributions EQM Distributions. 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 $1.115 per 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 quarter 2018 distribution. RMP Distributions. Prior to the EQM-RMP Merger, the RMP partnership agreement required RMP to distribute all of its available cash (as defined in the RMP partnership agreement) to RMP unitholders within 45 days of the end of each quarter. Following the completion of the EQM-RMP Merger, RMP ceased to exist as a separate publicly traded entity and any future available cash will be subject to cash distributions under the EQM partnership agreement. |
Financial Information by Busine
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 Nine Months Ended 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 — Total operating income $ 233,500 $ 145,702 $ 745,166 $ 432,298 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 41,005 9,426 76,740 26,014 Net income $ 209,927 $ 142,938 $ 707,455 $ 425,273 (1) Equity income is included in the Transmission segment. September 30, December 31, (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 124,166 186,902 Total assets $ 9,266,191 $ 7,998,835 (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 Nine Months Ended 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. |
Related Party Transactions
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, EQM engages 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. Pursuant to an omnibus agreement (the EQM Omnibus Agreement), EQT performs centralized corporate, general and administrative services for EQM. In exchange, EQM reimburses EQT for the expenses incurred by EQT in providing these services. The EQM Omnibus Agreement also provides for certain indemnification obligations between EQM and EQT. Pursuant to a secondment agreement, employees of EQT and its affiliates may be seconded to EQM to provide operating and other services with respect to EQM's business under the direction, supervision and control of EQM. EQM reimburses EQT and its affiliates for the services provided by the seconded employees. The expenses for which EQM reimburses EQT and its affiliates may not necessarily reflect the actual expenses that EQM would incur on a stand-alone basis. EQM is unable to estimate what those expenses would be on a stand-alone basis. 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. |
Investment in Unconsolidated En
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, December 31, (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 Nine Months Ended 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 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2018 | |
Long-term Debt, Current and Noncurrent [Abstract] | |
Debt | Debt $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 proposed separation of EQT's production and midstream businesses (the Separation), EQM intends to increase its borrowing capacity from $1 billion up to $3 billion . 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 as R ice Midstream OpCo LLC) (Rice Midstream OpCo), a wholly owned subsidiary of RMP, had an $850 million credit facility. The RMP $850 Million 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 $850 Million 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 $850 Million 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 $850 Million Facility at any time were $260 million and $375 million , respectively, and the average daily outstanding balances under the RMP $850 Million Facility were approximately $249 million and $300 million , respectively. Interest was incurred on the RMP $850 Million 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 $850 Million Facility and the RMP $850 Million 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 $850 Million 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 , EQM was in compliance with all debt provisions and covenants. |
Fair Value Measurements
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. |
Distributions
Distributions | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Distributions | Equity and Net Income per Limited Partner Unit The following table summarizes EQM's limited partner common units and general partner units issued from January 1, 2018 through September 30, 2018 . There were no issuances in 2017 . Limited Partner Common Units General Partner Units Total Balance at January 1, 2018 80,581,758 1,443,015 82,024,773 Common units issued (1) 9,608 — 9,608 May 2018 Acquisition consideration 5,889,282 — 5,889,282 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, 100% of the non-economic general partner interest in EQGP and a 91.3% limited 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 17,816 and 21,298 for the three months ended September 30, 2018 and 2017 , respectively, and 19,699 and 20,757 for the nine months ended September 30, 2018 and 2017 , respectively. Distributions EQM Distributions. 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 $1.115 per 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 quarter 2018 distribution. RMP Distributions. Prior to the EQM-RMP Merger, the RMP partnership agreement required RMP to distribute all of its available cash (as defined in the RMP partnership agreement) to RMP unitholders within 45 days of the end of each quarter. Following the completion of the EQM-RMP Merger, RMP ceased to exist as a separate publicly traded entity and any future available cash will be subject to cash distributions under the EQM partnership agreement. |
Financial Statements (Policies)
Financial Statements (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | The accompanying unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the requirements of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these unaudited consolidated financial statements include all adjustments (consisting of only normal recurring adjustments, unless otherwise disclosed in this Form 10-Q) necessary for a fair presentation of the financial position of EQM as of 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. EQM'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 for the year ended December 31, 2017 and "Management's Discussion and Analysis of Financial Condition and Results of Operations," in each case as included in EQM's Current Report on Form 8-K as filed with the SEC on June 12, 2018. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers . The standard requires an entity to recognize revenue in a manner that depicts the transfer of goods or services to customers at an amount that reflects the consideration the entity expects in exchange for those goods or services. EQM adopted this standard on January 1, 2018 using the modified retrospective method of adoption. Adoption of the ASU did not require an adjustment to the opening balance of equity. EQM does not expect the standard to have a significant effect on its results of operations, liquidity or financial position. EQM implemented processes and controls to ensure new contracts are reviewed for the appropriate accounting treatment and to generate the disclosures required under the new standard in the first quarter of 2018. For the disclosures required by this ASU, see Note C. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities . The standard primarily affects accounting for equity investments, financial liabilities under the fair value option, the presentation and disclosure requirements for financial instruments and eliminates the cost method of accounting for equity investments. EQM adopted this standard in the first quarter of 2018 with no significant effect on its financial statements or related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases . The standard requires an entity to record assets and obligations for contracts currently recognized as operating leases. 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. EQM 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. EQM is utilizing a lease accounting system to document its current population of contracts classified as leases, which will be updated as EQM's lease population changes. EQM 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, EQM 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. EQM is currently evaluating the effect this standard will have on its financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test of Goodwill Impairment . ASU 2017-04 simplifies the quantitative goodwill impairment test requirements by eliminating the requirement to calculate the implied fair value of goodwill. 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. EQM 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. EQM 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. |
Acquisitions and Merger (Tables
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 |
Revenue from Contracts with C_2
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 |
Equity and Net Income per Lim_2
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 . Limited Partner Common Units General Partner Units Total Balance at January 1, 2018 80,581,758 1,443,015 82,024,773 Common units issued (1) 9,608 — 9,608 May 2018 Acquisition consideration 5,889,282 — 5,889,282 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. |
Financial Information by Busi_2
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 Nine Months Ended 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 — Total operating income $ 233,500 $ 145,702 $ 745,166 $ 432,298 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 41,005 9,426 76,740 26,014 Net income $ 209,927 $ 142,938 $ 707,455 $ 425,273 (1) Equity income is included in the Transmission segment. |
Schedule of Segment Assets | September 30, December 31, (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 124,166 186,902 Total assets $ 9,266,191 $ 7,998,835 (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, Amortization, and Expenditures for Segment Assets | Three Months Ended Nine Months Ended 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. |
Investment in Unconsolidated _2
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, December 31, (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 Nine Months Ended 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 |
Acquisitions and Merger - Narra
Acquisitions and Merger - Narrative (Details) | Jul. 23, 2018shares | May 01, 2018USD ($)shares | Apr. 25, 2018shares | Nov. 13, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | |||
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 | [3] | $ 0 | [3] | |||||
Strike Force Midstream | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Membership interest (as a percent) | 100.00% | |||||||||||
May 2018 Acquisition | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Equity interest issued or issuable (in shares) | shares | 5,889,282 | |||||||||||
Payments to acquire businesses, gross | $ 1,150,000,000 | |||||||||||
Amortization of intangible assets | $ 0 | |||||||||||
Estimated annual amortization expense, 2019 | 41,500,000 | 41,500,000 | ||||||||||
Estimated annual amortization expense, 2020 | 41,500,000 | 41,500,000 | ||||||||||
Estimated annual amortization expense, 2021 | 41,500,000 | 41,500,000 | ||||||||||
Estimated annual amortization expense, 2022 | 41,500,000 | 41,500,000 | ||||||||||
EQM-RMP Merger | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Goodwill | $ 1,384,872,000 | |||||||||||
Intangible assets acquired | $ 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 | |||||||||||
Strike Force Midstream | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Percentage of voting interests acquired | 25.00% | |||||||||||
Consideration transferred | $ 175,000,000 | |||||||||||
Strike Force Midstream Holdings LLC | May 2018 Acquisition | Strike Force Midstream | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Membership interest (as a percent) | 75.00% | |||||||||||
Rice Midstream Partners, LP | EQM-RMP Merger | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Equity interest issued or issuable (in shares) | shares | 34,000,000 | |||||||||||
Common share conversation ratio | 0.3319 | |||||||||||
EQT | 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 EQM 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 EQM have been retrospectively recast to include the pre-acquisition results of Rice Olympus Midstream LLC (ROM), Strike Force Midstream Holdings LLC (Strike Force) and Rice West Virginia Midstream LLC (Rice WV), which were acquired by EQM effective on May 1, 2018 (the May 2018 Acquisition), 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] | As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition and the EQM-RMP Merger because these transactions were between entities under common control. |
Acquisitions and Merger - Sched
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-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 | |||
Property and equipment, net | 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 EQM 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. |
Acquisitions and Merger - Sch_2
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 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Narrative (Details) | 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 |
Revenue from Contracts with C_4
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, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | ||
Disaggregation of Revenue [Line Items] | |||||
Total operating revenues | [1],[2] | $ 364,584 | $ 206,293 | $ 1,110,307 | $ 603,180 |
Firm reservation fee revenues | Firm reservation fee revenues | |||||
Disaggregation of Revenue [Line Items] | |||||
Total operating revenues | 195,267 | 596,899 | |||
Volumetric based fee revenues | |||||
Disaggregation of Revenue [Line Items] | |||||
Total operating revenues | 146,944 | 419,970 | |||
Volumetric based fee revenues | Usage fees under firm contracts | |||||
Disaggregation of Revenue [Line Items] | |||||
Total operating revenues | 13,992 | 44,706 | |||
Volumetric based fee revenues | Usage fees under interruptible contracts | |||||
Disaggregation of Revenue [Line Items] | |||||
Total operating revenues | 132,952 | 375,264 | |||
Gathering | |||||
Disaggregation of Revenue [Line Items] | |||||
Total operating revenues | 252,861 | 731,440 | |||
Gathering | Firm reservation fee revenues | Firm reservation fee revenues | |||||
Disaggregation of Revenue [Line Items] | |||||
Total operating revenues | 112,598 | 334,233 | |||
Gathering | Volumetric based fee revenues | |||||
Disaggregation of Revenue [Line Items] | |||||
Total operating revenues | 140,263 | 397,207 | |||
Gathering | Volumetric based fee revenues | Usage fees under firm contracts | |||||
Disaggregation of Revenue [Line Items] | |||||
Total operating revenues | 8,661 | 30,725 | |||
Gathering | Volumetric based fee revenues | Usage fees under interruptible contracts | |||||
Disaggregation of Revenue [Line Items] | |||||
Total operating revenues | 131,602 | 366,482 | |||
Transmission | |||||
Disaggregation of Revenue [Line Items] | |||||
Total operating revenues | 89,350 | 285,429 | |||
Transmission | Firm reservation fee revenues | Firm reservation fee revenues | |||||
Disaggregation of Revenue [Line Items] | |||||
Total operating revenues | 82,669 | 262,666 | |||
Transmission | Volumetric based fee revenues | |||||
Disaggregation of Revenue [Line Items] | |||||
Total operating revenues | 6,681 | 22,763 | |||
Transmission | Volumetric based fee revenues | Usage fees under firm contracts | |||||
Disaggregation of Revenue [Line Items] | |||||
Total operating revenues | 5,331 | 13,981 | |||
Transmission | Volumetric based fee revenues | Usage fees under interruptible contracts | |||||
Disaggregation of Revenue [Line Items] | |||||
Total operating revenues | 1,350 | 8,782 | |||
Water | |||||
Disaggregation of Revenue [Line Items] | |||||
Total operating revenues | 22,373 | 93,438 | |||
Water | Firm reservation fee revenues | Firm reservation fee revenues | |||||
Disaggregation of Revenue [Line Items] | |||||
Total operating revenues | 0 | 0 | |||
Water | Volumetric based fee revenues | |||||
Disaggregation of Revenue [Line Items] | |||||
Total operating revenues | 0 | 0 | |||
Water | Volumetric based fee revenues | Usage fees under firm contracts | |||||
Disaggregation of Revenue [Line Items] | |||||
Total operating revenues | $ 0 | 0 | |||
Water | Volumetric based fee revenues | Usage fees under interruptible contracts | |||||
Disaggregation of Revenue [Line Items] | |||||
Total operating revenues | $ 0 | ||||
[1] | As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of Rice Olympus Midstream LLC (ROM), Strike Force Midstream Holdings LLC (Strike Force) and Rice West Virginia Midstream LLC (Rice WV), which were acquired by EQM effective on May 1, 2018 (the May 2018 Acquisition), 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. |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Summary of Remaining Performance Obligations (Details) $ in Thousands | Sep. 30, 2018USD ($) |
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 | $ 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 | 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 | 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 | 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 | 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 | 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 | 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 | $ 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 | $ 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 | $ 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 | $ 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 | $ 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 | $ 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 | $ 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 | $ 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 | $ 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 | $ 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 | $ 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 | $ 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 | $ 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 | $ 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 | $ 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 | $ 65,700 |
Remaining performance obligations, expected timing | 1 year |
Minimum volume commitment contract | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 71,370 |
Remaining performance obligations, expected timing | 1 year |
Minimum volume commitment contract | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 71,175 |
Remaining performance obligations, expected timing | 1 year |
Minimum volume commitment contract | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 71,175 |
Remaining performance obligations, expected timing | 1 year |
Minimum volume commitment contract | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 136,875 |
Minimum volume commitment contract | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 416,295 |
Equity and Net Income per Lim_3
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 account, units issued (in shares) | 9,608 | 0 | |||
Number of common units held by parent (in shares) | 120,456,425 | 120,456,425 | 80,581,758 | ||
Number of general partner units held by parent (in shares) | 121,899,440 | 121,899,440 | 82,024,773 | ||
Partners' capital, units acquired (in shares) | 5,889,282 | ||||
Phantom Units | |||||
Class of Stock [Line Items] | |||||
Weighted average limited partner units outstanding - basic (in shares) | 17,816 | 21,298 | 19,699 | 20,757 | |
EQT | EQGP | |||||
Class of Stock [Line Items] | |||||
General partner's ownership interest (as a percent) | 100.00% | ||||
Limited Partner Common Units | |||||
Class of Stock [Line Items] | |||||
Partners' capital account, units issued (in shares) | 9,608 | ||||
Number of general partner units held by parent (in shares) | 120,456,425 | 120,456,425 | 80,581,758 | ||
Partners' capital, units acquired (in shares) | 5,889,282 | ||||
Limited Partner Common Units | EQGP | EQM | |||||
Class of Stock [Line Items] | |||||
Number of common units held by parent (in shares) | 21,811,643 | 21,811,643 | |||
Ownership interest (as a percent) | 17.90% | ||||
Limited Partner Common Units | EQT | EQM | |||||
Class of Stock [Line Items] | |||||
Ownership interest (as a percent) | 12.70% | ||||
Partners' capital, units acquired (in shares) | 15,433,812 | ||||
Limited Partner Common Units | EQT | EQGP | |||||
Class of Stock [Line Items] | |||||
Ownership interest (as a percent) | 91.30% | ||||
General Partner Units | |||||
Class of Stock [Line Items] | |||||
Partners' capital account, units issued (in shares) | 0 | ||||
Number of general partner units held by parent (in shares) | 1,443,015 | 1,443,015 | 1,443,015 | ||
Partners' capital, units acquired (in shares) | 0 | ||||
General Partner Units | EQGP | EQM | |||||
Class of Stock [Line Items] | |||||
Number of general partner units held by parent (in shares) | 1,443,015 | 1,443,015 | |||
General partner's ownership interest (as a percent) | 1.20% |
Equity and Net Income per Lim_4
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 | ||
Balance at January 1, 2018 | 82,024,773 | |
Common units issued (in shares) | 9,608 | 0 |
May 2018 Acquisition consideration | 5,889,282 | |
Balance at September 30, 2018 | 121,899,440 | 82,024,773 |
Limited Partner Common Units | ||
Increase (Decrease) in Partners' Capital | ||
Balance at January 1, 2018 | 80,581,758 | |
Common units issued (in shares) | 9,608 | |
May 2018 Acquisition consideration | 5,889,282 | |
Balance at September 30, 2018 | 120,456,425 | 80,581,758 |
General Partner Units | ||
Increase (Decrease) in Partners' Capital | ||
Balance at January 1, 2018 | 1,443,015 | |
Common units issued (in shares) | 0 | |
May 2018 Acquisition consideration | 0 | |
Balance at September 30, 2018 | 1,443,015 | 1,443,015 |
EQM-RMP Merger | ||
Increase (Decrease) in Partners' Capital | ||
Common units issued (in shares) | 33,975,777 | |
EQM-RMP Merger | Limited Partner Common Units | ||
Increase (Decrease) in Partners' Capital | ||
Common units issued (in shares) | 33,975,777 | |
EQM-RMP Merger | General Partner Units | ||
Increase (Decrease) in Partners' Capital | ||
Common units issued (in shares) | 0 |
Financial Information by Busi_3
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 |
Financial Information by Busi_4
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] | 233,500 | 145,702 | 745,166 | 432,298 | ||||||
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] | 41,005 | 9,426 | 76,740 | 26,014 | ||||||
Net income | [1] | 209,927 | 142,938 | 707,455 | [4],[6] | 425,273 | [4],[6] | ||||
Segment assets: | |||||||||||
Total assets | [7] | 9,266,191 | 9,266,191 | $ 7,998,835 | |||||||
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 | |||||||||||
Segment assets: | |||||||||||
Total 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 | |||||||
Headquarters, including cash | |||||||||||
Segment assets: | |||||||||||
Total assets | 124,166 | 124,166 | 186,902 | ||||||||
Gathering | |||||||||||
Revenues from external customers (including affiliates): | |||||||||||
Total operating revenues | 252,861 | 731,440 | |||||||||
Gathering | Operating Segments | |||||||||||
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: | |||||||||||
Total 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 | |||||||
Transmission | |||||||||||
Revenues from external customers (including affiliates): | |||||||||||
Total operating revenues | 89,350 | 285,429 | |||||||||
Transmission | Operating Segments | |||||||||||
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: | |||||||||||
Total 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 | |||||||
Water | |||||||||||
Revenues from external customers (including affiliates): | |||||||||||
Total operating revenues | 22,373 | 93,438 | |||||||||
Water | Operating Segments | |||||||||||
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: | |||||||||||
Total 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 | |||||||
[1] | As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of Rice Olympus Midstream LLC (ROM), Strike Force Midstream Holdings LLC (Strike Force) and Rice West Virginia Midstream LLC (Rice WV), which were acquired by EQM effective on May 1, 2018 (the May 2018 Acquisition), 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 EQM 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. | ||||||||||
[6] | As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition and the EQM-RMP Merger because these transactions were between entities under common control. | ||||||||||
[7] | As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition and the EQM-RMP Merger because these transactions were between entities under common control. |
Investment in Unconsolidated _3
Investment in Unconsolidated Entity - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Oct. 31, 2018USD ($) | Sep. 30, 2018USD ($)mi | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($)mi | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | ||
Schedule of Equity Method Investments [Line Items] | |||||||
Capital call notice paid in July 2018 | [1] | $ 446,049 | $ 103,448 | ||||
Capital call notice expected to be paid | [2] | $ 463,733 | $ 463,733 | $ 105,734 | |||
Variable Interest Entity, Not Primary Beneficiary | MVP Joint Venture | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership interest | 45.50% | 45.50% | |||||
Capital contribution payable to MVP Joint Venture | $ 456,000 | ||||||
Maximum financial statement exposure | $ 1,391,000 | $ 1,391,000 | |||||
Variable Interest Entity, Not Primary Beneficiary | MVP Southgate Project | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership interest | 32.70% | 32.70% | |||||
MVP | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Length of pipeline (in miles) | mi | 300 | 300 | |||||
MVP | Variable Interest Entity, Not Primary Beneficiary | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Issuance of performance guarantee | $ 91,000 | $ 91,000 | |||||
Beneficial Owner | MVP Joint Venture | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Percentage of ownership interest | 66.67% | ||||||
Scenario, Forecast | Variable Interest Entity, Not Primary Beneficiary | MVP Joint Venture | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Capital call notice paid in July 2018 | $ 175,200 | ||||||
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 contribution payable to MVP Joint Venture | $ 7,700 | ||||||
EQM | MVP Southgate Project | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Length of pipeline (in miles) | mi | 70 | 70 | |||||
[1] | As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition 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 EQM 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. |
Investment in Unconsolidated _4
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 |
Debt - $1 Billion Facility (Det
Debt - $1 Billion Facility (Details) | Dec. 31, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | |
Debt Instrument [Line Items] | ||||||
Letters of credit outstanding | [1] | $ 466,000,000 | $ 22,000,000 | $ 22,000,000 | ||
Revolving Credit Facility | $1 Billion Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Borrowings outstanding | 180,000,000 | 22,000,000 | 22,000,000 | |||
Letters of credit outstanding | 0 | 1,000,000 | 1,000,000 | |||
Revolving Credit Facility | RMP $850 Million Facility | ||||||
Debt Instrument [Line Items] | ||||||
Letters of credit outstanding | 1,000,000 | 1,000,000 | ||||
Line of Credit | $1 Billion Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 1,000,000,000 | $ 1,000,000,000 | ||||
Consolidated leverage ratio for certain measurement periods (not more than) | 5 | 5 | ||||
Consolidated leverage ratio (not more than) | 5.50 | 5.50 | ||||
Maximum amount of outstanding short-term loans at any time during the period | $ 74,000,000 | $ 177,000,000 | $ 420,000,000 | |||
Average daily balance of short-term loans outstanding | $ 22,000,000 | $ 95,000,000 | $ 147,000,000 | $ 32,000,000 | ||
Weighted average annual interest rate | 3.70% | 2.70% | 3.20% | |||
Line of Credit | RMP $850 Million Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 850,000,000 | $ 850,000,000 | ||||
Maximum amount of outstanding short-term loans at any time during the period | $ 286,000,000 | 260,000,000 | 375,000,000 | |||
Average daily balance of short-term loans outstanding | $ 249,000,000 | $ 300,000,000 | ||||
Weighted average annual interest rate | 4.10% | 3.80% | ||||
Line of Credit | $2 Billion Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 3,000,000,000 | $ 3,000,000,000 | ||||
EQM | Line of Credit | $1 Billion Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum amount of outstanding short-term loans at any time during the period | $ 177,000,000 | |||||
Weighted average annual interest rate | 2.70% | |||||
[1] | As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition and the EQM-RMP Merger because these transactions were between entities under common control. |
Debt - 364-Day Facility (Detail
Debt - 364-Day Facility (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Line of Credit | $1 Billion Credit Facility | |||||
Short-term Debt [Line Items] | |||||
Maximum borrowing capacity | $ 1,000,000,000 | $ 1,000,000,000 | |||
Maximum amount of outstanding short-term loans at any time during the period | 74,000,000 | $ 177,000,000 | 420,000,000 | ||
Average daily balance of short-term loans outstanding | $ 22,000,000 | $ 95,000,000 | $ 147,000,000 | $ 32,000,000 | |
Weighted average annual interest rate | 3.70% | 2.70% | 3.20% | ||
Revolving Credit Facility | |||||
Short-term Debt [Line Items] | |||||
Basis spread above commitment fee | 0.10% | ||||
Revolving Credit Facility | $500 Million Uncommitted Revolving Loan Agreement | |||||
Short-term Debt [Line Items] | |||||
Line of credit expiration period | 364 days | ||||
Maximum borrowing capacity | $ 500,000,000 | $ 500,000,000 | |||
Borrowings outstanding | 0 | 0 | |||
Maximum amount of outstanding short-term loans at any time during the period | 0 | $ 40,000,000 | 100,000,000 | ||
Average daily balance of short-term loans outstanding | $ 11,000,000 | $ 30,000,000 | |||
Weighted average annual interest rate | 2.40% | 2.20% | |||
Revolving Credit Facility | $1 Billion Credit Facility | |||||
Short-term Debt [Line Items] | |||||
Borrowings outstanding | 22,000,000 | $ 22,000,000 | $ 180,000,000 | ||
EQM | Line of Credit | $1 Billion Credit Facility | |||||
Short-term Debt [Line Items] | |||||
Maximum amount of outstanding short-term loans at any time during the period | $ 177,000,000 | ||||
Weighted average annual interest rate | 2.70% | ||||
EQM | Revolving Credit Facility | $500 Million Uncommitted Revolving Loan Agreement | |||||
Short-term Debt [Line Items] | |||||
Borrowings outstanding | $ 0 | ||||
Maximum amount of outstanding short-term loans at any time during the period | $ 0 |
Debt - EQM Term Loan Facility (
Debt - EQM Term Loan Facility (Details) - USD ($) | Apr. 25, 2018 | Jun. 25, 2018 | Sep. 30, 2018 | Jun. 25, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Line of Credit | $2.5 Billion EQM Term Loan Facility | |||||||
Short-term Debt [Line Items] | |||||||
Maximum borrowing capacity | $ 2,500,000,000 | ||||||
Line of credit expiration period | 364 days | ||||||
Write off of deferred issuance costs | $ 3,000,000 | ||||||
Maximum amount of outstanding short-term loans at any time during the period | $ 1,825,000,000 | ||||||
Average daily balance of short-term loans outstanding | $ 1,231,000,000 | ||||||
Weighted average annual interest rate | 3.30% | ||||||
Line of Credit | $1 Billion Credit Facility | |||||||
Short-term Debt [Line Items] | |||||||
Maximum borrowing capacity | $ 1,000,000,000 | $ 1,000,000,000 | |||||
Maximum amount of outstanding short-term loans at any time during the period | 74,000,000 | $ 177,000,000 | 420,000,000 | ||||
Average daily balance of short-term loans outstanding | $ 22,000,000 | $ 95,000,000 | $ 147,000,000 | $ 32,000,000 | |||
Weighted average annual interest rate | 3.70% | 2.70% | 3.20% |
Debt - RMP $850 Million Facilit
Debt - RMP $850 Million Facility (Details) - USD ($) | 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 short-term loans at any time during the period | $ 286,000,000 | 260,000,000 | 375,000,000 | ||
Average daily balance of short-term loans outstanding | $ 249,000,000 | $ 300,000,000 | |||
Weighted average annual interest rate | 4.10% | 3.80% | |||
Repayment of outstanding borrowings | $ 0 | ||||
Revolving Credit Facility | RMP $850 Million Facility | |||||
Debt Instrument [Line Items] | |||||
Letters of credit outstanding | $ 1,000,000 | $ 1,000,000 | |||
[1] | As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the May 2018 Acquisition and the EQM-RMP Merger because these transactions were between entities under common control. |
Debt - 2018 Senior Notes (Detai
Debt - 2018 Senior Notes (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2018 | Sep. 30, 2018 | |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Net proceeds from offering | $ 2,465,800,000 | |
Discount | 11,800,000 | |
Debt issuance costs | $ 22,400,000 | |
Senior Notes | EQM 4.75% Senior Notes Due 2023 | ||
Debt Instrument [Line Items] | ||
Interest rate (as a percent) | 4.75% | |
Aggregate principal amount | $ 1,100,000,000 | |
Senior Notes | EQM 5.50% Senior Notes Due 2028 | ||
Debt Instrument [Line Items] | ||
Interest rate (as a percent) | 5.50% | |
Aggregate principal amount | $ 850,000,000 | |
Senior Notes | EQM 6.50% Senior Notes Due 2048 | ||
Debt Instrument [Line Items] | ||
Interest rate (as a percent) | 6.50% | |
Aggregate principal amount | $ 550,000,000 | |
Line of Credit | RMP $850 Million Facility | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 850,000,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
EES | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Value of preferred interest | $ 116 | $ 119 |
Level 3 | EES | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
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] | ||
Estimated fair value of long-term debt | $ 3,532 | $ 1,006 |
Distributions (Details)
Distributions (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 25, 2018 | Oct. 23, 2018 | Apr. 24, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | [2] | Sep. 30, 2017 | [2] | |
Distribution Made to Limited Partner [Line Items] | ||||||||||
Cash distribution to the company's common and subordinated unitholders declared (in dollars per share) | [1] | $ 1.115 | $ 0.98 | $ 3.270 | $ 2.805 | |||||
Rice Midstream Partners, LP | ||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||
Maximum period for distribution of available cash to unit holders | 45 days | |||||||||
Subsequent Event | ||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||
Cash distribution to the company's common and subordinated unitholders declared (in dollars per share) | $ 1.115 | |||||||||
Incentive distribution rights | $ 71 | |||||||||
Subsequent Event | Limited Partner | ||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||
Cash distribution declared to the limited partner | 24.3 | |||||||||
Subsequent Event | General Partner Units | ||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||
Cash distribution declared to the general partner | $ 2.5 | |||||||||
[1] | Represents the cash distributions declared related to the period presented. See Note J. | |||||||||
[2] | As discussed in Note A, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of Rice Olympus Midstream LLC (ROM), Strike Force Midstream Holdings LLC (Strike Force) and Rice West Virginia Midstream LLC (Rice WV), which were acquired by EQM effective on May 1, 2018 (the May 2018 Acquisition), 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. |