Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2018 | Jan. 31, 2019 | Jun. 29, 2018 | |
Entity Registrant Name | EQM Midstream Partners, LP | ||
Entity Central Index Key | 1,540,947 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus (Q1,Q2,Q3,FY) | FY | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3.2 | ||
Common Units | |||
Entity Common Stock, Shares Outstanding | 120,457,630 | ||
General Partner Units | |||
Entity Common Stock, Shares Outstanding | 1,443,015 |
STATEMENTS OF CONSOLIDATED OPER
STATEMENTS OF CONSOLIDATED OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Income Statement [Abstract] | ||||
Operating revenues | [1],[2] | $ 1,495,098 | $ 895,558 | $ 732,272 |
Operating expenses: | ||||
Operating and maintenance | [1],[3] | 163,192 | 84,831 | 69,255 |
Selling, general and administrative | [1],[3] | 129,851 | 77,321 | 72,470 |
Depreciation | [1],[4] | 171,914 | 107,161 | 62,691 |
Amortization of intangible assets | [1],[4] | 41,547 | 5,540 | 0 |
Impairment of goodwill | [1],[4] | 261,941 | 0 | 0 |
Total operating expenses | [1] | 768,445 | 274,853 | 204,416 |
Operating income | [1] | 726,653 | 620,705 | 527,856 |
Equity income | [1],[4],[5] | 61,778 | 22,171 | 9,898 |
Other income | [1] | 5,011 | 4,439 | 27,113 |
Net interest expense | [1],[6] | 122,094 | 36,955 | 16,766 |
Income before income taxes | [1] | 671,348 | 610,360 | 548,101 |
Income tax expense | [1] | 0 | 0 | 10,147 |
Net income | [1],[4] | 671,348 | 610,360 | 537,954 |
Net income attributable to noncontrolling interest | [1] | 3,346 | 734 | 0 |
Net income attributable to EQM | [1] | 668,002 | 609,626 | 537,954 |
Calculation of limited partners interest in net income: | ||||
Net income attributable to EQM | [1] | 668,002 | 609,626 | 537,954 |
Less pre-acquisition net income allocated to parent | [1] | (164,242) | (37,722) | (21,861) |
Less general partner interest in net income - general partner units | [1] | (6,104) | (10,060) | (9,173) |
Less general partner interest in net income - IDRs | [1] | (255,927) | (143,531) | (93,568) |
Limited partners' interest in net income | [1] | $ 241,729 | $ 418,313 | $ 413,352 |
Net income per limited partner unit - basic (in USD per share) | [1] | $ 2.43 | $ 5.19 | $ 5.21 |
Net income per limited partner unit - diluted (in USD per share) | [1] | $ 2.43 | $ 5.19 | $ 5.21 |
Weighted average limited partner units outstanding – basic (in shares) | [1] | 99,303 | 80,603 | 79,367 |
Weighted average limited partner units outstanding – diluted (in shares) | [1] | 99,303 | 80,603 | 79,388 |
Cash distributions declared per unit (in USD per share) | $ 4.40 | $ 3.83 | $ 3.19 | |
[1] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of Allegheny Valley Connector, LLC (AVC), Rager Mountain Storage Company LLC (Rager) and certain gathering assets located in southwestern Pennsylvania and northern West Virginia (the Gathering Assets), which were acquired by EQM effective on October 1, 2016 (collectively, the October 2016 Acquisition), EQM Olympus Midstream LLC (EQM Olympus), Strike Force Midstream Holdings LLC (Strike Force) and EQM West Virginia Midstream LLC (EQM WV), which were acquired by EQM effective on May 1, 2018 (the Drop-Down Transaction), 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 at the time of acquisition. | |||
[2] | approximately $1.1 billion, $665.9 million and $551.4 million for the years ended December 31, 2018, 2017 and 2016, respectively. See Note 6. | |||
[3] | In the Successor period (defined in Note 1), operating and maintenance expense did not include any charges from Equitrans Midstream Corporation (defined in Note 1). In the Predecessor period from January 1, 2018 to November 12, 2018, and for the years ended December 31, 2017 and 2016, operating and maintenance expense included charges from EQT of $49.8 million, $40.2 million and $34.2 million, respectively. In the Successor period, selling, general and administrative expense included charges from Equitrans Midstream Corporation of $16.3 million. In the Predecessor period from January 1, 2018 to November 12, 2018, and for the years ended December 31, 2017 and 2016, selling, general and administrative expense included charges from EQT of $81.7 million, $72.6 million and $67.3 million, respectively. See Note 6. | |||
[4] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the October 2016 Acquisition, the Drop-Down Transaction 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 7. | |||
[6] | For the years ended December 31, 2018, 2017 and 2016, net interest expense included interest income on the preferred interest that EQM has in EQT Energy Supply, LLC (EES) (the Preferred Interest) of $6.6 million, $6.8 million and $1.7 million, respectively. |
STATEMENTS OF CONSOLIDATED OP_2
STATEMENTS OF CONSOLIDATED OPERATIONS (Footnotes) - USD ($) $ in Thousands | 10 Months Ended | 12 Months Ended | 14 Months Ended | ||||||
Nov. 12, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | |||||
Operating and maintenance expense | [1],[2] | $ 163,192 | $ 84,831 | $ 69,255 | |||||
Selling, general and administrative expense | 129,851 | [1],[2] | 77,321 | [1],[2] | 72,470 | [1],[2] | $ 16,300 | ||
EQT and Subsidiaries | |||||||||
Operating revenues from related party | $ 1,100,000 | 1,111,289 | 665,939 | 551,353 | |||||
Operating and maintenance expense | 49,800 | 49,778 | 40,204 | 34,179 | |||||
Selling, general and administrative expense | $ 81,700 | 98,060 | 72,592 | 67,345 | |||||
EES | |||||||||
Interest income | $ 6,578 | $ 6,818 | $ 1,740 | ||||||
[1] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of Allegheny Valley Connector, LLC (AVC), Rager Mountain Storage Company LLC (Rager) and certain gathering assets located in southwestern Pennsylvania and northern West Virginia (the Gathering Assets), which were acquired by EQM effective on October 1, 2016 (collectively, the October 2016 Acquisition), EQM Olympus Midstream LLC (EQM Olympus), Strike Force Midstream Holdings LLC (Strike Force) and EQM West Virginia Midstream LLC (EQM WV), which were acquired by EQM effective on May 1, 2018 (the Drop-Down Transaction), 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 at the time of acquisition. | ||||||||
[2] | In the Successor period (defined in Note 1), operating and maintenance expense did not include any charges from Equitrans Midstream Corporation (defined in Note 1). In the Predecessor period from January 1, 2018 to November 12, 2018, and for the years ended December 31, 2017 and 2016, operating and maintenance expense included charges from EQT of $49.8 million, $40.2 million and $34.2 million, respectively. In the Successor period, selling, general and administrative expense included charges from Equitrans Midstream Corporation of $16.3 million. In the Predecessor period from January 1, 2018 to November 12, 2018, and for the years ended December 31, 2017 and 2016, selling, general and administrative expense included charges from EQT of $81.7 million, $72.6 million and $67.3 million, respectively. See Note 6. |
STATEMENTS OF CONSOLIDATED CASH
STATEMENTS OF CONSOLIDATED CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||||
Statement of Cash Flows [Abstract] | |||||||
Net income | [1],[2] | $ 671,348 | $ 610,360 | $ 537,954 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation | [1],[2] | 171,914 | 107,161 | 62,691 | |||
Amortization of intangible assets | [1],[2] | 41,547 | 5,540 | 0 | |||
Impairment of goodwill | [1],[2] | 261,941 | 0 | 0 | |||
Deferred income taxes | [2] | 0 | 0 | 8,774 | |||
Equity income | [1],[2],[3] | (61,778) | (22,171) | (9,898) | |||
AFUDC – equity | [2] | (5,570) | (5,110) | (19,402) | |||
Non-cash long term compensation expense | [2] | 1,275 | 242 | 195 | |||
Changes in other assets and liabilities: | |||||||
Accounts receivable | [2] | (48,046) | (24,583) | (9,003) | |||
Accounts payable | [2] | 94,961 | 2,853 | (37,890) | |||
Other assets and other liabilities | [2] | 59,647 | 7,556 | 4,483 | |||
Net cash provided by operating activities | [2] | 1,187,239 | 681,848 | 537,904 | |||
Cash flows from investing activities: | |||||||
Capital expenditures | [2] | (837,003) | (380,151) | (584,819) | |||
October 2016 Acquisition from EQT (see Note 2) | [2] | 0 | 0 | (62,372) | |||
Capital contributions to the MVP Joint Venture | [2] | (1,193,160) | 0 | 0 | |||
Capital contributions to the MVP Joint Venture | [2] | (913,195) | (159,550) | (98,399) | |||
(Purchase)/sale of interests in the MVP Joint Venture | [2] | (11,302) | 0 | 12,533 | |||
Principal payments received on the Preferred Interest (see Note 2) | [2] | 4,406 | 4,166 | 1,024 | |||
Net cash used in investing activities | [2] | (2,950,254) | (535,535) | (732,033) | |||
Cash flows from financing activities: | |||||||
Proceeds from the issuance of EQM common units, net of offering costs | [2] | 0 | 0 | 217,102 | |||
October 2016 Acquisition - purchase price in excess of net assets from EQT (see Note 2) | [2] | 0 | 0 | (3,734) | |||
Acquisition of AVC net assets from EQT (see Note 2) | [2] | 0 | 0 | (208,894) | |||
Proceeds from credit facility borrowings | [2] | 3,427,500 | 544,000 | 740,000 | |||
Payments on credit facility borrowings | [2] | (3,268,500) | (344,000) | (1,039,000) | |||
Proceeds from the issuance of long-term debt | [2] | 2,500,000 | 0 | 500,000 | |||
Net contributions from EQT | [2] | 3,001 | 29,711 | 20,234 | |||
Acquisition of 25% of Strike Force Midstream LLC | [2] | (175,000) | 0 | 0 | |||
Capital contributions | [2] | 16,790 | 9,790 | 5,884 | |||
Distributions paid to unitholders | [2] | (736,145) | (442,229) | (329,471) | |||
Distributions paid to noncontrolling interest | [2] | (750) | 0 | 0 | |||
Debt discount, debt issuance costs and credit facility origination fees | [2] | (40,966) | (2,257) | (8,580) | |||
Net cash provided by (used in) financing activities | [2] | 1,725,930 | (204,985) | (106,459) | |||
Net change in cash and cash equivalents | [2] | (37,085) | (58,672) | (300,588) | |||
Cash and cash equivalents at beginning of year | [2] | 54,600 | [4] | 60,368 | 360,956 | [4] | |
Cash and cash equivalents at beginning of year | [2],[4] | 113,272 | |||||
Cash and cash equivalents at end of year | [2] | 17,515 | 54,600 | [4] | 60,368 | ||
Cash paid during the year for: | |||||||
Interest, net of amount capitalized | [2] | 54,154 | 43,794 | 13,899 | |||
Non-cash activity during the year: | |||||||
(Decrease) increase in capital contribution receivable from EQT | [2] | (12,924) | 12,411 | (5,283) | |||
Elimination of net current and deferred tax liabilities | [2] | 0 | 0 | 93,951 | |||
Asset adjustments prior to acquisition | [2] | $ 0 | $ 0 | $ (115,270) | [5] | ||
[1] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of Allegheny Valley Connector, LLC (AVC), Rager Mountain Storage Company LLC (Rager) and certain gathering assets located in southwestern Pennsylvania and northern West Virginia (the Gathering Assets), which were acquired by EQM effective on October 1, 2016 (collectively, the October 2016 Acquisition), EQM Olympus Midstream LLC (EQM Olympus), Strike Force Midstream Holdings LLC (Strike Force) and EQM West Virginia Midstream LLC (EQM WV), which were acquired by EQM effective on May 1, 2018 (the Drop-Down Transaction), 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 at the time of acquisition. | ||||||
[2] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the October 2016 Acquisition, the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. | ||||||
[3] | Represents equity income from Mountain Valley Pipeline, LLC (the MVP Joint Venture). See Note 7. | ||||||
[4] | Cash and cash equivalents at beginning of year for December 31, 2017 includes $52.9 million of cash and cash equivalents acquired at the effective time of the Rice Merger. See Note 2. | ||||||
[5] | Represents a decrease in the carrying value of the Gathering Assets and regulatory assets on the books of AVC, Rager, and the Gathering Assets by EQT prior to the October 2016 Acquisition. |
STATEMENTS OF CONSOLIDATED CA_2
STATEMENTS OF CONSOLIDATED CASH FLOWS (Parenthetical) $ in Millions | Dec. 31, 2017USD ($) |
Statement of Cash Flows [Abstract] | |
Cash and cash equivalents acquired | $ 52.9 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | ||
Current assets: | ||||
Cash and cash equivalents | [1] | $ 17,515 | $ 54,600 | [2] |
Accounts receivable (net of allowance for doubtful accounts of $75 and $446 as of December 31, 2018 and 2017, respectively) (b) | [1],[3] | 254,390 | 219,271 | |
Other current assets | [1] | 14,909 | 14,153 | |
Total current assets | [1] | 286,814 | 288,024 | |
Property, plant and equipment | [1] | 6,367,530 | 5,516,504 | |
Less: accumulated depreciation | [1] | (560,902) | (405,665) | |
Net property, plant and equipment | [1] | 5,806,628 | 5,110,839 | |
Investment in unconsolidated entity | [1] | 1,510,289 | 460,546 | |
Goodwill | [1] | 1,123,813 | 1,384,872 | |
Net intangible assets | [1] | 576,113 | 617,660 | |
Other assets | [1] | 152,464 | 136,894 | |
Total assets | [1] | 9,456,121 | 7,998,835 | |
Current liabilities: | ||||
Accounts payable (c) | [1],[4] | 207,877 | 139,190 | |
Due to Equitrans Midstream | [1] | 44,509 | 0 | |
Capital contribution payable to the MVP Joint Venture | [1] | 169,202 | 105,734 | |
Accrued interest | [1] | 80,199 | 11,067 | |
Accrued liabilities | [1] | 20,672 | 20,995 | |
Total current liabilities | [1] | 522,459 | 276,986 | |
Credit facility borrowings | [1] | 625,000 | 466,000 | |
Senior notes | [1] | 3,456,639 | 987,352 | |
Regulatory and other long-term liabilities | [1] | 38,724 | 29,633 | |
Total liabilities | [1] | 4,642,822 | 1,759,971 | |
Equity: | ||||
Predecessor equity | [1] | 0 | 3,916,434 | |
Noncontrolling interest | [1] | 0 | 173,472 | |
Common (120,457,638 and 80,581,758 units issued and outstanding at December 31, 2018 and 2017, respectively) | [1] | 4,783,673 | 2,147,706 | |
General partner (1,443,015 units issued and outstanding at December 31, 2018 and 2017) | [1] | 29,626 | 1,252 | |
Total equity | [1] | 4,813,299 | 6,238,864 | |
Total liabilities and equity | [1] | $ 9,456,121 | $ 7,998,835 | |
[1] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the October 2016 Acquisition, the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. | |||
[2] | Cash and cash equivalents at beginning of year for December 31, 2017 includes $52.9 million of cash and cash equivalents acquired at the effective time of the Rice Merger. See Note 2. | |||
[3] | Accounts receivable as of December 31, 2018 and 2017 included approximately $174.8 million and $158.7 million, respectively, of related party accounts receivable from EQT. | |||
[4] | Accounts payable as of December 31, 2018 and 2017 included approximately $34.0 million and $33.9 million, respectively, of related party accounts payable to EQT. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Accounts receivable – related party | $ 174,767 | $ 158,720 |
Accounts payable - related party | 34,000 | 33,900 |
Accounts receivable, allowance for doubtful accounts | $ 75 | $ 446 |
Common units issued (in shares) | 120,457,638 | 120,457,638 |
Common units outstanding (in shares) | 80,581,758 | 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 - USD ($) $ in Thousands | Total | Limited Partners Common | Limited Partners Subordinated | General Partner | Predecessor Equity | |||||
Beginning balance at Dec. 31, 2015 | [1] | $ 1,843,257 | $ 0 | $ 1,598,675 | $ (30,963) | $ 275,545 | ||||
Increase (Decrease) in Partners' Capital | ||||||||||
Net income | [1] | 537,954 | [2] | 413,352 | 102,741 | 21,861 | ||||
Capital contributions | [1] | 602 | 195 | 11 | ||||||
Equity-based compensation plans | [1] | 195 | 591 | |||||||
Net contributions (distributions) from EQT | [1] | 20,234 | 20,234 | |||||||
Distributions to unitholders | [1] | (329,471) | (241,403) | (88,068) | ||||||
Elimination of capital lease | [1],[3] | 0 | 23,500 | 1,555 | (25,055) | |||||
Acquisitions from EQT | [1] | (271,266) | (271,266) | |||||||
Proceeds from issuance of common units, net of offering costs | [1] | 217,102 | 217,102 | |||||||
Elimination of net current and deferred tax liabilities | [1] | 93,951 | 93,951 | |||||||
Asset adjustments prior to acquisition | [1],[4] | (115,270) | (115,270) | |||||||
Purchase price in excess of net assets from EQT | [1] | (3,734) | (3,502) | (232) | ||||||
Ending balance at Dec. 31, 2016 | [1] | 1,993,554 | 0 | 2,008,510 | (14,956) | 0 | ||||
Increase (Decrease) in Partners' Capital | ||||||||||
Net income | [1] | 610,360 | [2] | 734 | 418,313 | 153,591 | 37,722 | |||
EQT Acquisition | [1] | 1,515,316 | 166,000 | 1,349,316 | ||||||
Capital contributions | [1] | 15,463 | 15,184 | 279 | ||||||
Equity-based compensation plans | [1] | 242 | 225 | 17 | ||||||
Net contributions (distributions) from EQT | [1] | 29,711 | 29,711 | |||||||
Net contributions from noncontrolling interest, net of distributions | [1] | 6,738 | 6,738 | |||||||
Distributions to unitholders | [1] | (432,188) | 0 | (294,526) | (137,662) | |||||
Asset adjustments prior to acquisition | [1] | 0 | ||||||||
EQM-RMP Merger | [1] | 2,499,668 | 2,499,668 | |||||||
Ending balance at Dec. 31, 2017 | [1] | 6,238,864 | 173,472 | 2,147,706 | 1,252 | 3,916,434 | ||||
Increase (Decrease) in Partners' Capital | ||||||||||
Net income | 671,348 | [1],[2] | 3,346 | [1] | 241,729 | [1] | 262,031 | 164,242 | [1] | |
Capital contributions | [1] | 3,866 | 3,801 | 65 | ||||||
Equity-based compensation plans | [1] | 1,275 | 353 | 922 | ||||||
Net contributions (distributions) from EQT | 3,001 | 659 | 3,660 | |||||||
Distributions to unitholders | [1] | (736,145) | (434,033) | (233,722) | (68,390) | |||||
Distributions paid to noncontrolling interest | [1] | (750) | (750) | |||||||
Acquisition of 25% of Strike Force Midstream LLC | [1] | (175,000) | (176,068) | 1,068 | ||||||
Acquisitions from EQT | [1] | (1,193,160) | 243,137 | (1,436,297) | ||||||
Asset adjustments prior to acquisition | [1] | 0 | ||||||||
EQM-RMP Merger | [1] | 0 | 2,580,571 | (2,580,571) | ||||||
Ending balance at Dec. 31, 2018 | [1] | $ 4,813,299 | $ 0 | $ 4,783,673 | $ 29,626 | $ 0 | ||||
[1] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the October 2016 Acquisition, the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. | |||||||||
[2] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of Allegheny Valley Connector, LLC (AVC), Rager Mountain Storage Company LLC (Rager) and certain gathering assets located in southwestern Pennsylvania and northern West Virginia (the Gathering Assets), which were acquired by EQM effective on October 1, 2016 (collectively, the October 2016 Acquisition), EQM Olympus Midstream LLC (EQM Olympus), Strike Force Midstream Holdings LLC (Strike Force) and EQM West Virginia Midstream LLC (EQM WV), which were acquired by EQM effective on May 1, 2018 (the Drop-Down Transaction), 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 at the time of acquisition. | |||||||||
[3] | Reflects the elimination of the historical capital lease depreciation expense as described in Note 2. | |||||||||
[4] | Represents a decrease in the carrying value of the Gathering Assets and regulatory assets on the books of AVC, Rager, and the Gathering Assets by EQT prior to the October 2016 Acquisition. |
STATEMENTS OF CONSOLIDATED EQ_2
STATEMENTS OF CONSOLIDATED EQUITY (Parenthetical) | May 01, 2018 |
Strike Force Midstream | |
Percentage of voting interests acquired | 25.00% |
Summary of Operations and Signi
Summary of Operations and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Operations and Significant Accounting Policies | Summary of Operations and Significant Accounting Policies Organization and Basis of Presentation EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP) and subsidiaries (collectively, EQM) is a growth-oriented Delaware limited partnership formed by EQT in January 2012. EQM Midstream Services, LLC (formerly known as EQT Midstream Services, LLC) (the 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. Following the consummation of the EQM IDR Transaction (as defined below), EQGP Services, LLC (formerly known as EQT GP Services, LLC), a wholly owned subsidiary of Equitrans Midstream, will be the general partner of EQM. References in these consolidated financial statements to Equitrans Midstream refer collectively to Equitrans Midstream Corporation and its consolidated subsidiaries. As discussed below, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the October 2016 Acquisition, the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. On February 21, 2018, EQT announced its plan to separate its midstream business, which was composed of the separately-operated natural gas gathering, transmission and storage and water services of EQT (collectively, the Midstream Business), from its upstream business, which was composed of the natural gas, oil and natural gas liquids development, production and sales and commercial operations of EQT (collectively, the Upstream Business) (the Separation). On November 12, 2018, the Separation was effected through a series of transactions that culminated in EQT's contribution of the Midstream Business to Equitrans Midstream. See Note 4 for further information on the Separation. Post-Separation, Equitrans Midstream holds investments in the entities conducting the Midstream Business, including limited and general partner interests in EQGP, which, as of December 31, 2018, owned limited partner interests, the entire general partner interest and all of the incentive distribution rights (IDRs) in EQM. EQM does not have any employees. Operational, management and other services for EQM are provided by employees of Equitrans Midstream and its subsidiaries. Nature of Business EQM is a growth-oriented limited partnership that operates, acquires and develops midstream assets in the Appalachian Basin. EQM provides midstream services to its customers in Pennsylvania, West Virginia and Ohio through its three primary assets: the gathering system, which delivers natural gas from wells and other receipt points to transmission pipelines; the transmission and storage system, which delivers natural gas to local demand users and interstate pipelines for access to demand markets; and the water service system, which consists of water pipelines, impoundment facilities, pumping stations, take point facilities and measurement facilities that support well completion activities and collect flowback and produced water for recycling or disposal. As of December 31, 2018 , EQM's gathering system included approximately 700 miles of high-pressure gathering lines with total contracted firm reservation capacity of approximately 2.4 billion cubic feet ( Bcf ) per day, compression of approximately 333,000 horsepower and multiple interconnect points with EQM's transmission and storage system and to other interstate pipelines. EQM's gathering system also included approximately 1,500 miles of Federal Energy Regulatory Commission (FERC)-regulated, low-pressure gathering lines. As of December 31, 2018 , EQM's transmission and storage system included approximately 950 miles of FERC-regulated, interstate pipeline that have interconnect points to seven interstate pipelines and local distribution companies (LDCs). The transmission and storage system is supported by 41 compressor units, with total throughput capacity of approximately 4.4 Bcf per day and compression of approximately 120,000 horsepower, and 18 associated natural gas storage reservoirs, which have a peak withdrawal capacity of approximately 645 million cubic feet ( MMcf ) per day and a working gas capacity of approximately 43 Bcf . As of December 31, 2018 , EQM's water system included two independent systems composed of approximately 160 miles of pipeline that deliver fresh water from the Monongahela River, the Ohio River, local reservoirs and several regional waterways. The fresh water delivery services systems consist of permanent, buried pipelines, surface pipelines and fresh water storage facilities, as well as pumping stations and 28 fresh water impoundment facilities, which support fresh water transportation throughout the systems, and take point facilities and measurement facilities, which support well completion activities and collect and recycle or dispose flowback and produced water. Significant Accounting Policies Principles of Consolidation : The consolidated financial statements include the accounts of all entities in which EQM holds a controlling financial interest. Investments over which EQM can exert significant influence, but not control, are recorded under the equity method of accounting. The consolidated financial statements reflect the pre-acquisition results of businesses acquired through common control transactions on a combined basis with EQM. See Note 2 . Transactions between EQM and EQT during the periods prior to the Separation (Predecessor period) and between EQM and Equitrans Midstream in the periods subsequent to the Separation (Successor period) period have been identified in the consolidated financial statements as transactions between related parties and are discussed in Note 6 . Segments: Operating segments are revenue-producing components of the enterprise for which separate financial information is produced internally and is subject to evaluation by EQM's chief operating decision maker in deciding how to allocate resources. Prior to the EQM-RMP Merger, 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 EQM's business operations. EQM reports its operations in three segments that reflect its three lines of business of Gathering, Transmission and Water. The operating segments are evaluated based on their contribution to EQM's operating income and equity income. Transmission also includes EQM's investment in the MVP Joint Venture, which is treated as an equity investment for accounting purposes; as a result, Transmission's portion of the MVP Joint Venture's operating results is reflected in equity income and not in Transmission's operating income. All of EQM's operating revenues, income from continuing operations and assets are generated or located in the United States. See Note 5 . Reclassification: Certain previously reported amounts have been reclassified to conform to the current year presentation. Use of Estimates: The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (GAAP) requires management to make estimates and assumptions that affect amounts reported in these financial statements. Actual results could differ from those estimates. Cash Equivalents: EQM classifies highly-liquid investments with original maturities of three months or less as cash equivalents. Interest earned on cash equivalents is recorded as a reduction to net interest expense on the statements of consolidated operations. Accounts Receivables: Trade and other receivables are stated at their historical carrying amount. Judgment is required to assess the ultimate realization of accounts receivable, including assessing the probability of collection and the creditworthiness of customers. Based on assessments by management, allowances for doubtful accounts were $0.1 million and $0.4 million at December 31, 2018 and 2017 , respectively. EQM also has receivables due from EQT and Equitrans Midstream as discussed in Note 6 . Fair Value of Financial Instruments: EQM categorizes assets and liabilities disclosed at fair value using a three-level fair value hierarchy based on priority of the inputs used in the valuation. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Owing to their short maturity, the carrying values of cash and cash equivalents, accounts receivable, amounts due to/from related parties and accounts payable are assumed to approximate fair value; as such, their fair values are Level 1 fair value measurements. Interest rates on credit facility borrowings are based on prevailing market rates, so the carrying values of the credit facility borrowings approximate fair value and the fair values are Level 1 fair value measurements. As EQM's senior notes are not actively traded, their fair values are estimated using an income approach model that applies a discount rate based on prevailing market rates for debt with similar remaining time-to-maturity and credit risk; as such, their fair values are Level 2 fair value measurements. See Note 10 . The fair value of the Preferred Interest is estimated using an income approach model that applies a discount rate based on prevailing market rates and is a Level 3 fair value measurement. As of December 31, 2018 and 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 $115 million and $119 million , respectively, inclusive of $4.4 million , for each period, reported in other current assets in the consolidated balance sheets. Property, Plant and Equipment: EQM's property, plant and equipment are stated at depreciated cost. Maintenance projects that do not increase the overall life of the related assets are expensed as incurred. Expenditures that extend the useful life of the asset are capitalized. EQM capitalized internal costs of $54.4 million , $46.5 million and $53.2 million in the years ended December 31, 2018 , 2017 and 2016 , respectively. EQM capitalized interest, including the debt component of allowance for funds used during construction (AFUDC), of $12.6 million , $4.7 million and $9.4 million in the years ended December 31, 2018 , 2017 and 2016 , respectively. The following table summarizes EQM's property, plant and equipment. December 31, 2018 2017 (Thousands) Gathering assets $ 4,387,908 $ 3,642,937 Accumulated depreciation (247,720 ) (153,791 ) Net gathering assets 4,140,188 3,489,146 Transmission and storage assets 1,785,157 1,674,080 Accumulated depreciation (286,693 ) (248,474 ) Net transmission and storage assets 1,498,464 1,425,606 Water services assets 194,465 193,825 Accumulated depreciation (26,489 ) (3,363 ) Net water services assets 167,976 190,462 Net other property, plant and equipment — 5,625 Net property, plant and equipment $ 5,806,628 $ 5,110,839 Depreciation is recorded using composite rates on a straight-line basis over the estimated useful life of the asset. The average depreciation rates for the years ended December 31, 2018 , 2017 and 2016 were 2.7% , 1.8% and 2.2% , respectively. EQM estimates that gathering and transmission pipelines have useful lives of 20 years to 65 years and compression equipment has useful lives of 20 years to 50 years . EQM estimates that water pipelines, pumping stations and impoundment facilities have useful lives of 10 years to 15 years. As circumstances warrant, depreciation estimates are reviewed to determine if any changes in the underlying assumptions are necessary. EQM re-evaluates depreciation rates for its regulated property, plant and equipment each time it files with the FERC for a change in transmission and storage rates. Impairment of Long-lived Assets. Whenever events or changes in circumstances indicate that the carrying value of its long-lived assets may not be recoverable, EQM reviews its long-lived assets for impairment by first comparing the carrying value of the asset to the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the assets. If the carrying value exceeds the sum of the undiscounted cash flows, EQM estimates and recognizes an impairment loss equal to the difference between the carrying value and fair value of the assets. During the fourth quarter of 2018, a triggering event occurred as a result of EQM's annual goodwill impairment evaluation, which required EQM to perform a recoverability test on its long-lived assets. No impairment was recorded as a result of the recoverability test. No impairment of any long-lived assets was indicated or recorded during the year ended December 31, 2017 and 2016 . Intangible Assets: Intangible assets are recorded under the acquisition method of accounting at their estimated fair values at the acquisition date, which are calculated as the present value of estimated future cash flows using a risk-adjusted discount rate. As a result of the Drop-Down Transaction, EQM 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 recorded in the consolidated statements of operations for the years ended December 31, 2018 and 2017 was $41.5 million and $5.5 million , respectively. There was no amortization expense recognized for the year ended December 31, 2016. The estimated annual amortization expense over the next five years is $41.5 million . Intangible assets, net as of December 31, 2018 and 2017 are detailed below. December 31, 2018 December 31, 2017 (Thousands) Intangible assets $ 623,200 $ 623,200 Less: accumulated amortization (47,087 ) (5,540 ) Intangible assets, net $ 576,113 $ 617,660 Goodwill: Goodwill is the total consideration of an acquisition less the fair value of the identifiable, acquired net assets. As a result of the Drop-Down Transaction and the EQM-RMP Merger, EQM recorded goodwill to two reporting units within the Gathering segment. During the fourth quarter of 2018, the accounting for the acquisition of the Rice Merger was finalized, which resulted in an increase to EQM's goodwill balance of approximately $0.9 million . See Note 2 for further information. Goodwill is evaluated for impairment at least annually and whenever events or changes in circumstance indicate that the fair value of a reporting unit is less than its carrying amount. EQM may perform either a qualitative or quantitative assessment of potential impairment. EQM's qualitative assessment of potential impairment may result in the determination that a quantitative impairment analysis is not necessary. Under this elective process, EQM assesses qualitative factors to determine whether the existence of events or circumstances leads EQM to determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If after assessing the totality of events or circumstances, EQM determines it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then performing a quantitative analysis is not required. However, if EQM concludes otherwise, then it performs a quantitative impairment analysis. If EQM chooses not to perform a qualitative assessment, or if it chooses to perform a qualitative assessment but is unable to qualitatively conclude that no impairment has occurred, then EQM will perform a quantitative evaluation. In the case of a quantitative assessment, EQM estimates the fair value of the reporting unit with which the goodwill is associated and compares it to the carrying value. If the estimated fair value of a reporting unit is less than its carrying value, an impairment charge is recognized for the excess of the reporting unit's carrying value over its fair value. The two reporting units to which the EQM's goodwill is recorded are (i) Rice Retained Midstream, which comprises the Ohio gathering assets acquired in the Rice Merger and (ii) RMP PA Gas Gathering, which comprises the Pennsylvania gathering assets acquired the Rice Merger. Rice Retained Midstream and RMP PA Gas Gathering earn a substantial portion of their revenues from volumetric-based fees, which are sensitive to changes in their customers' development plans. Following the third quarter of 2018 and prior to the Separation, EQM identified impairment indicators in the form of production curtailments announced by a primary customer of the Rice Retained Midstream and RMP PA Gas Gathering reporting units that could reduce volumetric-based fee revenues of those reporting units. In estimating the fair value of its reporting units, EQM used a combination of the income approach and the market approach. EQM used the income approach’s discounted cash flow method, which applies significant inputs not observable in the public market (Level 3), including estimates and assumptions related to future throughput volumes, operating costs, capital spending and changes in working capital. EQM used the market approach’s comparable company method and reference transaction method. The comparable company method evaluates the value of a company using metrics of other businesses of similar size and industry. The reference transaction method evaluates the value of a company based on pricing multiples derived from similar transactions entered into by similar companies. For the year ended December 31, 2018, EQM determined that the fair value of the Rice Retained Midstream reporting unit was greater than its carrying value; however, the carrying value of the RMP PA Gas Gathering reporting unit exceeded its fair value. As a result, EQM recognized impairment of goodwill of approximately $261.9 million . As of December 31, 2018 , EQM’s goodwill balance was reduced to approximately $1.1 billion . Investment in Unconsolidated Entity: EQM reviews the carrying value of its investments in unconsolidated entities for impairment whenever events or changes in circumstances indicate that the carrying value may have declined in value. The impairment review involves comparing the investment's carrying value to its estimated fair value. If the carrying value exceeds the estimated fair value, EQM estimates and recognizes an impairment loss equal to the difference between the investment's carrying value and fair value. Preferred Interest. EQT Energy Supply, LLC, a subsidiary of EQT (EES), generates revenue by providing services to a local distribution company. Upon EQM's acquisition of the preferred interest in EES (the Preferred Interest) in April 2015 and through October 2016, the Preferred Interest was treated as a cost method investment for accounting purposes. In October 2016, the EES operating agreement was amended to provide for mandatory redemption of the Preferred Interest at the end of the preference period, which is expected to be December 31, 2034. As a result of the amendment, EQM's investment in EES converted from a cost method investment to a note receivable effective October 1, 2016. The change did not affect the carrying value of the instrument but did affect the financial statement classification and presentation of distributions from EES. Distributions from EES received prior to the amendment were included in other income in EQM's statements of consolidated operations; distributions received after the amendment are recorded partly as a reduction to the Preferred Interest and partly as interest income, which is included in net interest expense in EQM's statements of consolidated comprehensive income. Unamortized Debt Discount and Issuance Costs. EQM amortizes debt discounts and issuance costs over the term of the related borrowing. Costs incurred from the issuance and extension of revolving credit facilities, including EQM's $3 Billion Facility (defined in Note 10) are presented in other assets in the consolidated balance sheets. Debt discounts and issuance costs for all other debt instruments are presented as a reduction to debt in the consolidated balance sheets. Gas Imbalances: Gas imbalances occur when the actual amount of gas delivered from a pipeline system or storage facility varies from the amount of gas scheduled for delivery. EQM values gas imbalances due to/from shippers and operators at current index prices. Gas imbalances are settled in-kind, subject to the terms of the FERC tariffs. As of December 31, 2018 and 2017 , gas imbalance receivables of $3.3 million and $5.2 million , respectively, were presented in other current assets, with offsetting amounts recorded to system gas, a component of property, plant and equipment, in the consolidated balance sheets. EQM classifies gas imbalances as current because they are expected to settle within one year. Asset Retirement Obligations (AROs): As a result of the EQM-RMP Merger, EQM has AROs related to its water system and to one of its compression stations, for which EQM recorded an associated liability and capitalized a corresponding amount to asset retirement costs. The liability relates to the expected future obligation to dismantle, reclaim and dispose of these assets and 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 AROs are recorded in regulatory and other long-term liabilities in the consolidated balance sheets. The following table presents a reconciliation of the beginning and ending carrying amounts of EQM's AROs. December 31, 2018 2017 (Thousands) AROs at beginning of period $ 9,321 $ — Liabilities assumed at Rice Merger — 9,286 Liabilities incurred 231 — Revisions to estimated liabilities (a) 1,928 — Accretion expense 455 35 AROs at end of period $ 11,935 $ 9,321 (a) Revisions to estimated liabilities reflect changes in retirement cost assumptions and to the estimated timing of liability settlement. EQM is not legally or contractually obligated to restore or dismantle its transmission and storage systems. EQM is legally required to operate and maintain these assets and intends to do so as long as supply and demand for natural gas exists, which EQM expects to continue into the foreseeable future. Therefore, EQM did not have any asset retirement obligations related to its transmission and storage assets as of December 31, 2018 and 2017 . Contingencies: EQM is involved in various regulatory and legal proceedings that arise in the ordinary course of business. A liability is recorded when the loss is probable and the amount of loss can be reasonably estimated. EQM considers many factors when making such assessments, including historical knowledge and matter specifics. Estimates are developed through consultation with legal counsel and analysis of the potential results. See Note 14 . Regulatory Accounting: EQM's regulated operations consist of interstate pipeline, intrastate gathering and storage operations subject to regulation by the FERC. Through the rate-setting process, rate regulation allows EQM to recover the costs of providing regulated services plus an allowed return on invested capital. Regulatory accounting allows EQM to defer expenses and income to its consolidated balance sheets as regulatory assets and liabilities when it is probable that those expenses and income will be allowed in the rate-setting process for a period other than the period that they would be reflected in a non-regulated entity's statements of comprehensive income. Regulatory assets and liabilities are recognized in EQM's statements of operations in the period that the underlying expenses and income are reflected in the rates charged to shippers and operators. EQM expects to continue to be subject to rate regulation that will provide for the recovery of deferred costs. See Note 11 . The following tables present the total regulated operating revenues and expenses and the regulated property, plant and equipment of EQM. Years Ended December 31, 2018 2017 2016 (Thousands) Operating revenues $ 393,911 $ 383,309 $ 343,978 Operating expenses $ 140,832 $ 143,614 $ 114,978 As of December 31, 2018 2017 (Thousands) Property, plant and equipment $ 1,900,411 $ 1,787,656 Accumulated depreciation (317,988 ) (278,756 ) Net property, plant and equipment $ 1,582,423 $ 1,508,900 Revenue Recognition: See Note 3 . AFUDC: EQM capitalizes the carrying costs of financing the construction of certain long-lived, regulated assets. Such costs are amortized over the asset's estimated useful life and include interest costs (the debt component of AFUDC) and equity costs (the equity component of AFUDC). The debt component of AFUDC is recorded as a reduction to net interest expense in the statements of consolidated operations, and the equity component of AFUDC is recorded in other income in the statements of consolidated operations. The debt component of AFUDC for the years ended December 31, 2018 , 2017 and 2016 was $1.0 million , $0.8 million and $2.4 million , respectively, and the equity component of AFUDC for the years ended December 31, 2018 , 2017 and 2016 was $5.6 million , $5.1 million and $19.4 million , respectively. Equity-Based Compensation: EQM awarded share-based compensation in connection with the EQT Midstream Services, LLC 2012 Long-Term Incentive Plan. The EQM share-based awards are paid in EQM common units; as such, EQM treats the awards as equity awards. The awards are recorded at fair value based on the published market price on the grant date. See Note 9 . Net Income per Limited Partner Unit : Net income per limited partner unit is calculated utilizing the two-class method by dividing the limited partner interest in net income by the weighted average number of limited partner units outstanding during the period. EQM's net income is allocated to the general partner and limited partners in accordance with their respective ownership percentages. Any common units issued during the period are included on a monthly weighted-average basis for the periods in which they were outstanding. Diluted net income per limited partner unit reflects the potential dilution that could occur if securities or agreements to issue common units, such as awards under the long-term incentive plan, were exercised, settled or converted into EQM common units. When it is determined that potential common units resulting from an award subject to performance or market conditions should be included in the diluted net income per limited partner unit calculation, the impact is reflected by applying the treasury stock method. Net income attributable to the October 2016 Acquisition, the Drop-Down Transaction and the EQM-RMP Merger for the periods prior to October 1, 2016, 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 unitholders. The phantom units granted to the independent directors of the EQM General Partner will be paid in common units upon a director's termination of service on the EQM General Partner's Board of Directors. As there are no remaining service, performance or market conditions related to these awards, 19,249 , 20,959 and 17,196 phantom unit awards were included in the calculation of basic and diluted weighted average limited partner units outstanding for the years ended December 31, 2018 , 2017 and 2016 , respectively. Potentially dilutive securities included in the calculation of diluted weighted average limited partner units outstanding totaled zero , zero and 20,548 for the years ended December 31, 2018 , 2017 and 2016 , respectively. Income Taxes: For federal and state income tax purposes, all income, expenses, gains, losses and tax credits generated flow through to EQM's unitholders; accordingly, there is no provision for income taxes for EQM. Net income for financial statement purposes may differ significantly from taxable income of unitholders because of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements under EQM's partnership agreement. The aggregate difference in the basis of EQM's net assets for financial and tax reporting purposes cannot be readily determined because information regarding each partner's tax attributes is not available to EQM. See Note 11. Recently Issued Accounting Standards: In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No. 2014-09, Revenue from Contracts with Customers . The standard requires entities 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 standard did not require an adjustment to the opening balance of equity. EQM has implemented processes and controls to review new contracts for appropriate accounting treatment in the context of the standard and to generate disclosures required under the standard. For the disclosures required by the standard, see Note 3 . 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 the accounting for equity investments, the accounting for financial liabilities measured under the fair value option and the presentation and disclosure of 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 entities to record assets and obligations for contracts currently recognized as operating leases. In July 2018, the FASB targeted improvements to ASU 2016-02 through its issuance of ASU No. 2018-11. This update provides entities with an optional transition method, which permits an entity to initially apply the standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The standard also allows for election of transition practical expedients. EQM adopted the standards on January 1, 2019 using the optional transition method of adoption. Adoption of the standards did not require an adjustment to the opening balance of equity. For leases with commencement dates prior to the effective date, EQM elected to apply the package of practical expedients that state (i) an entity need not reassess whether any expired or existing contracts are or contain leases, (ii) an entity need not reassess the lease classification for any expired or existing leases, and (iii) an entity need not reassess initial direct costs for any existing leases. EQM elected not to use hindsight in determining the lease term. Additionally, EQM elected not to assess whether existing or expired land easements that were not previously accounted for as leases under Topic 840 are or contain a lease under Topic 840. The quantitative impacts of the standards are dependent on the leases in force at the time of reporting. As a result, the evaluation of the effect of the standards on the results of operations and liquidity will extend over future periods. However, EQM does not expect the standards to have a significant effect on its results of operations or liquidity in 2019. On January 1, 2019, EQM recognized a right-of-use asset and corresponding lease liability of approximately $3 million on its consolidated balance sheet related to its facilities and compressor operating leases. EQM has no capital leases. Additional disclosures will be required to describe the nature, maturity and amount of EQM's lease liabilities, including the significant assumptions and judgments required to value its lease liabilities, and the accounting policy elections taken. EQM is using a lease accounting system to document its current population of contracts classified as leases, which will be updated as EQM's leas |
Acquisitions and Mergers
Acquisitions and Mergers | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions and Mergers | Acquisitions and Mergers 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. Drop-Down Transaction On April 25, 2018, EQT, Rice Midstream Holdings LLC (Rice Midstream Holdings), 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 EQM Olympus, Strike Force and EQM WV in exchange for an aggregate of 5,889,282 EQM common units and aggregate cash consideration of $1.15 billion , subject to working capital adjustments. EQM Olympus 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 Drop-Down Transaction closed on May 22, 2018 with an effective date of May 1, 2018. As a result of the recast associated with the EQM-RMP Merger and the Drop-Down Transaction, EQM recognized approximately $1,384.9 million of goodwill, all of which was allocated to two reporting units within the Gathering segment. 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, EQM Olympus, Strike Force and EQM WV over the sum of the fair value amounts allocated to the assets and liabilities of RMP, EQM Olympus, Strike Force and EQM WV. Goodwill was attributed to additional growth opportunities, synergies and operating leverage within the Gathering segment. Prior to the recast, EQM had no goodwill. Following EQT's initial valuation, certain estimates used in the purchase price allocation were updated. The net impact of these measurement period adjustments increased goodwill by approximately $0.9 million . The purchase price allocation was finalized and the measurement period adjustments were recorded as current period adjustments. The following table summarizes the allocation of the fair value of the assets and liabilities of RMP, EQM Olympus, Strike Force and EQM WV as of November 13, 2017 through pushdown accounting from EQT, as well as certain measurement period adjustments made subsequent to EQT's initial valuation. Goodwill and Purchase Price Allocation (Thousands) Estimated fair value of RMP, EQM Olympus, Strike Force and EQM WV (a) $ 4,014,984 Estimated Fair Value of Assets Acquired and Liabilities Assumed: Current assets (b) 132,459 Intangible assets (c) 623,200 Property and equipment, net (d) 2,265,900 Other non-current assets 118 Current liabilities (b) (117,124 ) RMP $850 Million Facility (e) (266,000 ) Other non-current liabilities (e) (9,323 ) Total estimated fair value of assets acquired and liabilities assumed 2,629,230 Goodwill as of November 13, 2017 (f) 1,385,754 Impairment of goodwill 261,941 Goodwill as of December 31, 2018 $ 1,123,813 (a) Includes the estimated fair value attributable to noncontrolling interest of $166 million . (b) The fair value of current assets and current liabilities were assumed to approximate their carrying values. (c) 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. (d) The estimated fair value of long-lived property and equipment were determined utilizing estimated replacement cost adjusted for a usage or obsolescence factor. (e) 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. (f) Reflected the value of perceived growth opportunities, synergies and operating leverage anticipated through the acquisition and ownership of the acquired gathering assets as of November 13, 2017. As discussed in Note 1 , as a result of EQM's annual impairment assessment, EQM recorded a $261.9 million impairment of goodwill. As of December 31, 2018 , EQM’s goodwill balance was reduced to approximately $1.1 billion . Unaudited Pro Forma Information The following unaudited pro forma financial information presents EQM's results as though the Rice Merger had been completed at January 1, 2016. The pro forma financial information has been included for comparative purposes and is not necessarily indicative of the results that might have actually occurred had the Rice Merger taken place on January 1, 2016; furthermore, the financial information is not intended to be a projection of future results. Years Ended December 31, 2017 2016 (Thousands) Pro forma operating revenues $ 1,264,704 $ 997,829 Pro forma net income 781,273 591,616 Pro forma net income (loss) attributable to noncontrolling interests 8,144 (4,588 ) Pro forma net income attributable to EQM 773,129 596,204 The 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. October 2016 Acquisition On October 13, 2016, EQM entered into a Purchase and Sale Agreement with EQT pursuant to which EQM acquired from EQT 100% of the outstanding limited liability company interests of AVC and Rager as well as the Gathering Assets. The closing occurred on October 13, 2016 and was effective as of October 1, 2016. The total cash consideration of $275 million was funded by borrowings under EQM's credit facility. Prior to the October 2016 Acquisition, EQM operated the AVC facilities as part of its transmission and storage system under a lease agreement with EQT. The lease was a capital lease under GAAP; therefore, revenues and expenses associated with the AVC facilities were included in EQM's historical consolidated financial statements and the AVC facilities were depreciated over the lease term of 25 years. In conjunction with the October 2016 Acquisition, the lease agreement was terminated. As a result, EQM's recast of the consolidated financial statements included recasting depreciation expense recognized for the periods prior to the transaction to reflect the pipeline's useful life of 40 years . The $25.1 million of cumulative capital lease depreciation recorded for periods prior to the transaction was eliminated through equity at the time of the acquisition and the financial statements now reflect the depreciation expense based on the 40 year useful life. This adjustment increased previously reported net income by $5.2 million and $4.2 million for the years ended December 31, 2016 and 2015, respectively. In addition, because the effect of the recast of the financial statements resulted in the elimination of the capital lease obligation from EQM to AVC, the lease obligation portion of the consideration paid was recorded in financing activities in the statements of consolidated cash flows. RMP and the entities part of the Drop-Down Transaction and the October 2016 Acquisition were businesses and the related acquisitions were transactions between entities under common control; therefore, EQM recorded the assets and liabilities of these entities at their carrying amounts to EQT on the date of the respective transactions. The difference between EQT's net carrying amount and the total consideration paid to EQT was recorded as a capital transaction with EQT, which resulted in a reduction in equity. This portion of the consideration was recorded in financing activities in the statements of consolidated cash flows. EQM recast its consolidated financial statements to retrospectively reflect the EQM-RMP Merger, the Drop-Down Transaction and the October 2016 Acquisition for the periods the acquired businesses were under the common control of EQT; however, the consolidated financial statements are not necessarily indicative of the results of operations that would have occurred if EQM had owned them during the periods reported. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers As discussed in Note 1 , 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 the amount or timing of EQM's revenues. For the years ended December 31, 2018 , 2017 and 2016 , all revenues recognized on EQM's statements of consolidated operations are from contracts with customers. As of December 31, 2018 and 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 is provided under firm contracts, which are contracts for gathering, transmission or storage services that generally obligate the customer to pay a fixed, monthly charge to reserve an agreed upon amount of pipeline or storage capacity regardless of the capacity used by the customer during each month. Volumetric-based fees can also be charged under firm contracts for each firm volume 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. 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 under variable price per volume contracts. 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. Water service contracts are billed on a monthly basis, with payment typically due within 21 days. Summary of Disaggregated Revenues. The tables below provide disaggregated revenue information by business segment. Year Ended December 31, 2018 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues $ 447,360 $ 356,725 $ — $ 804,085 Volumetric-based fee revenues 549,710 30,076 — 579,786 Water service revenues — — 111,227 111,227 Total operating revenues $ 997,070 $ 386,801 $ 111,227 $ 1,495,098 Year Ended December 31, 2017 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues $ 407,355 $ 348,193 $ — $ 755,548 Volumetric-based fee revenues 102,612 23,793 — 126,405 Water service revenues — — 13,605 13,605 Total operating revenues $ 509,967 $ 371,986 $ 13,605 $ 895,558 Year Ended December 31, 2016 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues $ 339,237 $ 277,816 $ — $ 617,053 Volumetric-based fee revenues 58,257 56,962 — 115,219 Water service revenues — — — — Total operating revenues $ 397,494 $ 334,778 $ — $ 732,272 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 December 31, 2018 . 2019 2020 2021 2022 2023 Thereafter Total (Thousands) Gathering firm reservation fees $ 476,709 $ 552,636 $ 562,635 $ 562,635 $ 562,635 $ 2,273,123 $ 4,990,373 Gathering revenues supported by MVCs 65,700 71,370 71,175 71,175 71,175 65,700 416,295 Transmission firm reservation fees 351,028 343,984 340,218 335,137 295,243 2,178,736 3,844,346 Total $ 893,437 $ 967,990 $ 974,028 $ 968,947 $ 929,053 $ 4,517,559 $ 9,251,014 Based on total projected contractual revenues, including projected contractual revenues from future capacity expected from expansion projects that are not yet fully constructed for which EQM has executed firm contracts, EQM's firm gathering contracts and firm transmission and storage contracts had weighted average remaining terms of approximately 11 years and 15 years, respectively, as of December 31, 2018 . |
Equity
Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Equity | Equity The following table summarizes EQM's common and general partner units issued and outstanding during the three years ended December 31, 2018 . Limited Partner General Common Units Partner Units Total Balance at January 1, 2016 77,520,181 1,443,015 78,963,196 2014 EQM VDA issuance 19,796 — 19,796 EQM Total Return Program issuance 92,472 — 92,472 $750 Million At the Market Program (a) 2,949,309 — 2,949,309 Balance at December 31, 2016 and 2017 (b) 80,581,758 1,443,015 82,024,773 Common units issued (c) 10,821 — 10,821 Drop-Down Transaction consideration(d) 5,889,282 — 5,889,282 Common units issued with the EQM-RMP Merger (e) 33,975,777 — 33,975,777 Balance at December 31, 2018 120,457,638 1,443,015 121,900,653 (a) During the third quarter of 2015, EQM entered into an equity distribution agreement that established an ATM common unit offering program, pursuant to which a group of managers acting as EQM's sales agents could sell EQM common units having an aggregate offering price of up to $750 million (the $750 million ATM Program). The price per unit represents an average price for all issuances under the $750 million ATM Program in 2016. The underwriters' discount and other offering expenses in the table above include commissions of approximately $2.2 million . EQM used the net proceeds for general partnership purposes. The $750 million ATM program expired in the third quarter of 2018. (b) There were no issuances in 2017. (c) Units issued upon the resignation of a member of EQM General Partner's Board of Directors. (d) In May 2018, EQM completed the Drop-Down Transaction in exchange for an aggregate of 5,889,282 EQM common units and aggregate cash consideration of $1.15 billion , subject to working capital adjustments. See Note 2 for further information. (e) In July 2018, EQM completed the EQM-RMP Merger. 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. See Note 2 for further information. EQM issued 19,796 common units under the 2014 EQM Value Driver Award Program (2014 EQM VDA) in February 2016 as discussed in Note 9 . EQM issued 92,472 common units under the EQM Total Return Program in February 2016 as discussed in Note 9 . As of December 31, 2018 , EQGP and its subsidiaries 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 December 31, 2018 , Equitrans Midstream also beneficially 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 the general partner of EQGP and a 96.1% limited partner interest in EQGP. |
Financial Information by Busine
Financial Information by Business Segment | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Financial Information by Business Segment | Financial Information by Business Segment EQM reports its operations in three segments that reflect its three lines of business of Gathering, Transmission and Water. Refer to Note 1 for discussion on business segments. Years Ended December 31, 2018 2017 2016 (Thousands) Revenues from external customers (including affiliates): Gathering $ 997,070 $ 509,967 $ 397,494 Transmission 386,801 371,986 334,778 Water 111,227 13,605 — Total operating revenues $ 1,495,098 $ 895,558 $ 732,272 Operating income: Gathering (a) $ 423,407 $ 369,093 $ 289,643 Transmission 265,579 247,467 238,213 Water 37,667 4,145 — Total operating income $ 726,653 $ 620,705 $ 527,856 Reconciliation of operating income to net income: Equity income (b) 61,778 22,171 9,898 Other income 5,011 4,439 27,113 Net interest expense 122,094 36,955 16,766 Income tax expense — — 10,147 Net income $ 671,348 $ 610,360 $ 537,954 (a) Impairment of goodwill of $261.9 million was included in Gathering operating income for 2018. See Note 1 for further information. (b) Equity income is included in the Transmission segment. As of December 31, 2018 2017 2016 (Thousands) Segment assets: Gathering $ 6,011,654 $ 5,656,094 $ 1,292,713 Transmission (a) 3,066,659 1,947,566 1,413,631 Water 237,602 208,273 — Total operating segments 9,315,915 7,811,933 2,706,344 Headquarters, including cash 140,206 186,902 369,496 Total assets $ 9,456,121 $ 7,998,835 $ 3,075,840 (a) For the year ended December 31, 2018, the equity investment in the MVP Joint Venture is included in the Transmission segment. For the years ended December 31, 2017 and 2016, the equity investment in the MVP Joint Venture was included in the headquarters segment. The prior period amounts have been recast to conform to current presentation. Years Ended December 31, 2018 2017 2016 (Thousands) Depreciation: Gathering $ 98,678 $ 44,957 $ 30,422 Transmission 49,723 58,689 32,269 Water 23,513 3,515 — Total $ 171,914 $ 107,161 $ 62,691 Expenditures for segment assets: Gathering $ 717,251 $ 254,522 $ 295,315 Transmission 114,450 111,102 292,049 Water 23,537 6,233 — Total (a) $ 855,238 $ 371,857 $ 587,364 (a) EQM accrues capital expenditures when work has been completed but the associated bills have not yet been paid. These accrued amounts are excluded from capital expenditures on the statements of consolidated cash flows until they are paid in a subsequent period. Accrued capital expenditures were approximately $108.9 million , $90.7 million , $26.7 million and $24.1 million at December 31, 2018 , 2017 , 2016 and 2015 , respectively. On November 13, 2017, as a result of the Rice Merger, EQM assumed $72.3 million of Rice Midstream Holdings accrued capital expenditures. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Related Party Transactions with EQT. EQT remains a related party following the Separation due to its 19.9% ownership interest in Equitrans Midstream. In the ordinary course of business, EQM engaged, and continues to engage, in transactions with EQT and its affiliates, including, but not limited to, gathering agreements, transportation service and precedent agreements, storage agreements and water service agreements. Omnibus Agreement with EQT . On July 2, 2012, EQM, the EQM General Partner and EQT entered into an omnibus agreement (the EQT Omnibus Agreement). Pursuant to the EQT Omnibus Agreement, EQT agreed to provide EQM with a license to use the name "EQT" and related marks in connection with EQM's business. EQM was allocated the portion of operating and maintenance expense and selling, general and administrative expense incurred by EQT for the benefit of EQM. The omnibus agreement also provided for certain indemnification and reimbursement obligations between EQT and EQM. On November 12, 2018, EQT terminated the EQT Omnibus Agreement and entered into the Amended and Restated Omnibus Agreement dated November 13, 2018 among EQT, EQM and the EQM General Partner (the Amended and Restated EQT Omnibus Agreement) to memorialize certain indemnification obligations of EQT and EQM, which remain in effect following the termination. RMP Omnibus Agreement with EQT. 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 those services. Following the completion of the EQM-RMP Merger, RMP reimbursed EQT for the expenses incurred by EQT providing services to RMP and its subsidiaries under EQM's omnibus agreement with EQT. On November 12, 2018, EQT terminated the Amended RMP Omnibus Agreement. Certain indemnification obligations of EQT and RMP remain in effect following the termination. Omnibus Agreement with Equitrans Midstream . On November 13, 2018, in connection with the Separation, Equitrans Midstream, EQM and the EQM General Partner entered into an omnibus agreement (the ETRN Omnibus Agreement). Pursuant to the ETRN Omnibus Agreement, EQM agreed to provide Equitrans Midstream with a license for to use the name "Equitrans" and related marks in connection with Equitrans Midstream's business. EQM is allocated the portion of operating and maintenance expense and selling, general and administrative expense incurred by Equitrans Midstream and certain of its affiliates for the benefit of EQM. Operation and Management Services Agreement . EQM had an operation and management services agreement with EQT Gathering, LLC (EQT Gathering), an indirect wholly owned subsidiary of EQT, pursuant to which EQT Gathering provided EQM's pipelines and storage facilities with certain operational and management services. EQM reimbursed EQT Gathering for such services pursuant to the terms of the EQT Omnibus Agreement. The operation and management services agreement was replaced in its entirety by a secondment agreement with EQT (discussed below). Secondment Agreement with EQT . On December 7, 2017, EQT, EQT Gathering, Equitrans, L.P. (Equitrans), EQM and the EQM General Partner entered a Secondment Agreement (the EQT Secondment Agreement), pursuant to which available employees of EQT and its affiliates could be seconded to EQM and its subsidiaries to provide operating and other services with respect to EQM's business under the direction, supervision and control of EQM or its subsidiaries. EQM reimbursed EQT and its affiliates for the services provided by the seconded employees pursuant to the Secondment Agreement. On November 12, 2018, EQT terminated the secondment agreement. Secondment Agreement with Equitrans Midstream . On November 13, 2018, in connection with the Separation, Equitrans Midstream, EQM, and the EQM General Partner entered into a Secondment Agreement (the ETRN Secondment Agreement), pursuant to which available employees of Equitrans Midstream and its affiliates may be seconded to EQM and its subsidiaries to provide operating and other services with respect to EQM's business under the direction, supervision and control of EQM or its subsidiaries. The ETRN Secondment Agreement replaced the aforementioned EQT Secondment Agreement. The following table summarizes the amounts and categories of expenses for which EQM was obligated to reimburse EQT pursuant to the EQT Omnibus Agreement, the EQT Secondment Agreement and the Operation and Management Services Agreement, as applicable, and the amounts and categories of obligations for which EQT was obligated to indemnify and/or reimburse EQM pursuant to the EQT Omnibus Agreement and the Amended and Restated EQT Omnibus Agreement, as applicable, for the years ended December 31, 2018 , 2017 and 2016 . In addition, the table below summarizes the amounts and categories of expenses for which EQM was obligated to reimburse Equitrans Midstream pursuant to the ETRN Omnibus Agreement and the ETRN Secondment Agreement, as applicable, for the year ended December 31, 2018 . Years Ended December 31, 2018 2017 2016 (Thousands) Reimbursements to EQT Operating and maintenance expense (a) $ 49,778 $ 39,957 $ 33,526 Selling, general and administrative expense (a) $ 81,725 $ 67,424 $ 63,255 Reimbursements to Equitrans Midstream Operating and maintenance expense (a) $ — $ — $ — Selling, general and administrative expense (a) $ 16,335 $ — $ — Reimbursements from EQT (b) Plugging and abandonment $ — $ 4 $ 195 Bare steel replacement $ 3,866 $ 15,704 $ — Other capital reimbursements $ — $ — $ 162 (a) The expenses for which EQM reimbursed EQT and its subsidiaries in the Predecessor Period and Equitrans Midstream and its subsidiaries in the Successor Period may not necessarily reflect the actual expenses that EQM would incur on a stand-alone basis, and EQM is unable to estimate what those expenses would be on a stand-alone basis. These amounts exclude the recast impact of the October 2016 Acquisition, the Drop-Down Transaction and the EQM-RMP Merger as these amounts do not represent reimbursements pursuant to any omnibus agreement. (b) These reimbursements were recorded as capital contributions from EQT. There were no reimbursements from Equitrans Midstream in the Successor period. Summary of Related Party Transactions . The following table summarizes related party transactions for the years ended December 31, 2018 , 2017 and 2016 . Years Ended December 31, 2018 2017 2016 (Thousands) Operating revenues (a) $ 1,111,289 $ 665,939 $ 551,353 Operating and maintenance expense (b) 49,778 40,204 34,179 Selling, general and administrative expense (b) 98,060 72,592 67,345 Transaction costs (c) 7,761 — — Equity income 61,778 22,171 9,898 Other income from Preferred Interest — — 8,293 Interest income on Preferred Interest (see Note 1) 6,578 6,818 1,740 Principal payments received on Preferred Interest (see Note 1) 4,406 4,166 1,024 Distributions to EQM General Partner (d) 361,575 235,167 169,438 Capital contributions from EQT 3,866 15,463 602 Net contributions from/(distributions to) EQT $ 3,001 $ 29,711 $ 20,234 (a) 2018 operating revenues represents revenues with EQT for all years presented. (b) The expenses for which EQM reimbursed EQT and its subsidiaries in the Predecessor period and Equitrans Midstream and its subsidiaries in the Successor period may not necessarily reflect the actual expenses that EQM would incur on a stand-alone basis, and EQM is unable to estimate what those expenses would be on a stand-alone basis. These amounts exclude the recast impact of the October 2016 Acquisition, the Drop-Down Transaction and the EQM-RMP Merger as these amounts do not represent reimbursements pursuant to the omnibus agreement. (c) For the year ended December 31, 2018, EQT allocated $7.8 million in transaction costs to EQM related to the EQM-RMP Merger and the Drop-Down Transaction. (d) The distributions to the EQM General Partner are based on the period to which the distributions relate and not the period in which the distributions were declared and paid. For example, for the year ended December 31, 2018 , total distributions to the EQM General Partner included the cash distribution declared on January 16, 2019 related to the fourth quarter of 2018 of $1.13 per common unit and the amounts related to its general partner interest and IDRs. The following table summarizes related party balances as of December 31, 2018 and 2017 . As of December 31, 2018 2017 (Thousands) Accounts receivable – related party $ 174,767 $ 158,720 Due to related party 78,465 33,919 Investment in unconsolidated entity 1,510,289 460,546 Preferred Interest in EES (see Note 1 and Note 7) $ 114,720 $ 119,127 See also Note 2 , Note 4 , Note 7 , Note 8 , Note 9 , Note 10 , Note 13 and Note 15 for further discussion of related party transactions. |
Investment in Unconsolidated En
Investment in Unconsolidated Entity | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Entity | Investment in Unconsolidated Entity Investment in the MVP Joint Venture In 2015, EQM assumed EQT's interest in MVP Holdco LLC (MVP Holdco), an indirect, wholly-owned subsidiary of EQM, which holds EQM's interest in the Mountain Valley Pipeline (the MVP). In January 2016, EQM sold an 8.5% ownership interest in the MVP. The sales of interests in the MVP were for consideration that represented the proportional amount of capital contributions made to the joint venture as of the transaction date. As of December 31, 2018, EQM is the operator of the MVP and owned a 45.5% interest in the MVP. The MVP Joint Venture is constructing the MVP, an estimated 300 -mile natural gas interstate pipeline that will span from northern West Virginia to southern Virginia. 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 of the MVP Joint Venture because it does not have the power to direct the activities that most significantly affect the MVP Joint Venture's economic performance. Certain business decisions, such as decisions to make distributions of cash, require a greater than 66 2/3% ownership interest approval, and no one member owns more than a 66 2/3% interest. 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. In the fourth quarter of 2018, EQM assumed a portion of Con Edison's ownership interest and purchased a portion of PSNC Energy's ownership interest in the MVP Southgate project for $11.3 million . As a result of these transactions, EQM's ownership interest increased from 32.7% to 47.2% . As of December 31, 2018 , EQM was the operator of the MVP Southgate pipeline and owned a 47.2% ownership interest in the MVP Southgate project. The MVP Joint Venture submitted the MVP Southgate certificate application to the FERC in November 2018. Subject to approval by the FERC, the MVP Southgate project has a targeted in-service date of the fourth quarter 2020. In November 2018, the MVP Joint Venture issued a capital call notice for the funding of the MVP to MVP Holdco for $167.4 million , of which $143.0 million was paid in January 2019 and $24.4 million is expected to be paid in March 2019. In addition, in December 2018, the MVP Joint Venture issued a capital call notice for the funding of the MVP Southgate project to MVP Holdco for $1.8 million , all of which is expected to be paid in March 2019. The capital contribution payable and the corresponding increase to the investment balance are reflected on the consolidated balance sheet as of December 31, 2018 . The interests in MVP and MVP Southgate are equity method investments for accounting purposes because EQM has the ability to exercise significant influence over the MVP Joint Venture's operating and financial policies. Accordingly, EQM records adjustments to the investment balance for contributions to or distributions from the MVP Joint Venture and for EQM's pro-rata share of MVP Joint Venture earnings. Equity income, which is primarily related to EQM's pro-rata share of the MVP Joint Venture's AFUDC on the construction of the MVP, is reported in equity income in EQM's statements of consolidated operations. Pursuant to the MVP Joint Venture's limited liability company agreement, EQM is obligated to issue a performance guarantee in favor of the MVP Joint Venture to provide performance assurances of MVP Holdco's obligations to fund its proportionate share of the construction budget for the MVP project. As of December 31, 2018 , EQM's maximum financial statement exposure related to the MVP Joint Venture was approximately $1.7 billion , which consisted of the investment in unconsolidated entity balance on the consolidated balance sheet as of December 31, 2018 and amounts that could have become due under EQM's performance guarantees as of that date. In January 2019, EQM issued a performance guarantee in an amount equal to 33% of EQM's proportionate share of the construction budget for the MVP project, which was $261 million at the time of issuance. The amount of the performance guarantee will decrease based on the capital contributions made by MVP Holdco to the MVP Joint Venture. In addition, in February 2019, EQM issued a performance guarantee of $14 million in favor of the MVP Joint Venture for the MVP Southgate project. Upon the FERC's initial release to begin construction of the MVP Southgate project, EQM's current MVP Southgate performance guarantee will be terminated, and EQM will be obligated to issue a new guarantee in an amount equal to 33% of EQM's proportionate share of the remaining capital obligations for the MVP Southgate project. The following tables summarize the audited financial statements of the MVP Joint Venture. Consolidated Balance Sheets As of December 31, 2018 2017 (Thousands) Current assets $ 687,657 $ 330,271 Noncurrent assets 3,223,220 747,728 Total assets $ 3,910,877 $ 1,077,999 Current liabilities $ 617,355 $ 65,811 Equity 3,293,522 1,012,188 Total liabilities and equity $ 3,910,877 $ 1,077,999 Statements of Consolidated Operations Years Ended December 31, 2018 2017 2016 (Thousands) AFUDC - equity $ 91,056 $ 32,054 $ 16,315 Net interest income 44,786 16,674 5,206 Net income $ 135,842 $ 48,728 $ 21,521 |
Cash Distributions
Cash Distributions | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Cash Distributions | Cash Distributions The EQM partnership agreement requires EQM to distribute all of its available cash to EQM unitholders within 45 days after the end of each quarter. Available cash generally means, for any quarter, all cash and cash equivalents on hand at the end of that quarter: • less , the amount of cash reserves established by the EQM General Partner to: • provide for the proper conduct of EQM's business (including reserves for future capital expenditures, anticipated future debt service requirements and refunds of collected rates reasonably likely to be refunded as a result of a settlement or hearing related to FERC rate proceedings or rate proceedings under applicable law subsequent to that quarter); • comply with applicable law, any of EQM's debt instruments or other agreements; or • provide funds for distributions to EQM's unitholders and to the EQM General Partner for any one or more of the next four quarters (provided that the EQM General Partner may not establish cash reserves for distributions if the effect of the establishment of such reserves will prevent EQM from distributing the minimum quarterly distribution on all common units); • plus , if the EQM General Partner so determines, all or any portion of the cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made subsequent to the end of such quarter. If for any quarter EQM has distributed available cash from operating surplus to the common unitholders in an amount equal to EQM's minimum quarterly distribution; then, EQM will distribute any additional available cash from operating surplus for that quarter among the unitholders and the EQM General Partner in the following manner: Total Quarterly Marginal Percentage Interest in Distributions Unit Target Amount Unitholders General Partner Minimum Quarterly Distribution $0.35 98.2% 1.8% First Target Distribution Above $0.3500 up to $0.4025 98.2% 1.8% Second Target Distribution Above $0.4025 up to $0.4375 85.2% 14.8% Third Target Distribution Above $0.4375 up to $0.5250 75.2% 24.8% Thereafter Above $0.5250 50.2% 49.8% To the extent these incentive distributions are made to the EQM General Partner, more available cash proportionally is allocated to the EQM General Partner than to holders of limited partner units. On January 16, 2019 , the Board of Directors of the EQM General Partner declared a cash distribution to EQM's unitholders for the fourth quarter of 2018 of $1.13 per common unit. The cash distribution was paid on February 13, 2019 to unitholders of record at the close of business on February 1, 2019 . Cash distributions to EQGP were approximately $24.6 million related to its limited partner interest, $2.5 million related to its general partner interest and $72.7 million related to its IDRs. EQM IDR Transaction . On February 13, 2019, Equitrans Midstream entered into a definitive agreement and plan of merger with the EQM General Partner (the IDR Merger Agreement) and certain related parties, pursuant to which, among other things, Equitrans Midstream will exchange and cancel the IDRs and economic general partner interest in EQM that it holds, indirectly, for (a) 80 million newly-issued EQM common units and 7 million newly-issued Class B units (Class B units), both representing limited partner interests in EQM, and (b) the retention of a non-economic general partner interest in EQM (the EQM IDR Transaction). As a result of the EQM IDR Transaction, (i) EQGP Services, LLC will replace EQM Midstream Services, LLC as the general partner of EQM and (ii) the IDRs and economic general partner interest in EQM will be exchanged and canceled. The Class B units will become convertible at the holder’s option in three tranches, with 2.5 million becoming convertible on April 1, 2021, 2.5 million becoming convertible on April 1, 2022, and 2 million becoming convertible on April 1, 2023 (each, a Class B unit conversion date). Until the applicable Class B unit conversion date, the Class B units will not be entitled to receive any distributions of available cash. After the applicable Class B unit conversion date, whether or not such Class B units have been converted into EQM common units, the Class B units will participate pro rata with the EQM common units in distributions of available cash. Furthermore, the Class B units will become convertible at the holder’s option into EQM common units immediately before a change of control of EQM. The holders of Class B Units will vote together with the holders of EQM’s common units as a single class, except that Class B Units owned by the general partner of EQM and its affiliates will be excluded from voting if EQM common units owned by such parties are excluded from voting. Holders of Class B Units will be entitled to vote as a separate class on any matter that adversely affects the rights or preferences of the Class B Units in relation to other classes of partnership interests in any material respect or as required by law. The completion of the EQM IDR Transaction is subject to certain conditions, including, among other things: (1) all required filings, consents, approvals, permits and authorizations of any governmental authority in connection with the EQM IDR Transaction having been made or obtained; (2) there being no law or injunction prohibiting the consummation of the EQM IDR Transaction; (3) subject to specified materiality standards, the accuracy of the representations and warranties of the other party; (4) compliance by the other party in all material respects with its covenants; and (5) the receipt by EQM and EQGP of certain opinions covering matters described in the partnership agreements of EQM and EQGP and in the IDR Merger Agreement with respect to the EQM IDR Transaction. The EQM IDR Transaction will be accomplished by merging a subsidiary of EQM with and into EQGP, with EQGP surviving as a wholly-owned subsidiary of EQM. EQM expects the EQM IDR Transaction to close in February 2019. After giving effect to the EQM IDR Transaction, Equitrans Gathering Holdings, LLC (Equitrans Gathering Holdings), EQM GP Corporation (EQM GP Corp) and Equitrans Midstream Holdings, LLC (EMH), each a subsidiary of Equitrans Midstream, will hold 89,505,616 , 89,536 and 27,650,303 of EQM’s common units, respectively, representing an aggregate 56.5% limited partner interest in EQM. Additionally, Equitrans Gathering Holdings, EQM GP Corp and EMH will hold 6,153,907 , 6,155 and 839,938 of Class B units, respectively, representing an aggregate 3.4% limited partner interest in EQM. In total, Equitrans Midstream expects to own, directly or indirectly, a 59.9% limited partner interest in EQM that consists of 117,245,455 EQM common units and 7,000,000 Class B units. |
Equity-Based Compensation Plan
Equity-Based Compensation Plan | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-Based Compensation Plan | Equity-Based Compensation Plan EQM Phantom Units. The EQM General Partner has granted phantom unit awards to certain non-employee directors of the EQM General Partner. The EQM phantom units vest upon grant, and the value of the EQM phantom units are paid in EQM common units upon the director's termination of service on the EQM General Partner's Board of Directors. The EQM phantom units are accounted for as equity awards; as such, EQM recognizes the fair value of the awards on the grant date as share-based compensation expense upon grant. As of December 31, 2018 , there were 17,470 EQM phantom units, including accrued distributions, outstanding. EQM granted 5,100 , 2,940 and 2,610 EQM phantom units during the years ended December 31, 2018, 2017 and 2016, respectively. The weighted average fair value of the grants, based on EQM's common unit price on the grant date, was $68.66 , $76.68 and $75.46 for the years ended December 31, 2018 , 2017 and 2016 , respectively. EQM recognized share-based compensation expense of $0.4 million , $0.2 million and $0.2 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. In July 2012, the EQM General Partner granted awards representing common units (EQM Total Return Program). The confirmed awards were distributed in EQM common units during the first quarter of 2016. In the first quarter of 2014, performance units under the 2014 EQM Value Driver Award Program (2014 EQM VDA) were granted to EQT employees who provided services to EQM. The first tranche of the confirmed awards were distributed in EQM common units in February 2015 and the remainder of the confirmed awards were distributed in EQM common units in February 2016. EQM common units to be delivered pursuant to vesting of the equity-based awards may be common units acquired by the EQM General Partner in the open market or from any other person, issued directly by EQM or any combination of the foregoing. RMP Phantom Units. Prior to the EQM-RMP Merger, the RMP General Partner granted phantom unit awards (RMP phantom units) to certain non-employee directors of the RMP General Partner. The RMP phantom units would cliff vest at the end of the requisite service period of approximately one year, and the value of the RMP phantom units were paid in RMP common units upon vesting. The RMP phantom units were equity awards; as such, RMP recognized the fair value of the awards on the grant date as share-based compensation expense on a straight-line basis over the vesting period. As of July 23, 2018, in connection with the EQM-RMP Merger, the 36,220 RMP phantom units outstanding vested and converted into 12,024 EQM common units based on the exchange ratio of 0.3319 . EQM recognized share-based compensation expense of $0.9 million and less than $0.1 million for the year ended December 31, 2018 and for the period from November 13, 2017 through December 31, 2017, respectively. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table presents EQM's outstanding debt as of December 31, 2018 and 2017 . December 31, 2018 December 31, 2017 Principal Carrying Value (a) Fair (b) Principal Carrying Value (a) Fair (b) (Thousands) $3 Billion Facility $ 625,000 $ 625,000 $ 625,000 $ 180,000 $ 180,000 $ 180,000 RMP $850 Million Facility — — — 286,000 286,000 286,000 4.00% Senior Notes due 2024 500,000 495,708 479,950 500,000 494,939 504,110 4.125% Senior Notes due 2026 500,000 493,264 454,200 500,000 492,413 501,990 4.75% Senior Notes due 2023 1,100,000 1,089,742 1,099,890 — — — 5.50% Senior Notes due 2028 850,000 839,302 841,526 — — — 6.50% Senior Notes due 2048 550,000 538,623 549,566 — — — Total debt $ 4,125,000 $ 4,081,639 $ 4,050,132 $ 1,466,000 $ 1,453,352 $ 1,472,100 (a) Carrying value of the senior notes represents principal amount less unamortized debt issuance costs and debt discounts. (b) See Note 1 for a discussion of fair value measurements. $3 Billion Facility . On October 31, 2018, EQM amended and restated its credit facility to increase the borrowing capacity from $1 billion to $3 billion and extend the term to October 2023 (the $3 Billion Facility). The $3 Billion Facility is available for general partnership purposes, including to purchase assets, and to fund working capital requirements and capital expenditures, pay distributions and repurchase units. Subject to satisfaction of certain conditions, the $3 Billion Facility has an accordion feature that allows EQM to increase the available borrowings under the facility by up to an additional $750 million . The $3 Billion Facility has a sublimit of up to $250 million for same-day swing line advances and a sublimit of up to $400 million for letters of credit. In addition, EQM has the ability to request that one or more lenders make available term loans under the $3 Billion Facility, subject to the satisfaction of certain conditions. Such term loans would be secured by cash and qualifying investment grade securities. EQM's obligations under the revolving portion of the $3 Billion Facility are unsecured. EQM's debt issuer credit ratings determine the level of fees associated with its $3 Billion Facility and the interest rate charged by the counterparties on amounts borrowed against the lines of credit. EQM's debt credit rating and level of fees and interest rates are inversely related. Under the terms of the $3 Billion Facility, EQM can obtain Base Rate Loans (as defined in the $3 Billion Facility) or Fixed Period Eurodollar Rate Loans (as defined in the $3 Billion Facility) (Eurodollar Rate Loans). Base Rate Loans are denominated in dollars and bear interest at a base rate plus a margin of 0.125% to 0.875% determined on the basis of EQM's then current credit rating. Eurodollar Rate Loans bear interest at a Eurodollar Rate (as defined in the $3 Billion Facility) plus a margin of 1.125% to 1.875% determined on the basis of EQM's then current credit rating. EQM may voluntarily prepay its borrowings, in whole or in part, without premium or penalty, but subject to reimbursement of funding losses with respect to prepayment of Eurodollar Rate Loans. The $3 Billion Facility contains negative covenants that, among other things, limit restricted payments, the incurrence of debt, dispositions; mergers and fundamental changes; and transactions with affiliates. In addition, the $3 Billion Facility contains events of default such as insolvency, nonpayment of scheduled principal or interest obligations, change of control and cross-default related to the acceleration or default of certain other financial obligations. Under the $3 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). During the years ended December 31, 2018, 2017 and 2016, the maximum outstanding borrowings under the $3 Billion Facility were $674 million , $260 million and $401 million , respectively, the average daily balances were approximately $230 million , $74 million and $77 million , respectively, and the weighted average annual interest rates were 3.6% , 2.8% and 2.0% , respectively. EQM had $1 million and zero letters of credit outstanding under the $3 Billion Facility as of December 31, 2018 and 2017 . For the years ended December 31, 2018 , 2017 and 2016 , commitment fees of $2.8 million , $1.8 million and $1.6 million , respectively, were paid to maintain credit availability under the credit facility. 364 -Day Facility . In the Predecessor period, EQM had a $500 million , 364 -day, uncommitted revolving loan agreement with EQT (the 364-Day Facility). Interest accrued on outstanding borrowings at an interest rate equal to the rate then applicable to similar loans under the revolving credit agreement with the largest aggregate commitment amount to which EQM was then a party, less the sum of (i) the then applicable commitment fee under such agreement and (ii) 10 basis points. EQM had no borrowings outstanding under the 364 -Day Facility as of December 31, 2018 and 2017. There were no borrowings outstanding at any time during the year ended December 31, 2018 on the 364 -Day Facility. During the year ended December 31, 2017 , the maximum outstanding borrowing under the 364 -Day Facility was $100 million , the average daily balance was approximately $23 million and the weighted average annual interest rate was 2.2% . There were no amounts outstanding at any time under the 364 -Day Facility in 2016. On November 12, 2018, in connection with the Separation, EQT terminated the EQM 364 -Day Facility. EQM Term Loan Facility . On April 25, 2018, EQM entered into a $2.5 billion unsecured multi-draw 364 -day term loan facility (the EQM Term Loan Facility). The EQM Term Loan Facility was used to fund the cash consideration for the Drop-Down Transaction, to repay borrowings under EQM’s then-existing revolving credit facility and for other general partnership purposes. In connection with EQM's issuance of the 2018 Senior Notes (defined below), on June 25, 2018, the outstanding balance under the EQM Term Loan Facility was repaid and the EQM Term Loan Facility was terminated. As a result of the termination, EQM expensed $3 million of deferred issuance costs. Under the EQM Term Loan Facility, from April 25, 2018 through June 25, 2018, the maximum outstanding borrowing was $1,825 million , the average daily balance was approximately $1,231 million , and the weighted average annual interest rate was 3.3% . RMP $850 Million Facility . RM Operating LLC (formerly known as Rice 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 period from January 1, 2018 through July 23, 2018, the maximum amount of RMP's outstanding borrowings under the RMP $850 Million Facility at any time was $375 million and the average daily outstanding balance under the RMP $850 Million Facility was approximately $300 million . Interest was incurred on the RMP $850 Million Facility at weighted average annual interest rates of 3.8% for the period 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. 2014 Senior Notes . During the third quarter of 2014, EQM issued $500 million aggregate principal amount of 4.00% senior notes due August 1, 2024 (the 4.00% Senior Notes). EQM used the net proceeds from the offering to repay the outstanding borrowings under the EQM Credit Facility and for general partnership purposes. EQM's 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 EQM's assets. 2016 Senior Notes . During the fourth quarter of 2016, EQM issued 4.125% Senior Notes due December 1, 2026 in the aggregate principal amount of $500 million . Net proceeds from the offering were used to repay the outstanding borrowings under the predecessor facility to the $3 Billion Facility at that time and for general partnership purposes. EQM's 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 EQM's assets. 2018 Senior Notes . In June 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 $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 outstanding balances under the EQM Term Loan Facility and the RMP $850 Million Facility, and the remainder was 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 EQM's assets. As of December 31, 2018 , EQM was in compliance with all debt provisions and covenants. |
Regulatory Assets and Liabiliti
Regulatory Assets and Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Regulatory Assets and Liabilities Disclosure [Abstract] | |
Regulatory Assets and Liabilities | Regulatory Assets and Liabilities Regulatory assets and regulatory liabilities are recoverable or reimbursable over various periods and do not earn a return on investment. EQM believes that it will continue to be subject to rate regulation that will provide for the recovery or reimbursement of its regulatory assets and regulatory liabilities. Regulatory assets and regulatory liabilities are included in other assets and other long-term liabilities, respectively, in the accompanying consolidated balance sheets. As of December 31, 2018 2017 (Thousands) Regulatory assets: Deferred taxes (a) $ 12,232 $ 13,076 Other recoverable costs (b) 4,312 4,754 Total regulatory assets $ 16,544 $ 17,830 Regulatory liabilities: Deferred taxes (a) $ 10,119 $ 10,488 On-going post-retirement benefits other than pensions (c) 10,132 7,724 Other reimbursable costs 1,082 860 Total regulatory liabilities $ 21,333 $ 19,072 (a) The regulatory asset for deferred taxes primarily related to deferred income taxes recoverable through future rates on a historical deferred tax position and the equity component of AFUDC. The regulatory liability for deferred taxes relates to a revaluation of the historical difference between the regulatory and tax bases of regulated property, plant and equipment. EQM expects to recover the amortization of the deferred tax positions ratably over the corresponding life of the underlying assets that created the differences. Taxes on the equity component of AFUDC and the offsetting deferred income taxes will be collected through rates over the depreciable lives of the long-lived assets to which they relate. (b) Regulatory assets associated with other recoverable costs primarily related to the costs associated with the pension termination discussed in Note 15 . (c) EQM defers expenses for on-going post-retirement benefits other than pensions which are subject to recovery in approved rates. The regulatory liability reflects lower cumulative actuarial expenses than the amounts recovered through rates. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes As a result of its limited partnership structure, EQM is not subject to federal and state income taxes. For federal and state income tax purposes, all income, expenses, gains, losses and tax credits generated by EQM flow through to EQM's unitholders; accordingly, EQM does not record a provision for income taxes. As discussed in Note 2 , the October 2016 Acquisition was a transaction between entities under common control for which the consolidated financial statements of EQM have been retrospectively recast to reflect the combined entities. Accordingly, the income tax effect associated with the operations prior to acquisition are reflected in the consolidated financial statements as it was previously part of EQT's consolidated federal tax return. EQT's consolidated federal income tax was allocated among the group's members on a separate return basis with tax credits allocated to the members generating the credits. During the year ended December 31, 2016, net current and deferred income tax liabilities of approximately $94.0 million were eliminated through equity related to AVC, Rager and the Gathering Assets. The components of income tax expense for the year ended December 31, 2016 are as follows: (Thousands) Current: Federal $ 886 State 487 Subtotal 1,373 Deferred: Federal 8,302 State 472 Subtotal 8,774 Total $ 10,147 Income tax expense for the year ended December 31, 2016 differed from amounts computed at the federal statutory rate of 35% on pre-tax book income from continuing operations as follows: (Thousands) Tax at statutory rate $ 191,835 Partnership income not subject to income taxes (182,455 ) State income taxes 623 Regulatory assets 132 Other 12 Income tax expense (benefit) $ 10,147 Effective tax rate 1.9 % EQM's historical uncertain tax position related to the October 2016 Acquisition was immaterial. EQT has indemnified EQM from and against any losses suffered or incurred by EQM and related to or arising out of or in connection with any federal, state or local income tax liabilities attributable to the ownership or operation of EQM's assets prior to the acquisition of such assets from EQT. Therefore, EQM does not anticipate any future liabilities arising from the historical deferred tax liabilities. |
Concentrations of Credit Risk
Concentrations of Credit Risk | 12 Months Ended |
Dec. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Credit Risk | Concentrations of Credit Risk For the years ended December 31, 2018 , 2017 and 2016 , EQT accounted for approximately 74% , 74% and 75% , respectively, of EQM's total revenues across all of its operating segments. Additionally, for the years ended December 31, 2018 , 2017 and 2016 , PNG Companies LLC and its affiliates accounted for approximately 7% , 11% and 12% , respectively, of EQM's total revenues. As of December 31, 2018 and 2017, approximately 51% and 39% , respectively, of the accounts receivable balances represented amounts due from marketers excluding EQT. To manage the credit risk related to transactions with marketers, EQM engages with only those that meet specified criteria for credit and liquidity strength and actively monitors accounts with marketers. In connection with its assessment of marketer credit and liquidity strength, EQM may request a letter of credit, guarantee, performance bond or other credit enhancement. EQM did not experience significant defaults on accounts receivable during the years ended December 31, 2018 , 2017 and 2016 . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In the ordinary course of business, various legal and regulatory claims and proceedings are pending or threatened against EQM and its subsidiaries. While the amounts claimed may be substantial, EQM is unable to predict with certainty the ultimate outcome of such claims and proceedings. EQM accrues legal and other direct costs related to loss contingencies when incurred. EQM establishes reserves whenever it believes it to be appropriate for pending matters. Furthermore, after consultation with counsel and considering available insurance, EQM believes that the ultimate outcome of any matter currently pending against EQM will not materially affect its business, financial condition, results of operations, liquidity or ability to make quarterly cash distributions to EQM unitholders, including Equitrans Midstream. EQM is subject to federal, state and local environmental laws and regulations. These laws and regulations, which are constantly changing, can require expenditures for remediation and, in certain instances, can result in assessment of fines. EQM has established procedures for the ongoing evaluation of its operations to identify potential environmental exposures and to ensure compliance with regulatory requirements. The estimated costs associated with identified situations requiring remedial action are accrued; however, when recoverable through future regulated rates, certain of these costs are deferred as regulatory assets. Ongoing expenditures for compliance with environmental laws and regulations, including investments in facilities to meet environmental requirements, have not been material. Management believes that any such required expenditures will not be significantly different in either nature or amount in the future and does not know of any environmental liabilities that will have a material effect on EQM's business, financial condition, results of operations, liquidity or ability to make quarterly cash distributions to EQM's unitholders. EQM has identified situations that require remedial action for which approximately $2.1 million is included in other liabilities and credits in the consolidated balance sheets as of December 31, 2018. EQM has a water system expansion and supply agreement with Southwestern Pennsylvania Water Authority (SPWA) (SPWA Agreement), pursuant to which EQM agreed to fund and assist SPWA in its construction and expansion of a water supply system that serves parts of Greene, Fayette and Washington Counties in Pennsylvania. In exchange, SPWA granted EQM preferred rights to water volumes supplied through the system for use in EQM's business. EQM is also entitled to a surcharge of $3.50 per 1,000 gallons of water sold assessed by SPWA against customers that use the system. All facilities and improvements that are constructed pursuant to the SPWA Agreement are the property of SPWA. To date, EQM authorized expenditures of approximately $29.5 million and funded expenditures of $13.4 million and $11.7 million during the years ended December 31, 2018 and 2017, respectively. As of December 31, 2018, EQM had a remaining commitment of approximately $0.8 million associated with these authorizations. See Note 7 for discussion of the MVP Joint Venture guarantees. |
Postretirement Benefit Plans
Postretirement Benefit Plans | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Postretirement Benefit Plans | Post-retirement Benefit Plans Prior to the Separation, employees of EQT operated EQM's assets. EQT charged EQM for the payroll and benefit costs associated with these individuals and for retirees of Equitrans, the owner of EQM's FERC-regulated transmission, storage and gathering systems. Post-Separation, employees of Equitrans Midstream operate EQM's assets. Equitrans Midstream charges EQM for the payroll and benefit costs associated with these individuals and for the retirees of Equitrans. Equitrans Midstream carries obligations for employee-related benefits in its financial statements. In 2014, EQT terminated the Retirement Plan. Prior to its termination, the retirees of Equitrans participated in the Retirement Plan. On March 2, 2016, the IRS issued a favorable determination letter for the termination of the Retirement Plan. On June 28, 2016, EQT purchased annuities from, and transferred the Retirement Plan assets and liabilities to, American General Life Insurance Company. In the third quarter of 2016, EQM reimbursed EQT $5.2 million for its proportionate share of the funding related to the retirees of Equitrans. The settlement charge is expected to be recoverable in FERC-approved rates and, thus, was recorded as a regulatory asset that will be amortized for rate recovery purposes over a period of 16 years. Excluding the Retirement Plan termination settlement described above, for the year ended December 31, 2016, EQM reimbursed EQT $1.9 million for the funding of the Retirement Plan and was allocated expenses associated with the Retirement Plan of $0.1 million . In the Predecessor period, EQM contributed to a defined contribution plan sponsored by EQT. The contribution amount was equal to a percentage of allocated base salary and EQM was charged its contribution percentage through the EQT payroll and benefit costs discussed in Note 6 . In the Successor period, Equitrans Midstream is the plan sponsor to EQM's defined contribution plan. EQM recognizes expenses for ongoing post-retirement benefits other than pensions, which are subject to recovery in FERC-approved rates. Expenses recognized by EQM for ongoing post-retirement benefits other than pensions were approximately $1.2 million for each year ended December 2018, 2017 and 2016. |
Interim Financial Information (
Interim Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Interim Financial Information (Unaudited) | Interim Financial Information (Unaudited) The following quarterly summary of operating results for the years ended December 31, 2018 and 2017 reflects variations due to the seasonal nature of the transmission and storage business. Three Months Ended March 31 June 30 September 30 December 31 (c) (Thousands, except per unit amounts) 2018 (a) Operating revenues $ 371,026 $ 374,697 $ 364,584 $ 384,791 Operating income (loss) 265,798 245,868 233,500 (18,513 ) Net income (loss) 262,843 234,685 209,927 (36,107 ) Net income (loss) attributable to EQM $ 260,350 $ 233,832 $ 209,927 $ (36,107 ) Net income (loss) per limited partner unit: (b) Basic and diluted $ 1.61 $ 1.09 $ 1.14 $ (0.90 ) 2017 (a) Operating revenues $ 203,426 $ 198,966 $ 207,193 $ 285,973 Operating income 145,113 141,092 145,506 188,994 Net income 143,196 139,139 142,938 185,087 Net income attributable to EQM $ 143,196 $ 139,139 $ 142,938 $ 184,353 Net income per limited partner unit: (b) Basic and diluted $ 1.36 $ 1.27 $ 1.28 $ 1.28 (a) As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. (b) Quarterly net income (loss) per limited partner unit amounts are stand-alone calculations and may not be additive to full-year amounts due to rounding and changes in outstanding units. (c) During the three months ended December 31, 2018, EQM recognized an impairment to goodwill of $261.9 million . Refer to Note 1 for further information. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events EQM IDR Transaction . On February 13, 2019, Equitrans Midstream entered into the IDR Merger Agreement pursuant to the EQM IDR Transaction. As a result of the EQM IDR Transaction, (i) EQGP Services, LLC will replace EQM Midstream Services, LLC as the general partner of EQM and (ii) the IDRs and economic general partner interest in EQM will be exchanged and canceled. See Note 8 for further information on the EQM IDR Transaction. |
Summary of Operations and Sig_2
Summary of Operations and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Basis of Presentation and Nature of Business | Organization and Basis of Presentation EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP) and subsidiaries (collectively, EQM) is a growth-oriented Delaware limited partnership formed by EQT in January 2012. EQM Midstream Services, LLC (formerly known as EQT Midstream Services, LLC) (the 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. Following the consummation of the EQM IDR Transaction (as defined below), EQGP Services, LLC (formerly known as EQT GP Services, LLC), a wholly owned subsidiary of Equitrans Midstream, will be the general partner of EQM. References in these consolidated financial statements to Equitrans Midstream refer collectively to Equitrans Midstream Corporation and its consolidated subsidiaries. As discussed below, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the October 2016 Acquisition, the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. On February 21, 2018, EQT announced its plan to separate its midstream business, which was composed of the separately-operated natural gas gathering, transmission and storage and water services of EQT (collectively, the Midstream Business), from its upstream business, which was composed of the natural gas, oil and natural gas liquids development, production and sales and commercial operations of EQT (collectively, the Upstream Business) (the Separation). On November 12, 2018, the Separation was effected through a series of transactions that culminated in EQT's contribution of the Midstream Business to Equitrans Midstream. See Note 4 for further information on the Separation. Post-Separation, Equitrans Midstream holds investments in the entities conducting the Midstream Business, including limited and general partner interests in EQGP, which, as of December 31, 2018, owned limited partner interests, the entire general partner interest and all of the incentive distribution rights (IDRs) in EQM. EQM does not have any employees. Operational, management and other services for EQM are provided by employees of Equitrans Midstream and its subsidiaries. Nature of Business EQM is a growth-oriented limited partnership that operates, acquires and develops midstream assets in the Appalachian Basin. EQM provides midstream services to its customers in Pennsylvania, West Virginia and Ohio through its three primary assets: the gathering system, which delivers natural gas from wells and other receipt points to transmission pipelines; the transmission and storage system, which delivers natural gas to local demand users and interstate pipelines for access to demand markets; and the water service system, which consists of water pipelines, impoundment facilities, pumping stations, take point facilities and measurement facilities that support well completion activities and collect flowback and produced water for recycling or disposal. As of December 31, 2018 , EQM's gathering system included approximately 700 miles of high-pressure gathering lines with total contracted firm reservation capacity of approximately 2.4 billion cubic feet ( Bcf ) per day, compression of approximately 333,000 horsepower and multiple interconnect points with EQM's transmission and storage system and to other interstate pipelines. EQM's gathering system also included approximately 1,500 miles of Federal Energy Regulatory Commission (FERC)-regulated, low-pressure gathering lines. As of December 31, 2018 , EQM's transmission and storage system included approximately 950 miles of FERC-regulated, interstate pipeline that have interconnect points to seven interstate pipelines and local distribution companies (LDCs). The transmission and storage system is supported by 41 compressor units, with total throughput capacity of approximately 4.4 Bcf per day and compression of approximately 120,000 horsepower, and 18 associated natural gas storage reservoirs, which have a peak withdrawal capacity of approximately 645 million cubic feet ( MMcf ) per day and a working gas capacity of approximately 43 Bcf . |
Principles of Consolidation | Principles of Consolidation : The consolidated financial statements include the accounts of all entities in which EQM holds a controlling financial interest. Investments over which EQM can exert significant influence, but not control, are recorded under the equity method of accounting. The consolidated financial statements reflect the pre-acquisition results of businesses acquired through common control transactions on a combined basis with EQM. See Note 2 . Transactions between EQM and EQT during the periods prior to the Separation (Predecessor period) and between EQM and Equitrans Midstream in the periods subsequent to the Separation (Successor period) period have been identified in the consolidated financial statements as transactions between related parties and are discussed in Note 6 . |
Segments | Segments: Operating segments are revenue-producing components of the enterprise for which separate financial information is produced internally and is subject to evaluation by EQM's chief operating decision maker in deciding how to allocate resources. Prior to the EQM-RMP Merger, 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 EQM's business operations. EQM reports its operations in three segments that reflect its three lines of business of Gathering, Transmission and Water. The operating segments are evaluated based on their contribution to EQM's operating income and equity income. Transmission also includes EQM's investment in the MVP Joint Venture, which is treated as an equity investment for accounting purposes; as a result, Transmission's portion of the MVP Joint Venture's operating results is reflected in equity income and not in Transmission's operating income. All of EQM's operating revenues, income from continuing operations and assets are generated or located in the United States. See Note 5 . |
Reclassification | Reclassification: Certain previously reported amounts have been reclassified to conform to the current year presentation. |
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (GAAP) requires management to make estimates and assumptions that affect amounts reported in these financial statements. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash Equivalents: EQM classifies highly-liquid investments with original maturities of three months or less as cash equivalents. Interest earned on cash equivalents is recorded as a reduction to net interest expense on the statements of consolidated operations. |
Accounts Receivables | Accounts Receivables: Trade and other receivables are stated at their historical carrying amount. Judgment is required to assess the ultimate realization of accounts receivable, including assessing the probability of collection and the creditworthiness of customers. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments: EQM categorizes assets and liabilities disclosed at fair value using a three-level fair value hierarchy based on priority of the inputs used in the valuation. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Owing to their short maturity, the carrying values of cash and cash equivalents, accounts receivable, amounts due to/from related parties and accounts payable are assumed to approximate fair value; as such, their fair values are Level 1 fair value measurements. Interest rates on credit facility borrowings are based on prevailing market rates, so the carrying values of the credit facility borrowings approximate fair value and the fair values are Level 1 fair value measurements. As EQM's senior notes are not actively traded, their fair values are estimated using an income approach model that applies a discount rate based on prevailing market rates for debt with similar remaining time-to-maturity and credit risk; as such, their fair values are Level 2 fair value measurements. See Note 10 . The fair value of the Preferred Interest is estimated using an income approach model that applies a discount rate based on prevailing market rates and is a Level 3 fair value measurement. |
Property, Plant and Equipment | Property, Plant and Equipment: EQM's property, plant and equipment are stated at depreciated cost. Maintenance projects that do not increase the overall life of the related assets are expensed as incurred. Expenditures that extend the useful life of the asset are capitalized. EQM capitalized internal costs of $54.4 million , $46.5 million and $53.2 million in the years ended December 31, 2018 , 2017 and 2016 , respectively. EQM capitalized interest, including the debt component of allowance for funds used during construction (AFUDC), of $12.6 million , $4.7 million and $9.4 million in the years ended December 31, 2018 , 2017 and 2016 , respectively. The following table summarizes EQM's property, plant and equipment. December 31, 2018 2017 (Thousands) Gathering assets $ 4,387,908 $ 3,642,937 Accumulated depreciation (247,720 ) (153,791 ) Net gathering assets 4,140,188 3,489,146 Transmission and storage assets 1,785,157 1,674,080 Accumulated depreciation (286,693 ) (248,474 ) Net transmission and storage assets 1,498,464 1,425,606 Water services assets 194,465 193,825 Accumulated depreciation (26,489 ) (3,363 ) Net water services assets 167,976 190,462 Net other property, plant and equipment — 5,625 Net property, plant and equipment $ 5,806,628 $ 5,110,839 Depreciation is recorded using composite rates on a straight-line basis over the estimated useful life of the asset. The average depreciation rates for the years ended December 31, 2018 , 2017 and 2016 were 2.7% , 1.8% and 2.2% , respectively. EQM estimates that gathering and transmission pipelines have useful lives of 20 years to 65 years and compression equipment has useful lives of 20 years to 50 years . EQM estimates that water pipelines, pumping stations and impoundment facilities have useful lives of 10 years to 15 years. As circumstances warrant, depreciation estimates are reviewed to determine if any changes in the underlying assumptions are necessary. EQM re-evaluates depreciation rates for its regulated property, plant and equipment each time it files with the FERC for a change in transmission and storage rates. Impairment of Long-lived Assets. Whenever events or changes in circumstances indicate that the carrying value of its long-lived assets may not be recoverable, EQM reviews its long-lived assets for impairment by first comparing the carrying value of the asset to the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the assets. If the carrying value exceeds the sum of the undiscounted cash flows, EQM estimates and recognizes an impairment loss equal to the difference between the carrying value and fair value of the assets. During the fourth quarter of 2018, a triggering event occurred as a result of EQM's annual goodwill impairment evaluation, which required EQM to perform a recoverability test on its long-lived assets. No impairment was recorded as a result of the recoverability test. |
Intangible Assets and Goodwill | Goodwill: Goodwill is the total consideration of an acquisition less the fair value of the identifiable, acquired net assets. As a result of the Drop-Down Transaction and the EQM-RMP Merger, EQM recorded goodwill to two reporting units within the Gathering segment. During the fourth quarter of 2018, the accounting for the acquisition of the Rice Merger was finalized, which resulted in an increase to EQM's goodwill balance of approximately $0.9 million . See Note 2 for further information. Goodwill is evaluated for impairment at least annually and whenever events or changes in circumstance indicate that the fair value of a reporting unit is less than its carrying amount. EQM may perform either a qualitative or quantitative assessment of potential impairment. EQM's qualitative assessment of potential impairment may result in the determination that a quantitative impairment analysis is not necessary. Under this elective process, EQM assesses qualitative factors to determine whether the existence of events or circumstances leads EQM to determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If after assessing the totality of events or circumstances, EQM determines it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then performing a quantitative analysis is not required. However, if EQM concludes otherwise, then it performs a quantitative impairment analysis. If EQM chooses not to perform a qualitative assessment, or if it chooses to perform a qualitative assessment but is unable to qualitatively conclude that no impairment has occurred, then EQM will perform a quantitative evaluation. In the case of a quantitative assessment, EQM estimates the fair value of the reporting unit with which the goodwill is associated and compares it to the carrying value. If the estimated fair value of a reporting unit is less than its carrying value, an impairment charge is recognized for the excess of the reporting unit's carrying value over its fair value. The two reporting units to which the EQM's goodwill is recorded are (i) Rice Retained Midstream, which comprises the Ohio gathering assets acquired in the Rice Merger and (ii) RMP PA Gas Gathering, which comprises the Pennsylvania gathering assets acquired the Rice Merger. Rice Retained Midstream and RMP PA Gas Gathering earn a substantial portion of their revenues from volumetric-based fees, which are sensitive to changes in their customers' development plans. Following the third quarter of 2018 and prior to the Separation, EQM identified impairment indicators in the form of production curtailments announced by a primary customer of the Rice Retained Midstream and RMP PA Gas Gathering reporting units that could reduce volumetric-based fee revenues of those reporting units. In estimating the fair value of its reporting units, EQM used a combination of the income approach and the market approach. EQM used the income approach’s discounted cash flow method, which applies significant inputs not observable in the public market (Level 3), including estimates and assumptions related to future throughput volumes, operating costs, capital spending and changes in working capital. EQM used the market approach’s comparable company method and reference transaction method. The comparable company method evaluates the value of a company using metrics of other businesses of similar size and industry. The reference transaction method evaluates the value of a company based on pricing multiples derived from similar transactions entered into by similar companies. For the year ended December 31, 2018, EQM determined that the fair value of the Rice Retained Midstream reporting unit was greater than its carrying value; however, the carrying value of the RMP PA Gas Gathering reporting unit exceeded its fair value. Intangible Assets: Intangible assets are recorded under the acquisition method of accounting at their estimated fair values at the acquisition date, which are calculated as the present value of estimated future cash flows using a risk-adjusted discount rate. As a result of the Drop-Down Transaction, EQM 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. |
Investment in Unconsolidated Entity and Preferred Interest | Investment in Unconsolidated Entity: EQM reviews the carrying value of its investments in unconsolidated entities for impairment whenever events or changes in circumstances indicate that the carrying value may have declined in value. The impairment review involves comparing the investment's carrying value to its estimated fair value. If the carrying value exceeds the estimated fair value, EQM estimates and recognizes an impairment loss equal to the difference between the investment's carrying value and fair value. Preferred Interest. EQT Energy Supply, LLC, a subsidiary of EQT (EES), generates revenue by providing services to a local distribution company. Upon EQM's acquisition of the preferred interest in EES (the Preferred Interest) in April 2015 and through October 2016, the Preferred Interest was treated as a cost method investment for accounting purposes. In October 2016, the EES operating agreement was amended to provide for mandatory redemption of the Preferred Interest at the end of the preference period, which is expected to be December 31, 2034. As a result of the amendment, EQM's investment in EES converted from a cost method investment to a note receivable effective October 1, 2016. The change did not affect the carrying value of the instrument but did affect the financial statement classification and presentation of distributions from EES. Distributions from EES received prior to the amendment were included in other income in EQM's statements of consolidated operations; distributions received after the amendment are recorded partly as a reduction to the Preferred Interest and partly as interest income, which is included in net interest expense in EQM's statements of consolidated comprehensive income. |
Unamortized Debt Discount and Issuance Expense | Unamortized Debt Discount and Issuance Costs. EQM amortizes debt discounts and issuance costs over the term of the related borrowing. Costs incurred from the issuance and extension of revolving credit facilities, including EQM's $3 Billion Facility (defined in Note 10) are presented in other assets in the consolidated balance sheets. Debt discounts and issuance costs for all other debt instruments are presented as a reduction to debt in the consolidated balance sheets. |
Natural Gas Imbalances | Gas Imbalances: Gas imbalances occur when the actual amount of gas delivered from a pipeline system or storage facility varies from the amount of gas scheduled for delivery. EQM values gas imbalances due to/from shippers and operators at current index prices. Gas imbalances are settled in-kind, subject to the terms of the FERC tariffs. As of December 31, 2018 and 2017 , gas imbalance receivables of $3.3 million and $5.2 million , respectively, were presented in other current assets, with offsetting amounts recorded to system gas, a component of property, plant and equipment, in the consolidated balance sheets. EQM classifies gas imbalances as current because they are expected to settle within one year. |
Asset Retirement Obligations | Asset Retirement Obligations (AROs): As a result of the EQM-RMP Merger, EQM has AROs related to its water system and to one of its compression stations, for which EQM recorded an associated liability and capitalized a corresponding amount to asset retirement costs. The liability relates to the expected future obligation to dismantle, reclaim and dispose of these assets and 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 AROs are recorded in regulatory and other long-term liabilities in the consolidated balance sheets. The following table presents a reconciliation of the beginning and ending carrying amounts of EQM's AROs. December 31, 2018 2017 (Thousands) AROs at beginning of period $ 9,321 $ — Liabilities assumed at Rice Merger — 9,286 Liabilities incurred 231 — Revisions to estimated liabilities (a) 1,928 — Accretion expense 455 35 AROs at end of period $ 11,935 $ 9,321 (a) Revisions to estimated liabilities reflect changes in retirement cost assumptions and to the estimated timing of liability settlement. EQM is not legally or contractually obligated to restore or dismantle its transmission and storage systems. EQM is legally required to operate and maintain these assets and intends to do so as long as supply and demand for natural gas exists, which EQM expects to continue into the foreseeable future. Therefore, EQM did not have any asset retirement obligations related to its transmission and storage assets as of December 31, 2018 and 2017 . |
Contingencies | Contingencies: EQM is involved in various regulatory and legal proceedings that arise in the ordinary course of business. A liability is recorded when the loss is probable and the amount of loss can be reasonably estimated. EQM considers many factors when making such assessments, including historical knowledge and matter specifics. Estimates are developed through consultation with legal counsel and analysis of the potential results. See Note 14 . |
Regulatory Accounting | Regulatory Accounting: EQM's regulated operations consist of interstate pipeline, intrastate gathering and storage operations subject to regulation by the FERC. Through the rate-setting process, rate regulation allows EQM to recover the costs of providing regulated services plus an allowed return on invested capital. Regulatory accounting allows EQM to defer expenses and income to its consolidated balance sheets as regulatory assets and liabilities when it is probable that those expenses and income will be allowed in the rate-setting process for a period other than the period that they would be reflected in a non-regulated entity's statements of comprehensive income. Regulatory assets and liabilities are recognized in EQM's statements of operations in the period that the underlying expenses and income are reflected in the rates charged to shippers and operators. EQM expects to continue to be subject to rate regulation that will provide for the recovery of deferred costs. See Note 11 . |
Revenue Recognition | Revenue Recognition: See Note 3 . |
Allowance for Funds Used During Construction (AFUDC) | AFUDC: EQM capitalizes the carrying costs of financing the construction of certain long-lived, regulated assets. Such costs are amortized over the asset's estimated useful life and include interest costs (the debt component of AFUDC) and equity costs (the equity component of AFUDC). The debt component of AFUDC is recorded as a reduction to net interest expense in the statements of consolidated operations, and the equity component of AFUDC is recorded in other income in the statements of consolidated operations. The debt component of AFUDC for the years ended December 31, 2018 , 2017 and 2016 was $1.0 million , $0.8 million and $2.4 million , respectively, and the equity component of AFUDC for the years ended December 31, 2018 , 2017 and 2016 was $5.6 million , $5.1 million and $19.4 million , respectively. |
Equity-Based Compensation | Equity-Based Compensation: EQM awarded share-based compensation in connection with the EQT Midstream Services, LLC 2012 Long-Term Incentive Plan. The EQM share-based awards are paid in EQM common units; as such, EQM treats the awards as equity awards. The awards are recorded at fair value based on the published market price on the grant date. See Note 9 . |
Net Income per Limited Partner Unit | Net Income per Limited Partner Unit : Net income per limited partner unit is calculated utilizing the two-class method by dividing the limited partner interest in net income by the weighted average number of limited partner units outstanding during the period. EQM's net income is allocated to the general partner and limited partners in accordance with their respective ownership percentages. Any common units issued during the period are included on a monthly weighted-average basis for the periods in which they were outstanding. Diluted net income per limited partner unit reflects the potential dilution that could occur if securities or agreements to issue common units, such as awards under the long-term incentive plan, were exercised, settled or converted into EQM common units. When it is determined that potential common units resulting from an award subject to performance or market conditions should be included in the diluted net income per limited partner unit calculation, the impact is reflected by applying the treasury stock method. Net income attributable to the October 2016 Acquisition, the Drop-Down Transaction and the EQM-RMP Merger for the periods prior to October 1, 2016, 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 unitholders. The phantom units granted to the independent directors of the EQM General Partner will be paid in common units upon a director's termination of service on the EQM General Partner's Board of Directors. |
Income Taxes | Income Taxes: For federal and state income tax purposes, all income, expenses, gains, losses and tax credits generated flow through to EQM's unitholders; accordingly, there is no provision for income taxes for EQM. Net income for financial statement purposes may differ significantly from taxable income of unitholders because of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements under EQM's partnership agreement. The aggregate difference in the basis of EQM's net assets for financial and tax reporting purposes cannot be readily determined because information regarding each partner's tax attributes is not available to EQM. See Note 11. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards: In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No. 2014-09, Revenue from Contracts with Customers . The standard requires entities 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 standard did not require an adjustment to the opening balance of equity. EQM has implemented processes and controls to review new contracts for appropriate accounting treatment in the context of the standard and to generate disclosures required under the standard. For the disclosures required by the standard, see Note 3 . 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 the accounting for equity investments, the accounting for financial liabilities measured under the fair value option and the presentation and disclosure of 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 entities to record assets and obligations for contracts currently recognized as operating leases. In July 2018, the FASB targeted improvements to ASU 2016-02 through its issuance of ASU No. 2018-11. This update provides entities with an optional transition method, which permits an entity to initially apply the standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The standard also allows for election of transition practical expedients. EQM adopted the standards on January 1, 2019 using the optional transition method of adoption. Adoption of the standards did not require an adjustment to the opening balance of equity. For leases with commencement dates prior to the effective date, EQM elected to apply the package of practical expedients that state (i) an entity need not reassess whether any expired or existing contracts are or contain leases, (ii) an entity need not reassess the lease classification for any expired or existing leases, and (iii) an entity need not reassess initial direct costs for any existing leases. EQM elected not to use hindsight in determining the lease term. Additionally, EQM elected not to assess whether existing or expired land easements that were not previously accounted for as leases under Topic 840 are or contain a lease under Topic 840. The quantitative impacts of the standards are dependent on the leases in force at the time of reporting. As a result, the evaluation of the effect of the standards on the results of operations and liquidity will extend over future periods. However, EQM does not expect the standards to have a significant effect on its results of operations or liquidity in 2019. On January 1, 2019, EQM recognized a right-of-use asset and corresponding lease liability of approximately $3 million on its consolidated balance sheet related to its facilities and compressor operating leases. EQM has no capital leases. Additional disclosures will be required to describe the nature, maturity and amount of EQM's lease liabilities, including the significant assumptions and judgments required to value its lease liabilities, and the accounting policy elections taken. EQM is using 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 is implementing processes and controls to review new lease contracts for appropriate accounting treatment in the context of the standards and to generate disclosures required under the standards, which EQM expects to disclose in its Quarterly Report on Form 10-Q for the first quarter of 2019. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments. The standard amends guidance on reporting credit losses on assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost basis, this standard eliminates the probable initial recognition threshold and, in its place, requires entities to recognize the 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 of the standard that have the contractual right to receive cash. The standard 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 . The standard simplifies the quantitative goodwill impairment test requirements by eliminating the requirement to calculate the implied fair value of goodwill. Instead, an entity would record an impairment charge based on the excess of a reporting unit's carrying value over its fair value. 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 effect on its financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other: Internal-Use Software , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. EQM early-adopted the standard using the prospective method of adoption on January 1, 2019. EQM does not expect the adoption of this standard to have a significant effect on its financial statements. |
Summary of Operations and Sig_3
Summary of Operations and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Property, Plant and Equipment | The following table summarizes EQM's property, plant and equipment. December 31, 2018 2017 (Thousands) Gathering assets $ 4,387,908 $ 3,642,937 Accumulated depreciation (247,720 ) (153,791 ) Net gathering assets 4,140,188 3,489,146 Transmission and storage assets 1,785,157 1,674,080 Accumulated depreciation (286,693 ) (248,474 ) Net transmission and storage assets 1,498,464 1,425,606 Water services assets 194,465 193,825 Accumulated depreciation (26,489 ) (3,363 ) Net water services assets 167,976 190,462 Net other property, plant and equipment — 5,625 Net property, plant and equipment $ 5,806,628 $ 5,110,839 |
Schedule of Intangible Assets | Intangible assets, net as of December 31, 2018 and 2017 are detailed below. December 31, 2018 December 31, 2017 (Thousands) Intangible assets $ 623,200 $ 623,200 Less: accumulated amortization (47,087 ) (5,540 ) Intangible assets, net $ 576,113 $ 617,660 |
Schedule of Change in Asset Retirement Obligations | The following table presents a reconciliation of the beginning and ending carrying amounts of EQM's AROs. December 31, 2018 2017 (Thousands) AROs at beginning of period $ 9,321 $ — Liabilities assumed at Rice Merger — 9,286 Liabilities incurred 231 — Revisions to estimated liabilities (a) 1,928 — Accretion expense 455 35 AROs at end of period $ 11,935 $ 9,321 (a) Revisions to estimated liabilities reflect changes in retirement cost assumptions and to the estimated timing of liability settlement. |
Regulated Revenues Net and Operating Expenses | The following tables present the total regulated operating revenues and expenses and the regulated property, plant and equipment of EQM. Years Ended December 31, 2018 2017 2016 (Thousands) Operating revenues $ 393,911 $ 383,309 $ 343,978 Operating expenses $ 140,832 $ 143,614 $ 114,978 |
Schedule of Regulated Property, Plant and Equipment | As of December 31, 2018 2017 (Thousands) Property, plant and equipment $ 1,900,411 $ 1,787,656 Accumulated depreciation (317,988 ) (278,756 ) Net property, plant and equipment $ 1,582,423 $ 1,508,900 |
Acquisitions and Mergers (Table
Acquisitions and Mergers (Tables) | 12 Months Ended |
Dec. 31, 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, EQM Olympus, Strike Force and EQM WV as of November 13, 2017 through pushdown accounting from EQT, as well as certain measurement period adjustments made subsequent to EQT's initial valuation. Goodwill and Purchase Price Allocation (Thousands) Estimated fair value of RMP, EQM Olympus, Strike Force and EQM WV (a) $ 4,014,984 Estimated Fair Value of Assets Acquired and Liabilities Assumed: Current assets (b) 132,459 Intangible assets (c) 623,200 Property and equipment, net (d) 2,265,900 Other non-current assets 118 Current liabilities (b) (117,124 ) RMP $850 Million Facility (e) (266,000 ) Other non-current liabilities (e) (9,323 ) Total estimated fair value of assets acquired and liabilities assumed 2,629,230 Goodwill as of November 13, 2017 (f) 1,385,754 Impairment of goodwill 261,941 Goodwill as of December 31, 2018 $ 1,123,813 (a) Includes the estimated fair value attributable to noncontrolling interest of $166 million . (b) The fair value of current assets and current liabilities were assumed to approximate their carrying values. (c) 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. (d) The estimated fair value of long-lived property and equipment were determined utilizing estimated replacement cost adjusted for a usage or obsolescence factor. (e) 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. (f) Reflected the value of perceived growth opportunities, synergies and operating leverage anticipated through the acquisition and ownership of the acquired gathering assets as of November 13, 2017. |
Schedule of unaudited pro-forma information | The following unaudited pro forma financial information presents EQM's results as though the Rice Merger had been completed at January 1, 2016. The pro forma financial information has been included for comparative purposes and is not necessarily indicative of the results that might have actually occurred had the Rice Merger taken place on January 1, 2016; furthermore, the financial information is not intended to be a projection of future results. Years Ended December 31, 2017 2016 (Thousands) Pro forma operating revenues $ 1,264,704 $ 997,829 Pro forma net income 781,273 591,616 Pro forma net income (loss) attributable to noncontrolling interests 8,144 (4,588 ) Pro forma net income attributable to EQM 773,129 596,204 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenue Information, by Business Segment | The tables below provide disaggregated revenue information by business segment. Year Ended December 31, 2018 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues $ 447,360 $ 356,725 $ — $ 804,085 Volumetric-based fee revenues 549,710 30,076 — 579,786 Water service revenues — — 111,227 111,227 Total operating revenues $ 997,070 $ 386,801 $ 111,227 $ 1,495,098 Year Ended December 31, 2017 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues $ 407,355 $ 348,193 $ — $ 755,548 Volumetric-based fee revenues 102,612 23,793 — 126,405 Water service revenues — — 13,605 13,605 Total operating revenues $ 509,967 $ 371,986 $ 13,605 $ 895,558 Year Ended December 31, 2016 Gathering Transmission Water Total (Thousands) Firm reservation fee revenues $ 339,237 $ 277,816 $ — $ 617,053 Volumetric-based fee revenues 58,257 56,962 — 115,219 Water service revenues — — — — Total operating revenues $ 397,494 $ 334,778 $ — $ 732,272 |
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 December 31, 2018 . 2019 2020 2021 2022 2023 Thereafter Total (Thousands) Gathering firm reservation fees $ 476,709 $ 552,636 $ 562,635 $ 562,635 $ 562,635 $ 2,273,123 $ 4,990,373 Gathering revenues supported by MVCs 65,700 71,370 71,175 71,175 71,175 65,700 416,295 Transmission firm reservation fees 351,028 343,984 340,218 335,137 295,243 2,178,736 3,844,346 Total $ 893,437 $ 967,990 $ 974,028 $ 968,947 $ 929,053 $ 4,517,559 $ 9,251,014 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Summary of Common and General Partner Units Issued | The following table summarizes EQM's common and general partner units issued and outstanding during the three years ended December 31, 2018 . Limited Partner General Common Units Partner Units Total Balance at January 1, 2016 77,520,181 1,443,015 78,963,196 2014 EQM VDA issuance 19,796 — 19,796 EQM Total Return Program issuance 92,472 — 92,472 $750 Million At the Market Program (a) 2,949,309 — 2,949,309 Balance at December 31, 2016 and 2017 (b) 80,581,758 1,443,015 82,024,773 Common units issued (c) 10,821 — 10,821 Drop-Down Transaction consideration(d) 5,889,282 — 5,889,282 Common units issued with the EQM-RMP Merger (e) 33,975,777 — 33,975,777 Balance at December 31, 2018 120,457,638 1,443,015 121,900,653 (a) During the third quarter of 2015, EQM entered into an equity distribution agreement that established an ATM common unit offering program, pursuant to which a group of managers acting as EQM's sales agents could sell EQM common units having an aggregate offering price of up to $750 million (the $750 million ATM Program). The price per unit represents an average price for all issuances under the $750 million ATM Program in 2016. The underwriters' discount and other offering expenses in the table above include commissions of approximately $2.2 million . EQM used the net proceeds for general partnership purposes. The $750 million ATM program expired in the third quarter of 2018. (b) There were no issuances in 2017. (c) Units issued upon the resignation of a member of EQM General Partner's Board of Directors. (d) In May 2018, EQM completed the Drop-Down Transaction in exchange for an aggregate of 5,889,282 EQM common units and aggregate cash consideration of $1.15 billion , subject to working capital adjustments. See Note 2 for further information. (e) In July 2018, EQM completed the EQM-RMP Merger. 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. See Note 2 for further information. |
Financial Information by Busi_2
Financial Information by Business Segment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Revenue from External Customers (Including Affiliates), Operating Income, and Reconciliation of Operating Income to Net Schedule of Revenue from External Customers (Including Affiliates), Operating Income, and Reconciliation of Operating Income to Net Income | Years Ended December 31, 2018 2017 2016 (Thousands) Revenues from external customers (including affiliates): Gathering $ 997,070 $ 509,967 $ 397,494 Transmission 386,801 371,986 334,778 Water 111,227 13,605 — Total operating revenues $ 1,495,098 $ 895,558 $ 732,272 Operating income: Gathering (a) $ 423,407 $ 369,093 $ 289,643 Transmission 265,579 247,467 238,213 Water 37,667 4,145 — Total operating income $ 726,653 $ 620,705 $ 527,856 Reconciliation of operating income to net income: Equity income (b) 61,778 22,171 9,898 Other income 5,011 4,439 27,113 Net interest expense 122,094 36,955 16,766 Income tax expense — — 10,147 Net income $ 671,348 $ 610,360 $ 537,954 (a) Impairment of goodwill of $261.9 million was included in Gathering operating income for 2018. See Note 1 for further information. (b) Equity income is included in the Transmission segment. As of December 31, 2018 2017 2016 (Thousands) Segment assets: Gathering $ 6,011,654 $ 5,656,094 $ 1,292,713 Transmission (a) 3,066,659 1,947,566 1,413,631 Water 237,602 208,273 — Total operating segments 9,315,915 7,811,933 2,706,344 Headquarters, including cash 140,206 186,902 369,496 Total assets $ 9,456,121 $ 7,998,835 $ 3,075,840 |
Schedule of Segment Assets | As of December 31, 2018 2017 2016 (Thousands) Segment assets: Gathering $ 6,011,654 $ 5,656,094 $ 1,292,713 Transmission (a) 3,066,659 1,947,566 1,413,631 Water 237,602 208,273 — Total operating segments 9,315,915 7,811,933 2,706,344 Headquarters, including cash 140,206 186,902 369,496 Total assets $ 9,456,121 $ 7,998,835 $ 3,075,840 (a) For the year ended December 31, 2018, the equity investment in the MVP Joint Venture is included in the Transmission segment. For the years ended December 31, 2017 and 2016, the equity investment in the MVP Joint Venture was included in the headquarters segment. The prior period amounts have been recast to conform to current presentation. |
Schedule of Depreciation, Amortization, and Expenditures for Segment Assets | Years Ended December 31, 2018 2017 2016 (Thousands) Depreciation: Gathering $ 98,678 $ 44,957 $ 30,422 Transmission 49,723 58,689 32,269 Water 23,513 3,515 — Total $ 171,914 $ 107,161 $ 62,691 Expenditures for segment assets: Gathering $ 717,251 $ 254,522 $ 295,315 Transmission 114,450 111,102 292,049 Water 23,537 6,233 — Total (a) $ 855,238 $ 371,857 $ 587,364 (a) EQM accrues capital expenditures when work has been completed but the associated bills have not yet been paid. These accrued amounts are excluded from capital expenditures on the statements of consolidated cash flows until they are paid in a subsequent period. Accrued capital expenditures were approximately $108.9 million , $90.7 million , $26.7 million and $24.1 million at December 31, 2018 , 2017 , 2016 and 2015 , respectively. On November 13, 2017, as a result of the Rice Merger, EQM assumed $72.3 million of Rice Midstream Holdings accrued capital expenditures. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Summary of Reimbursement Amounts and Affiliate Transactions | The following table summarizes the amounts and categories of expenses for which EQM was obligated to reimburse EQT pursuant to the EQT Omnibus Agreement, the EQT Secondment Agreement and the Operation and Management Services Agreement, as applicable, and the amounts and categories of obligations for which EQT was obligated to indemnify and/or reimburse EQM pursuant to the EQT Omnibus Agreement and the Amended and Restated EQT Omnibus Agreement, as applicable, for the years ended December 31, 2018 , 2017 and 2016 . In addition, the table below summarizes the amounts and categories of expenses for which EQM was obligated to reimburse Equitrans Midstream pursuant to the ETRN Omnibus Agreement and the ETRN Secondment Agreement, as applicable, for the year ended December 31, 2018 . Years Ended December 31, 2018 2017 2016 (Thousands) Reimbursements to EQT Operating and maintenance expense (a) $ 49,778 $ 39,957 $ 33,526 Selling, general and administrative expense (a) $ 81,725 $ 67,424 $ 63,255 Reimbursements to Equitrans Midstream Operating and maintenance expense (a) $ — $ — $ — Selling, general and administrative expense (a) $ 16,335 $ — $ — Reimbursements from EQT (b) Plugging and abandonment $ — $ 4 $ 195 Bare steel replacement $ 3,866 $ 15,704 $ — Other capital reimbursements $ — $ — $ 162 (a) The expenses for which EQM reimbursed EQT and its subsidiaries in the Predecessor Period and Equitrans Midstream and its subsidiaries in the Successor Period may not necessarily reflect the actual expenses that EQM would incur on a stand-alone basis, and EQM is unable to estimate what those expenses would be on a stand-alone basis. These amounts exclude the recast impact of the October 2016 Acquisition, the Drop-Down Transaction and the EQM-RMP Merger as these amounts do not represent reimbursements pursuant to any omnibus agreement. (b) These reimbursements were recorded as capital contributions from EQT. There were no reimbursements from Equitrans Midstream in the Successor period. Summary of Related Party Transactions . The following table summarizes related party transactions for the years ended December 31, 2018 , 2017 and 2016 . Years Ended December 31, 2018 2017 2016 (Thousands) Operating revenues (a) $ 1,111,289 $ 665,939 $ 551,353 Operating and maintenance expense (b) 49,778 40,204 34,179 Selling, general and administrative expense (b) 98,060 72,592 67,345 Transaction costs (c) 7,761 — — Equity income 61,778 22,171 9,898 Other income from Preferred Interest — — 8,293 Interest income on Preferred Interest (see Note 1) 6,578 6,818 1,740 Principal payments received on Preferred Interest (see Note 1) 4,406 4,166 1,024 Distributions to EQM General Partner (d) 361,575 235,167 169,438 Capital contributions from EQT 3,866 15,463 602 Net contributions from/(distributions to) EQT $ 3,001 $ 29,711 $ 20,234 (a) 2018 operating revenues represents revenues with EQT for all years presented. (b) The expenses for which EQM reimbursed EQT and its subsidiaries in the Predecessor period and Equitrans Midstream and its subsidiaries in the Successor period may not necessarily reflect the actual expenses that EQM would incur on a stand-alone basis, and EQM is unable to estimate what those expenses would be on a stand-alone basis. These amounts exclude the recast impact of the October 2016 Acquisition, the Drop-Down Transaction and the EQM-RMP Merger as these amounts do not represent reimbursements pursuant to the omnibus agreement. (c) For the year ended December 31, 2018, EQT allocated $7.8 million in transaction costs to EQM related to the EQM-RMP Merger and the Drop-Down Transaction. (d) The distributions to the EQM General Partner are based on the period to which the distributions relate and not the period in which the distributions were declared and paid. For example, for the year ended December 31, 2018 , total distributions to the EQM General Partner included the cash distribution declared on January 16, 2019 related to the fourth quarter of 2018 of $1.13 per common unit and the amounts related to its general partner interest and IDRs. The following table summarizes related party balances as of December 31, 2018 and 2017 . As of December 31, 2018 2017 (Thousands) Accounts receivable – related party $ 174,767 $ 158,720 Due to related party 78,465 33,919 Investment in unconsolidated entity 1,510,289 460,546 Preferred Interest in EES (see Note 1 and Note 7) $ 114,720 $ 119,127 |
Investment in Unconsolidated _2
Investment in Unconsolidated Entity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The following tables summarize the audited financial statements of the MVP Joint Venture. Consolidated Balance Sheets As of December 31, 2018 2017 (Thousands) Current assets $ 687,657 $ 330,271 Noncurrent assets 3,223,220 747,728 Total assets $ 3,910,877 $ 1,077,999 Current liabilities $ 617,355 $ 65,811 Equity 3,293,522 1,012,188 Total liabilities and equity $ 3,910,877 $ 1,077,999 Statements of Consolidated Operations Years Ended December 31, 2018 2017 2016 (Thousands) AFUDC - equity $ 91,056 $ 32,054 $ 16,315 Net interest income 44,786 16,674 5,206 Net income $ 135,842 $ 48,728 $ 21,521 |
Cash Distributions (Tables)
Cash Distributions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of Cash Distributions to Unitholders | If for any quarter EQM has distributed available cash from operating surplus to the common unitholders in an amount equal to EQM's minimum quarterly distribution; then, EQM will distribute any additional available cash from operating surplus for that quarter among the unitholders and the EQM General Partner in the following manner: Total Quarterly Marginal Percentage Interest in Distributions Unit Target Amount Unitholders General Partner Minimum Quarterly Distribution $0.35 98.2% 1.8% First Target Distribution Above $0.3500 up to $0.4025 98.2% 1.8% Second Target Distribution Above $0.4025 up to $0.4375 85.2% 14.8% Third Target Distribution Above $0.4375 up to $0.5250 75.2% 24.8% Thereafter Above $0.5250 50.2% 49.8% |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt | The following table presents EQM's outstanding debt as of December 31, 2018 and 2017 . December 31, 2018 December 31, 2017 Principal Carrying Value (a) Fair (b) Principal Carrying Value (a) Fair (b) (Thousands) $3 Billion Facility $ 625,000 $ 625,000 $ 625,000 $ 180,000 $ 180,000 $ 180,000 RMP $850 Million Facility — — — 286,000 286,000 286,000 4.00% Senior Notes due 2024 500,000 495,708 479,950 500,000 494,939 504,110 4.125% Senior Notes due 2026 500,000 493,264 454,200 500,000 492,413 501,990 4.75% Senior Notes due 2023 1,100,000 1,089,742 1,099,890 — — — 5.50% Senior Notes due 2028 850,000 839,302 841,526 — — — 6.50% Senior Notes due 2048 550,000 538,623 549,566 — — — Total debt $ 4,125,000 $ 4,081,639 $ 4,050,132 $ 1,466,000 $ 1,453,352 $ 1,472,100 (a) Carrying value of the senior notes represents principal amount less unamortized debt issuance costs and debt discounts. (b) See Note 1 for a discussion of fair value measurements. |
Regulatory Assets and Liabili_2
Regulatory Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Regulatory Assets and Liabilities Disclosure [Abstract] | |
Schedule of Regulatory Assets | Regulatory assets and regulatory liabilities are included in other assets and other long-term liabilities, respectively, in the accompanying consolidated balance sheets. As of December 31, 2018 2017 (Thousands) Regulatory assets: Deferred taxes (a) $ 12,232 $ 13,076 Other recoverable costs (b) 4,312 4,754 Total regulatory assets $ 16,544 $ 17,830 Regulatory liabilities: Deferred taxes (a) $ 10,119 $ 10,488 On-going post-retirement benefits other than pensions (c) 10,132 7,724 Other reimbursable costs 1,082 860 Total regulatory liabilities $ 21,333 $ 19,072 (a) The regulatory asset for deferred taxes primarily related to deferred income taxes recoverable through future rates on a historical deferred tax position and the equity component of AFUDC. The regulatory liability for deferred taxes relates to a revaluation of the historical difference between the regulatory and tax bases of regulated property, plant and equipment. EQM expects to recover the amortization of the deferred tax positions ratably over the corresponding life of the underlying assets that created the differences. Taxes on the equity component of AFUDC and the offsetting deferred income taxes will be collected through rates over the depreciable lives of the long-lived assets to which they relate. (b) Regulatory assets associated with other recoverable costs primarily related to the costs associated with the pension termination discussed in Note 15 . (c) EQM defers expenses for on-going post-retirement benefits other than pensions which are subject to recovery in approved rates. The regulatory liability reflects lower cumulative actuarial expenses than the amounts recovered through rates. |
Schedule of Regulatory Liabilities | Regulatory assets and regulatory liabilities are included in other assets and other long-term liabilities, respectively, in the accompanying consolidated balance sheets. As of December 31, 2018 2017 (Thousands) Regulatory assets: Deferred taxes (a) $ 12,232 $ 13,076 Other recoverable costs (b) 4,312 4,754 Total regulatory assets $ 16,544 $ 17,830 Regulatory liabilities: Deferred taxes (a) $ 10,119 $ 10,488 On-going post-retirement benefits other than pensions (c) 10,132 7,724 Other reimbursable costs 1,082 860 Total regulatory liabilities $ 21,333 $ 19,072 (a) The regulatory asset for deferred taxes primarily related to deferred income taxes recoverable through future rates on a historical deferred tax position and the equity component of AFUDC. The regulatory liability for deferred taxes relates to a revaluation of the historical difference between the regulatory and tax bases of regulated property, plant and equipment. EQM expects to recover the amortization of the deferred tax positions ratably over the corresponding life of the underlying assets that created the differences. Taxes on the equity component of AFUDC and the offsetting deferred income taxes will be collected through rates over the depreciable lives of the long-lived assets to which they relate. (b) Regulatory assets associated with other recoverable costs primarily related to the costs associated with the pension termination discussed in Note 15 . (c) EQM defers expenses for on-going post-retirement benefits other than pensions which are subject to recovery in approved rates. The regulatory liability reflects lower cumulative actuarial expenses than the amounts recovered through rates. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Summary of Components of Income Tax Expense | The components of income tax expense for the year ended December 31, 2016 are as follows: (Thousands) Current: Federal $ 886 State 487 Subtotal 1,373 Deferred: Federal 8,302 State 472 Subtotal 8,774 Total $ 10,147 |
Summary of Income Tax Expense (Benefit) | Income tax expense for the year ended December 31, 2016 differed from amounts computed at the federal statutory rate of 35% on pre-tax book income from continuing operations as follows: (Thousands) Tax at statutory rate $ 191,835 Partnership income not subject to income taxes (182,455 ) State income taxes 623 Regulatory assets 132 Other 12 Income tax expense (benefit) $ 10,147 Effective tax rate 1.9 % |
Interim Financial Information_2
Interim Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Operating Results | The following quarterly summary of operating results for the years ended December 31, 2018 and 2017 reflects variations due to the seasonal nature of the transmission and storage business. Three Months Ended March 31 June 30 September 30 December 31 (c) (Thousands, except per unit amounts) 2018 (a) Operating revenues $ 371,026 $ 374,697 $ 364,584 $ 384,791 Operating income (loss) 265,798 245,868 233,500 (18,513 ) Net income (loss) 262,843 234,685 209,927 (36,107 ) Net income (loss) attributable to EQM $ 260,350 $ 233,832 $ 209,927 $ (36,107 ) Net income (loss) per limited partner unit: (b) Basic and diluted $ 1.61 $ 1.09 $ 1.14 $ (0.90 ) 2017 (a) Operating revenues $ 203,426 $ 198,966 $ 207,193 $ 285,973 Operating income 145,113 141,092 145,506 188,994 Net income 143,196 139,139 142,938 185,087 Net income attributable to EQM $ 143,196 $ 139,139 $ 142,938 $ 184,353 Net income per limited partner unit: (b) Basic and diluted $ 1.36 $ 1.27 $ 1.28 $ 1.28 (a) As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. (b) Quarterly net income (loss) per limited partner unit amounts are stand-alone calculations and may not be additive to full-year amounts due to rounding and changes in outstanding units. |
Summary of Operations and Sig_4
Summary of Operations and Significant Accounting Policies - Nature of Business (Details) | Dec. 31, 2018Bcf / dinterstate_pipelinecompressor_stationfacilitysystemgas_reserveprimary_assetmihpBcf |
Segment Reporting Information [Line Items] | |
Number of primary assets through which services are provided | primary_asset | 3 |
Number of independent water service systems | system | 2 |
Length of water pipeline | 160 |
Number of fresh water impoundment facilities | facility | 28 |
Gathering System | |
Segment Reporting Information [Line Items] | |
Length of gathering lines (in miles) | 700 |
Firm reservation capacity | Bcf / d | 2.4 |
Compression capacity | hp | 333,000 |
Length of FERC regulated low pressure lines | 1,500 |
Transmission and Storage System | |
Segment Reporting Information [Line Items] | |
Firm reservation capacity | Bcf / d | 4.4 |
Compression capacity | hp | 120,000 |
Length of FERC regulated low pressure lines | 950 |
Number of interstate pipelines connected by FERC-regulated interstate pipeline system | interstate_pipeline | 7 |
Number of compressor units | compressor_station | 41 |
Number of associated natural gas storage reservoirs which supports FERC-regulated interstate pipeline system | gas_reserve | 18 |
Peak withdrawal capability per day of associated natural gas storage reservoirs (in MMcf per day) | Bcf / d | 645 |
Working gas capacity of associated natural gas storage reservoirs (in Bcf) | Bcf | 43 |
Summary of Operations and Sig_5
Summary of Operations and Significant Accounting Policies - Significant Accounting Policies (Details) | Nov. 13, 2017USD ($)segment | Dec. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Nov. 12, 2018segment | Dec. 31, 2018USD ($)segmentshares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($)shares | Dec. 31, 2018USD ($)segment | Jan. 01, 2019USD ($) | Sep. 30, 2018USD ($) | |
Property, Plant and Equipment [Line Items] | |||||||||||
Number of segments | segment | 2 | 2 | 3 | 3 | |||||||
Allowances for doubtful accounts | $ 75,000 | $ 75,000 | $ 75,000 | $ 446,000 | $ 75,000 | ||||||
Capitalized internal costs | 54,400,000 | 46,500,000 | $ 53,200,000 | ||||||||
Interest costs capitalized relative to the gathering assets | $ 12,600,000 | $ 4,700,000 | $ 9,400,000 | ||||||||
Overall rate of depreciation | 2.70% | 1.80% | 2.20% | ||||||||
Estimated useful life | 15 years | ||||||||||
Amortization of intangible assets | [1],[2] | $ 41,547,000 | $ 5,540,000 | $ 0 | |||||||
Estimated annual amortization expense | 41,500,000 | 41,500,000 | 41,500,000 | 41,500,000 | |||||||
Impairment of goodwill | [1],[2] | 261,941,000 | 0 | $ 0 | |||||||
Goodwill | [2] | 1,123,813,000 | 1,123,813,000 | 1,123,813,000 | 1,384,872,000 | 1,123,813,000 | |||||
Gas imbalance receivables | 3,300,000 | 3,300,000 | $ 3,300,000 | $ 5,200,000 | 3,300,000 | ||||||
Phantom unit awards (in shares) | shares | [1] | 99,303,000 | 80,603,000 | 79,367,000 | |||||||
PSUs | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Phantom unit awards (in shares) | shares | 19,249 | 20,959 | 17,196 | ||||||||
Performance Shares and Phantom Share Units | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Potentially dilutive securities (in shares) | shares | 0 | 0 | 20,548 | ||||||||
Interest Expense | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
AFUDC applicable to interest cost | $ 1,000,000 | $ 800,000 | $ 2,400,000 | ||||||||
Other Income | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
AFUDC applicable to equity funds | 5,600,000 | 5,100,000 | $ 19,400,000 | ||||||||
Credit Facility | One Billion Credit Facility | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Credit facility | $ 1,000,000,000 | ||||||||||
May 2018 Acquisition | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Amortization of intangible assets | 41,500,000 | 5,500,000 | |||||||||
Estimated annual amortization expense, 2020 | 41,500,000 | 41,500,000 | 41,500,000 | 41,500,000 | |||||||
Estimated annual amortization expense, 2021 | 41,500,000 | 41,500,000 | 41,500,000 | 41,500,000 | |||||||
Estimated annual amortization expense, 2022 | 41,500,000 | 41,500,000 | 41,500,000 | 41,500,000 | |||||||
Estimated annual amortization expense, 2023 | 41,500,000 | 41,500,000 | 41,500,000 | 41,500,000 | |||||||
EQM-RMP Merger | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Intangible assets | $ 623,200,000 | ||||||||||
Increase in goodwill balance | 900,000 | ||||||||||
Impairment of goodwill | 261,941,000 | 261,900,000 | |||||||||
Goodwill | $ 1,385,800,000 | 1,123,813,000 | 1,123,813,000 | $ 1,123,813,000 | 1,123,813,000 | ||||||
Rice Midstream Partners, LP | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Impairment of goodwill | 261,900,000 | ||||||||||
Minimum | Gathering System | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Estimated useful life | P20Y | ||||||||||
Minimum | Transmission and Storage System | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Estimated useful life | P20Y | ||||||||||
Minimum | Water System | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Estimated useful life | P10Y | ||||||||||
Maximum | Gathering System | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Estimated useful life | P65Y | ||||||||||
Maximum | Transmission and Storage System | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Estimated useful life | P50Y | ||||||||||
Maximum | Water System | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Estimated useful life | P15Y | ||||||||||
Estimate of Fair Value Measurement | Fair Value, Inputs, Level 3 | EES | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Estimated fair value of Preferred Interest | 122,000,000 | 122,000,000 | $ 122,000,000 | 133,000,000 | 122,000,000 | ||||||
Carrying Value | EES | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Estimated fair value of Preferred Interest | 115,000,000 | 115,000,000 | 115,000,000 | 119,000,000 | 115,000,000 | ||||||
Subsequent Event | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Operating lease, right-of-use asset | $ 3,000,000 | ||||||||||
Operating lease, liability | $ 3,000,000 | ||||||||||
Other Current Assets | Carrying Value | EES | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Estimated fair value of Preferred Interest | $ 4,400,000 | $ 4,400,000 | $ 4,400,000 | $ 4,400,000 | $ 4,400,000 | ||||||
[1] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of Allegheny Valley Connector, LLC (AVC), Rager Mountain Storage Company LLC (Rager) and certain gathering assets located in southwestern Pennsylvania and northern West Virginia (the Gathering Assets), which were acquired by EQM effective on October 1, 2016 (collectively, the October 2016 Acquisition), EQM Olympus Midstream LLC (EQM Olympus), Strike Force Midstream Holdings LLC (Strike Force) and EQM West Virginia Midstream LLC (EQM WV), which were acquired by EQM effective on May 1, 2018 (the Drop-Down Transaction), 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 at the time of acquisition. | ||||||||||
[2] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the October 2016 Acquisition, the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. |
Summary of Operations and Sig_6
Summary of Operations and Significant Accounting Policies - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Assets | [1] | $ 6,367,530 | $ 5,516,504 |
Less: accumulated depreciation | [1] | (560,902) | (405,665) |
Net | [1] | 5,806,628 | 5,110,839 |
Gathering System | |||
Property, Plant and Equipment [Line Items] | |||
Assets | 4,387,908 | 3,642,937 | |
Less: accumulated depreciation | (247,720) | (153,791) | |
Net | 4,140,188 | 3,489,146 | |
Transmission and Storage System | |||
Property, Plant and Equipment [Line Items] | |||
Assets | 1,785,157 | 1,674,080 | |
Less: accumulated depreciation | (286,693) | (248,474) | |
Net | 1,498,464 | 1,425,606 | |
Water System | |||
Property, Plant and Equipment [Line Items] | |||
Assets | 194,465 | 193,825 | |
Less: accumulated depreciation | (26,489) | (3,363) | |
Net | 167,976 | 190,462 | |
Other Property, Plant and Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Net | $ 0 | $ 5,625 | |
[1] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the October 2016 Acquisition, the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. |
Summary of Operations and Sig_7
Summary of Operations and Significant Accounting Policies - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Intangible assets | $ 623,200 | $ 623,200 |
Less: accumulated amortization | (47,087) | (5,540) |
Intangible assets, net | $ 576,113 | $ 617,660 |
Summary of Operations and Sig_8
Summary of Operations and Significant Accounting Policies - Schedule of Assets Retirement Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
AROs at beginning of period | $ 9,321 | $ 0 |
Liabilities assumed at Rice Merger | 0 | 9,286 |
Liabilities incurred | 231 | 0 |
Revisions in estimated liabilities | 1,928 | 0 |
Accretion expense | 455 | 35 |
AROs at end of period | $ 11,935 | $ 9,321 |
Summary of Operations and Sig_9
Summary of Operations and Significant Accounting Policies - Schedule of Operating Revenues and Expenses (Details) - EQT Transmission - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Operating revenues | $ 393,911 | $ 383,309 | $ 343,978 |
Operating expenses | $ 140,832 | $ 143,614 | $ 114,978 |
Summary of Operations and Si_10
Summary of Operations and Significant Accounting Policies - Schedule of Regulated Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||
Property, plant and equipment | $ 1,900,411 | $ 1,787,656 |
Accumulated depreciation | (317,988) | (278,756) |
Net property, plant and equipment | $ 1,582,423 | $ 1,508,900 |
Acquisitions and Mergers - Narr
Acquisitions and Mergers - Narrative (Details) $ in Thousands | May 01, 2018USD ($) | Nov. 13, 2017USD ($)reporting_unit | Oct. 13, 2016USD ($) | Jul. 31, 2018shares | May 31, 2018USD ($)shares | Dec. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Sep. 30, 2017 | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jul. 23, 2018 | ||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||||
Goodwill | [1] | $ 1,123,813 | $ 1,123,813 | $ 1,384,872 | $ 1,123,813 | $ 1,384,872 | ||||||||||||||||||
Number of reporting units | reporting_unit | 2 | |||||||||||||||||||||||
Impairment of goodwill | [1],[2] | 261,941 | 0 | $ 0 | ||||||||||||||||||||
Increase in net income related to acquisition adjustment | (36,107) | $ 209,927 | $ 234,685 | $ 262,843 | $ 185,087 | $ 142,938 | $ 139,139 | $ 143,196 | $ 671,348 | [1],[2] | $ 610,360 | [1],[2] | 537,954 | [1],[2] | ||||||||||
Pipelines | ||||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||||
Lease term | 25 years | |||||||||||||||||||||||
Useful life (in years) | 40 years | |||||||||||||||||||||||
Cumulative capital lease depreciation | 25,100 | 25,100 | $ 25,100 | |||||||||||||||||||||
EQM-RMP Merger | ||||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||||
Goodwill | $ 1,385,800 | 1,123,813 | 1,123,813 | 1,123,813 | ||||||||||||||||||||
Increase in goodwill | $ 900 | |||||||||||||||||||||||
Impairment of goodwill | $ 261,941 | $ 261,900 | ||||||||||||||||||||||
Consideration transferred | 4,014,984 | |||||||||||||||||||||||
EQM-RMP Merger | Rice Midstream Partners, LP | ||||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||||
Common share conversion ratio (as a percent | 0.3319 | |||||||||||||||||||||||
Equity interest issued or issuable (in shares) | shares | 34,000,000 | |||||||||||||||||||||||
EQM-RMP Merger | EQT and Subsidiaries | ||||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||||
Increase in goodwill | 900 | |||||||||||||||||||||||
May 2018 Acquisition | ||||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||||
Equity interest issued or issuable (in shares) | shares | 5,889,282 | |||||||||||||||||||||||
Payments to acquire businesses, gross | $ 1,150,000 | |||||||||||||||||||||||
Drop-Down Transaction and EQM-RMP Merger | ||||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||||
Goodwill | $ 1,384,900 | |||||||||||||||||||||||
Strike Force Midstream | ||||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||||
Percentage of voting interests acquired | 25.00% | |||||||||||||||||||||||
Consideration transferred | $ 175,000 | |||||||||||||||||||||||
October 2016 Acquisition | ||||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||||
Consideration transferred | $ 275,000 | |||||||||||||||||||||||
AVC, Rager, the Gathering Assets, NWV Gathering | October 2016 Acquisition | ||||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||||
Membership interest (as a percent) | 100.00% | |||||||||||||||||||||||
EQT Midstream Partners LP | EQM-RMP Merger | EQT and Subsidiaries | ||||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||||
Equity interest issued or issuable (in shares) | shares | 9,544,530 | |||||||||||||||||||||||
Strike Force Midstream | ||||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||||
Membership interest (as a percent) | 100.00% | |||||||||||||||||||||||
Strike Force Midstream | May 2018 Acquisition | Strike Force Midstream Holdings LLC | ||||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||||
Membership interest (as a percent) | 75.00% | |||||||||||||||||||||||
Restatement Adjustment | ||||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||||
Increase in net income related to acquisition adjustment | $ 5,200 | $ 4,200 | ||||||||||||||||||||||
[1] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the October 2016 Acquisition, the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. | |||||||||||||||||||||||
[2] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of Allegheny Valley Connector, LLC (AVC), Rager Mountain Storage Company LLC (Rager) and certain gathering assets located in southwestern Pennsylvania and northern West Virginia (the Gathering Assets), which were acquired by EQM effective on October 1, 2016 (collectively, the October 2016 Acquisition), EQM Olympus Midstream LLC (EQM Olympus), Strike Force Midstream Holdings LLC (Strike Force) and EQM West Virginia Midstream LLC (EQM WV), which were acquired by EQM effective on May 1, 2018 (the Drop-Down Transaction), 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 at the time of acquisition. |
Acquisitions and Mergers - Sche
Acquisitions and Mergers - Schedule Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Nov. 13, 2017 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | ||||||
Goodwill | [1] | $ 1,123,813 | $ 1,123,813 | $ 1,384,872 | ||
Impairment of goodwill | [1],[2] | 261,941 | $ 0 | $ 0 | ||
EQM-RMP Merger | ||||||
Business Acquisition [Line Items] | ||||||
Estimated fair value of RMP, EQM Olympus, Strike Force and EQM WV | $ 4,014,984 | |||||
Current assets | 132,459 | |||||
Intangible assets | 623,200 | |||||
Property and equipment, net | 2,265,900 | |||||
Other non-current assets | 118 | |||||
Current liabilities | (117,124) | |||||
RMP $850 Million Facility | (266,000) | |||||
Other non-current liabilities | (9,323) | |||||
Total estimated fair value of assets acquired and liabilities assumed | 2,629,230 | |||||
Goodwill | 1,385,800 | 1,123,813 | 1,123,813 | |||
Impairment of goodwill | $ 261,941 | $ 261,900 | ||||
Estimated fair value of noncontrolling interest | $ 166,000 | |||||
[1] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the October 2016 Acquisition, the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. | |||||
[2] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of Allegheny Valley Connector, LLC (AVC), Rager Mountain Storage Company LLC (Rager) and certain gathering assets located in southwestern Pennsylvania and northern West Virginia (the Gathering Assets), which were acquired by EQM effective on October 1, 2016 (collectively, the October 2016 Acquisition), EQM Olympus Midstream LLC (EQM Olympus), Strike Force Midstream Holdings LLC (Strike Force) and EQM West Virginia Midstream LLC (EQM WV), which were acquired by EQM effective on May 1, 2018 (the Drop-Down Transaction), 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 at the time of acquisition. |
Acquisitions and Mergers - Sc_2
Acquisitions and Mergers - Schedule of Unaudited Pro-Forrma Information (Details) - Rice Merger Agreement - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Pro forma operating revenues | $ 1,264,704 | $ 997,829 |
Pro forma net income | 781,273 | 591,616 |
Pro forma net income (loss) attributable to noncontrolling interests | 8,144 | (4,588) |
Pro forma net income attributable to EQM | $ 773,129 | $ 596,204 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Narrative (Details) | 12 Months Ended |
Dec. 31, 2018 | |
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 | 11 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 | 12 Months Ended | ||||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Total operating revenues | $ 384,791 | $ 364,584 | $ 374,697 | $ 371,026 | $ 285,973 | $ 207,193 | $ 198,966 | $ 203,426 | $ 1,495,098 | [1],[2] | $ 895,558 | [1],[2] | $ 732,272 | [1],[2] |
Firm reservation fee revenues | ||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Total operating revenues | 804,085 | 755,548 | 617,053 | |||||||||||
Volumetric-based fee revenues | ||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Total operating revenues | 579,786 | 126,405 | 115,219 | |||||||||||
Gathering | ||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Total operating revenues | 997,070 | 509,967 | 397,494 | |||||||||||
Gathering | Firm reservation fee revenues | ||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Total operating revenues | 447,360 | 407,355 | 339,237 | |||||||||||
Gathering | Volumetric-based fee revenues | ||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Total operating revenues | 549,710 | 102,612 | 58,257 | |||||||||||
Transmission | ||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Total operating revenues | 386,801 | 371,986 | 334,778 | |||||||||||
Transmission | Firm reservation fee revenues | ||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Total operating revenues | 356,725 | 348,193 | 277,816 | |||||||||||
Transmission | Volumetric-based fee revenues | ||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Total operating revenues | 30,076 | 23,793 | 56,962 | |||||||||||
Water | ||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Total operating revenues | 111,227 | 13,605 | 0 | |||||||||||
Water | Firm reservation fee revenues | ||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Total operating revenues | 0 | 0 | 0 | |||||||||||
Water | Volumetric-based fee revenues | ||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Total operating revenues | $ 0 | $ 0 | $ 0 | |||||||||||
[1] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of Allegheny Valley Connector, LLC (AVC), Rager Mountain Storage Company LLC (Rager) and certain gathering assets located in southwestern Pennsylvania and northern West Virginia (the Gathering Assets), which were acquired by EQM effective on October 1, 2016 (collectively, the October 2016 Acquisition), EQM Olympus Midstream LLC (EQM Olympus), Strike Force Midstream Holdings LLC (Strike Force) and EQM West Virginia Midstream LLC (EQM WV), which were acquired by EQM effective on May 1, 2018 (the Drop-Down Transaction), 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 at the time of acquisition. | |||||||||||||
[2] | approximately $1.1 billion, $665.9 million and $551.4 million for the years ended December 31, 2018, 2017 and 2016, respectively. See Note 6. |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Summary of Remaining Performance Obligations (Details) $ in Thousands | Dec. 31, 2018USD ($) |
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 | $ 893,437 |
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 | 967,990 |
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 | 974,028 |
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 | 968,947 |
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 | 929,053 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | 4,517,559 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | 9,251,014 |
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 | $ 351,028 |
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 | $ 343,984 |
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 | $ 340,218 |
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 | $ 335,137 |
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 | $ 295,243 |
Remaining performance obligations, expected timing | 1 year |
Transmission | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 2,178,736 |
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 | $ 3,844,346 |
Gathering firm reservation fees | 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 | $ 476,709 |
Remaining performance obligations, expected timing | 1 year |
Gathering firm reservation fees | 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 | $ 552,636 |
Remaining performance obligations, expected timing | 1 year |
Gathering firm reservation fees | 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 | $ 562,635 |
Remaining performance obligations, expected timing | 1 year |
Gathering firm reservation fees | 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 | $ 562,635 |
Remaining performance obligations, expected timing | 1 year |
Gathering firm reservation fees | 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 | $ 562,635 |
Remaining performance obligations, expected timing | 1 year |
Gathering firm reservation fees | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 2,273,123 |
Remaining performance obligations, expected timing | |
Gathering firm reservation fees | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 4,990,373 |
Gathering revenues supported by MVCs | 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 |
Gathering revenues supported by MVCs | 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 |
Gathering revenues supported by MVCs | 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 |
Gathering revenues supported by MVCs | 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 |
Gathering revenues supported by MVCs | 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 | $ 71,175 |
Remaining performance obligations, expected timing | 1 year |
Gathering revenues supported by MVCs | Gathering | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total | $ 65,700 |
Remaining performance obligations, expected timing | |
Gathering revenues supported by MVCs | 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 - Schedule of Common, Su
Equity - Schedule of Common, Subordinated and General Partner Units (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jul. 31, 2018 | May 31, 2018 | Feb. 29, 2016 | Dec. 31, 2015 | Dec. 31, 2018 | Dec. 31, 2016 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Beginning balance (in shares) | 82,024,773 | 78,963,196 | ||||
Common units issued (in shares) | 10,821 | 19,796 | ||||
Common units issued (in shares) | 2,949,309 | |||||
Acquisition consideration (in shares) | 5,889,282 | |||||
Ending balance (in shares) | 78,963,196 | 121,900,653 | 82,024,773 | |||
At the market program | $ 750 | |||||
Commissions | $ 2.2 | |||||
May 2018 Acquisition | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Common units (in shares) | 5,889,282 | |||||
Aggregate cash consideration | $ 1,150 | |||||
EQM-RMP Merger | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Common units issued (in shares) | 33,975,777 | |||||
Limited Partner Units Common | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Beginning balance (in shares) | 80,581,758 | 77,520,181 | ||||
Common units issued (in shares) | 19,796 | 10,821 | 19,796 | |||
Common units issued (in shares) | 2,949,309 | |||||
Acquisition consideration (in shares) | 5,889,282 | |||||
Ending balance (in shares) | 77,520,181 | 120,457,638 | 80,581,758 | |||
Limited Partner Units Common | EQM-RMP Merger | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Common units issued (in shares) | 33,975,777 | |||||
General Partner Units | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Beginning balance (in shares) | 1,443,015 | 1,443,015 | ||||
Common units issued (in shares) | 0 | 0 | ||||
Common units issued (in shares) | 0 | |||||
Acquisition consideration (in shares) | 0 | |||||
Ending balance (in shares) | 1,443,015 | 1,443,015 | 1,443,015 | |||
General Partner Units | EQM-RMP Merger | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Common units issued (in shares) | 0 | |||||
EQM Total Return Programs | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Common units issued (in shares) | 92,472 | |||||
EQM Total Return Programs | Limited Partner Units Common | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Common units issued (in shares) | 92,472 | 92,472 | ||||
EQM Total Return Programs | General Partner Units | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Common units issued (in shares) | 0 | |||||
Rice Midstream Partners, LP | EQM-RMP Merger | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Common units (in shares) | 34,000,000 | |||||
EQT Midstream Partners LP | EQT and Subsidiaries | EQM-RMP Merger | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Common units (in shares) | 9,544,530 | |||||
EQT Midstream Partners LP | EQT and Subsidiaries | Limited Partner Units Common | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Acquisition consideration (in shares) | 15,433,812 |
Equity - Narrative (Details)
Equity - Narrative (Details) - shares | 1 Months Ended | 12 Months Ended | |||
Feb. 29, 2016 | Dec. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2015 | |
Class of Stock [Line Items] | |||||
Common units issued (in shares) | 10,821 | 19,796 | |||
Common units outstanding (in shares) | 80,581,758 | 80,581,758 | |||
General partner units outstanding (in shares) | 121,900,653 | 82,024,773 | 82,024,773 | 78,963,196 | |
Common units outstanding (in shares) | 5,889,282 | ||||
EQT and Subsidiaries | EQT GP Holdings LP | |||||
Class of Stock [Line Items] | |||||
Ownership interest (as a percent) | 100.00% | ||||
EQM Total Return Programs | |||||
Class of Stock [Line Items] | |||||
Common units issued (in shares) | 92,472 | ||||
Limited Partner Units Common | |||||
Class of Stock [Line Items] | |||||
Common units issued (in shares) | 19,796 | 10,821 | 19,796 | ||
General partner units outstanding (in shares) | 120,457,638 | 80,581,758 | 80,581,758 | 77,520,181 | |
Common units outstanding (in shares) | 5,889,282 | ||||
Limited Partner Units Common | EQT Midstream Partners LP | EQT GP Holdings LP | |||||
Class of Stock [Line Items] | |||||
Common units outstanding (in shares) | 21,811,643 | ||||
Partner interest (as a percent) | 17.90% | ||||
Limited Partner Units Common | EQT Midstream Partners LP | EQT and Subsidiaries | |||||
Class of Stock [Line Items] | |||||
Partner interest (as a percent) | 12.70% | ||||
Common units outstanding (in shares) | 15,433,812 | ||||
Limited Partner Units Common | EQT GP Holdings LP | EQT and Subsidiaries | |||||
Class of Stock [Line Items] | |||||
Partner interest (as a percent) | 96.10% | ||||
Limited Partner Units Common | EQM Total Return Programs | |||||
Class of Stock [Line Items] | |||||
Common units issued (in shares) | 92,472 | 92,472 | |||
General Partner | |||||
Class of Stock [Line Items] | |||||
Common units issued (in shares) | 0 | 0 | |||
General partner units outstanding (in shares) | 1,443,015 | 1,443,015 | 1,443,015 | 1,443,015 | |
Common units outstanding (in shares) | 0 | ||||
General Partner | EQT Midstream Partners LP | EQT GP Holdings LP | |||||
Class of Stock [Line Items] | |||||
General partner units outstanding (in shares) | 1,443,015 | ||||
Ownership interest (as a percent) | 1.20% | ||||
General Partner | EQM Total Return Programs | |||||
Class of Stock [Line Items] | |||||
Common units issued (in shares) | 0 |
Financial Information by Busi_3
Financial Information by Business Segment - Narrative (Details) | Nov. 13, 2017segment | Nov. 12, 2018segment | Dec. 31, 2018business_linesegment | Dec. 31, 2018segment |
Segment Reporting [Abstract] | ||||
Number of segments | segment | 2 | 2 | 3 | 3 |
Number of lines of business | business_line | 3 |
Financial Information by Busi_4
Financial Information by Business Segment - Schedule of Revenue from External Customers (Including Affiliates) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||||
Revenues from external customers (including affiliates): | |||||||||||||||
Total operating revenues | $ 384,791 | $ 364,584 | $ 374,697 | $ 371,026 | $ 285,973 | $ 207,193 | $ 198,966 | $ 203,426 | $ 1,495,098 | [1],[2] | $ 895,558 | [1],[2] | $ 732,272 | [1],[2] | |
Operating income: | |||||||||||||||
Total operating income | (18,513) | 233,500 | 245,868 | 265,798 | 188,994 | 145,506 | 141,092 | 145,113 | 726,653 | [1] | 620,705 | [1] | 527,856 | [1] | |
Reconciliation of operating income to net income: | |||||||||||||||
Equity income | [1],[3],[4] | 61,778 | 22,171 | 9,898 | |||||||||||
Other income | 5,011 | 4,439 | 27,113 | ||||||||||||
Net interest expense | [1],[5] | 122,094 | 36,955 | 16,766 | |||||||||||
Income tax expense | [1] | 0 | 0 | 10,147 | |||||||||||
Net income | (36,107) | $ 209,927 | $ 234,685 | $ 262,843 | $ 185,087 | $ 142,938 | $ 139,139 | $ 143,196 | 671,348 | [1],[3] | 610,360 | [1],[3] | 537,954 | [1],[3] | |
Impairment of goodwill | [1],[3] | 261,941 | 0 | 0 | |||||||||||
Gathering | |||||||||||||||
Revenues from external customers (including affiliates): | |||||||||||||||
Total operating revenues | 997,070 | 509,967 | 397,494 | ||||||||||||
Transmission | |||||||||||||||
Revenues from external customers (including affiliates): | |||||||||||||||
Total operating revenues | 386,801 | 371,986 | 334,778 | ||||||||||||
Water | |||||||||||||||
Revenues from external customers (including affiliates): | |||||||||||||||
Total operating revenues | 111,227 | 13,605 | 0 | ||||||||||||
Operating Segments | |||||||||||||||
Revenues from external customers (including affiliates): | |||||||||||||||
Total operating revenues | 1,495,098 | 895,558 | 732,272 | ||||||||||||
Operating income: | |||||||||||||||
Total operating income | 726,653 | 620,705 | 527,856 | ||||||||||||
Operating Segments | Gathering | |||||||||||||||
Revenues from external customers (including affiliates): | |||||||||||||||
Total operating revenues | 997,070 | 509,967 | 397,494 | ||||||||||||
Operating income: | |||||||||||||||
Total operating income | 423,407 | 369,093 | 289,643 | ||||||||||||
Operating Segments | Transmission | |||||||||||||||
Revenues from external customers (including affiliates): | |||||||||||||||
Total operating revenues | 386,801 | 371,986 | 334,778 | ||||||||||||
Operating income: | |||||||||||||||
Total operating income | 265,579 | 247,467 | 238,213 | ||||||||||||
Operating Segments | Water | |||||||||||||||
Revenues from external customers (including affiliates): | |||||||||||||||
Total operating revenues | 111,227 | 13,605 | 0 | ||||||||||||
Operating income: | |||||||||||||||
Total operating income | $ 37,667 | $ 4,145 | $ 0 | ||||||||||||
Rice Midstream Partners, LP | |||||||||||||||
Reconciliation of operating income to net income: | |||||||||||||||
Impairment of goodwill | 261,900 | ||||||||||||||
Rice Midstream Partners, LP | Gathering | |||||||||||||||
Reconciliation of operating income to net income: | |||||||||||||||
Impairment of goodwill | $ 261,900 | ||||||||||||||
[1] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of Allegheny Valley Connector, LLC (AVC), Rager Mountain Storage Company LLC (Rager) and certain gathering assets located in southwestern Pennsylvania and northern West Virginia (the Gathering Assets), which were acquired by EQM effective on October 1, 2016 (collectively, the October 2016 Acquisition), EQM Olympus Midstream LLC (EQM Olympus), Strike Force Midstream Holdings LLC (Strike Force) and EQM West Virginia Midstream LLC (EQM WV), which were acquired by EQM effective on May 1, 2018 (the Drop-Down Transaction), 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 at the time of acquisition. | ||||||||||||||
[2] | approximately $1.1 billion, $665.9 million and $551.4 million for the years ended December 31, 2018, 2017 and 2016, respectively. See Note 6. | ||||||||||||||
[3] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the October 2016 Acquisition, the Drop-Down Transaction 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 7. | ||||||||||||||
[5] | For the years ended December 31, 2018, 2017 and 2016, net interest expense included interest income on the preferred interest that EQM has in EQT Energy Supply, LLC (EES) (the Preferred Interest) of $6.6 million, $6.8 million and $1.7 million, respectively. |
Financial Information by Busi_5
Financial Information by Business Segment - Schedule of Segment Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Segment assets: | |||||
Total assets | $ 9,456,121 | [1] | $ 7,998,835 | [1] | $ 3,075,840 |
Operating Segments | |||||
Segment assets: | |||||
Total assets | 9,315,915 | 7,811,933 | 2,706,344 | ||
Operating Segments | Gathering | |||||
Segment assets: | |||||
Total assets | 6,011,654 | 5,656,094 | 1,292,713 | ||
Operating Segments | Transmission | |||||
Segment assets: | |||||
Total assets | 3,066,659 | 1,947,566 | 1,413,631 | ||
Operating Segments | Water | |||||
Segment assets: | |||||
Total assets | 237,602 | 208,273 | 0 | ||
Headquarters, including cash | |||||
Segment assets: | |||||
Total assets | $ 140,206 | $ 186,902 | $ 369,496 | ||
[1] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the October 2016 Acquisition, the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. |
Financial Information by Busi_6
Financial Information by Business Segment - Schedule of Depreciation, Amortization and Expenditures for Segment Assets (Details) - USD ($) $ in Thousands | Nov. 13, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Depreciation: | ||||||
Total | [1],[2] | $ 171,914 | $ 107,161 | $ 62,691 | ||
Expenditures for segment assets: | ||||||
Accrued capital expenditures | $ 72,300 | 108,900 | 90,700 | 26,700 | $ 24,100 | |
Operating Segments | ||||||
Depreciation: | ||||||
Total | 171,914 | 107,161 | 62,691 | |||
Expenditures for segment assets: | ||||||
Total | 855,238 | 371,857 | 587,364 | |||
Operating Segments | Gathering | ||||||
Depreciation: | ||||||
Total | 98,678 | 44,957 | 30,422 | |||
Expenditures for segment assets: | ||||||
Total | 717,251 | 254,522 | 295,315 | |||
Operating Segments | Transmission | ||||||
Depreciation: | ||||||
Total | 49,723 | 58,689 | 32,269 | |||
Expenditures for segment assets: | ||||||
Total | 114,450 | 111,102 | 292,049 | |||
Operating Segments | Water | ||||||
Depreciation: | ||||||
Total | 23,513 | 3,515 | 0 | |||
Expenditures for segment assets: | ||||||
Total | $ 23,537 | $ 6,233 | $ 0 | |||
[1] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of Allegheny Valley Connector, LLC (AVC), Rager Mountain Storage Company LLC (Rager) and certain gathering assets located in southwestern Pennsylvania and northern West Virginia (the Gathering Assets), which were acquired by EQM effective on October 1, 2016 (collectively, the October 2016 Acquisition), EQM Olympus Midstream LLC (EQM Olympus), Strike Force Midstream Holdings LLC (Strike Force) and EQM West Virginia Midstream LLC (EQM WV), which were acquired by EQM effective on May 1, 2018 (the Drop-Down Transaction), 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 at the time of acquisition. | |||||
[2] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the October 2016 Acquisition, the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) | Dec. 31, 2018 |
EQT Midstream Partners LP | EQT and Subsidiaries | |
Related Party Transaction [Line Items] | |
Ownership percentage | 19.90% |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Reimbursement Amounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | 14 Months Ended | ||||||
Sep. 30, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | |||||
Reimbursements to EQT | |||||||||
Operating and maintenance expense | [1],[2] | $ 163,192 | $ 84,831 | $ 69,255 | |||||
Selling, general and administrative expense | 129,851 | [1],[2] | 77,321 | [1],[2] | 72,470 | [1],[2] | $ 16,300 | ||
EQT | |||||||||
Reimbursements from EQT | |||||||||
Other capital reimbursements | $ 5,200 | ||||||||
EQT | Omnibus Agreement | |||||||||
Reimbursements to EQT | |||||||||
Operating and maintenance expense | 49,778 | 39,957 | 33,526 | ||||||
Selling, general and administrative expense | 81,725 | 67,424 | 63,255 | ||||||
Reimbursements from EQT | |||||||||
Plugging and abandonment | 0 | 4 | 195 | ||||||
Bare steel replacement | 3,866 | 15,704 | 0 | ||||||
Other capital reimbursements | 0 | 0 | 162 | ||||||
Equitrans Midstream [Member] | Equitrans Midstream | Omnibus Agreement | |||||||||
Reimbursements to EQT | |||||||||
Operating and maintenance expense | 0 | 0 | 0 | ||||||
Selling, general and administrative expense | $ 16,335 | $ 0 | $ 0 | ||||||
[1] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of Allegheny Valley Connector, LLC (AVC), Rager Mountain Storage Company LLC (Rager) and certain gathering assets located in southwestern Pennsylvania and northern West Virginia (the Gathering Assets), which were acquired by EQM effective on October 1, 2016 (collectively, the October 2016 Acquisition), EQM Olympus Midstream LLC (EQM Olympus), Strike Force Midstream Holdings LLC (Strike Force) and EQM West Virginia Midstream LLC (EQM WV), which were acquired by EQM effective on May 1, 2018 (the Drop-Down Transaction), 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 at the time of acquisition. | ||||||||
[2] | In the Successor period (defined in Note 1), operating and maintenance expense did not include any charges from Equitrans Midstream Corporation (defined in Note 1). In the Predecessor period from January 1, 2018 to November 12, 2018, and for the years ended December 31, 2017 and 2016, operating and maintenance expense included charges from EQT of $49.8 million, $40.2 million and $34.2 million, respectively. In the Successor period, selling, general and administrative expense included charges from Equitrans Midstream Corporation of $16.3 million. In the Predecessor period from January 1, 2018 to November 12, 2018, and for the years ended December 31, 2017 and 2016, selling, general and administrative expense included charges from EQT of $81.7 million, $72.6 million and $67.3 million, respectively. See Note 6. |
Related Party Transactions - Su
Related Party Transactions - Summary of Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 16, 2019 | Nov. 12, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | ||||
Related Party Transaction [Line Items] | ||||||||||
Operating and maintenance expense | [1],[2] | $ 163,192 | $ 84,831 | $ 69,255 | ||||||
Selling, general and administrative expense | 129,851 | [1],[2] | 77,321 | [1],[2] | 72,470 | [1],[2] | $ 16,300 | |||
Transaction costs | 7,761 | 0 | 0 | |||||||
Equity income | 61,778 | 22,171 | 9,898 | |||||||
Other income from Preferred Interest | [1] | 5,011 | 4,439 | 27,113 | ||||||
Distributions to the EQM General Partner | 361,575 | 235,167 | 169,438 | |||||||
Capital contributions from EQT | [3] | $ 3,866 | $ 15,463 | $ 602 | ||||||
Cash distribution declared per common unit (in USD per share) | $ 4.40 | $ 3.83 | $ 3.19 | |||||||
EQT and Subsidiaries | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Operating revenues | $ 1,100,000 | $ 1,111,289 | $ 665,939 | $ 551,353 | ||||||
Operating and maintenance expense | 49,800 | 49,778 | 40,204 | 34,179 | ||||||
Selling, general and administrative expense | $ 81,700 | 98,060 | 72,592 | 67,345 | ||||||
EES | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Other income from Preferred Interest | 0 | 0 | 8,293 | |||||||
Interest income on Preferred Interest (see Note 1) | 6,578 | 6,818 | 1,740 | |||||||
Principal payments received on Preferred Interest (see Note 1) | 4,406 | 4,166 | 1,024 | |||||||
EQT | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Capital contributions from EQT | 3,866 | 15,463 | 602 | |||||||
Net contributions from/(distributions to) EQT | $ 3,001 | $ 29,711 | $ 20,234 | |||||||
Subsequent Event | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Cash distribution declared per common unit (in USD per share) | $ 1.13 | |||||||||
[1] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of Allegheny Valley Connector, LLC (AVC), Rager Mountain Storage Company LLC (Rager) and certain gathering assets located in southwestern Pennsylvania and northern West Virginia (the Gathering Assets), which were acquired by EQM effective on October 1, 2016 (collectively, the October 2016 Acquisition), EQM Olympus Midstream LLC (EQM Olympus), Strike Force Midstream Holdings LLC (Strike Force) and EQM West Virginia Midstream LLC (EQM WV), which were acquired by EQM effective on May 1, 2018 (the Drop-Down Transaction), 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 at the time of acquisition. | |||||||||
[2] | In the Successor period (defined in Note 1), operating and maintenance expense did not include any charges from Equitrans Midstream Corporation (defined in Note 1). In the Predecessor period from January 1, 2018 to November 12, 2018, and for the years ended December 31, 2017 and 2016, operating and maintenance expense included charges from EQT of $49.8 million, $40.2 million and $34.2 million, respectively. In the Successor period, selling, general and administrative expense included charges from Equitrans Midstream Corporation of $16.3 million. In the Predecessor period from January 1, 2018 to November 12, 2018, and for the years ended December 31, 2017 and 2016, selling, general and administrative expense included charges from EQT of $81.7 million, $72.6 million and $67.3 million, respectively. See Note 6. | |||||||||
[3] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the October 2016 Acquisition, the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. |
Related Party Transactions - _2
Related Party Transactions - Summary of Related Party Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||
Accounts receivable – related party | $ 174,767 | $ 158,720 | |
Due to related party | 78,465 | 33,919 | |
Investment in unconsolidated entity | [1] | 1,510,289 | 460,546 |
EES | |||
Related Party Transaction [Line Items] | |||
Preferred Interest in EES (see Note 1 and Note 7) | $ 114,720 | $ 119,127 | |
[1] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the October 2016 Acquisition, the Drop-Down Transaction 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 | 12 Months Ended | |||||||||
Jan. 31, 2019USD ($) | Dec. 31, 2018USD ($)mi | Nov. 30, 2018USD ($) | Dec. 31, 2018USD ($)mi | Dec. 31, 2018USD ($)mi | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Mar. 31, 2019USD ($) | Feb. 28, 2019USD ($) | Sep. 30, 2018 | Jan. 31, 2016 | ||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Ownership amount | [1] | $ 913,195 | $ 159,550 | $ 98,399 | ||||||||
Capital contribution payable to the MVP Joint Venture | [1] | $ 169,202 | $ 169,202 | $ 169,202 | $ 105,734 | |||||||
MVP | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Length of pipeline (in miles) | mi | 300 | 300 | 300 | |||||||||
MVP Southgate Project | EQT Midstream Partners LP | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Length of pipeline (in miles) | mi | 70 | 70 | 70 | |||||||||
Variable Interest Entity, Not Primary Beneficiary | MVP | Subsequent Event | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Issuance of performance guarantee, remaining capital obligation, percentage | 33.00% | |||||||||||
Variable Interest Entity, Not Primary Beneficiary | MVP Southgate Project | Scenario, Forecast | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Issuance of performance guarantee, remaining capital obligation, percentage | 33.00% | |||||||||||
Variable Interest Entity, Not Primary Beneficiary | MVP Southgate Project | Subsequent Event | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Issuance of performance guarantee | $ 14,000 | |||||||||||
Variable Interest Entity, Not Primary Beneficiary | MVP Joint Venture | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Ownership interest (as a percent) | 45.50% | 45.50% | 45.50% | |||||||||
Capital call notice | $ 167,400 | |||||||||||
Maximum financial statement exposure | $ 1,700,000 | $ 1,700,000 | $ 1,700,000 | |||||||||
Variable Interest Entity, Not Primary Beneficiary | MVP Joint Venture | Scenario, Forecast | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Capital contribution payable to the MVP Joint Venture | $ 24,400 | |||||||||||
Variable Interest Entity, Not Primary Beneficiary | MVP Joint Venture | Subsequent Event | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Ownership amount | $ 143,000 | |||||||||||
Variable Interest Entity, Not Primary Beneficiary | MVP Joint Venture | EQT Midstream Partners LP | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Ownership interest sold (as a percent) | 8.50% | |||||||||||
Variable Interest Entity, Not Primary Beneficiary | MVP Joint Venture | EQT Midstream Partners LP | Subsequent Event | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Issuance of performance guarantee | $ 261,000 | |||||||||||
Variable Interest Entity, Not Primary Beneficiary | MVP Southgate Project | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Ownership amount | $ 11,300 | |||||||||||
Ownership interest (as a percent) | 47.20% | 47.20% | 47.20% | 32.70% | ||||||||
Capital call notice | $ 1,800 | |||||||||||
Beneficial Owner | MVP Joint Venture | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Ownership interest (as a percent) | 66.67% | 66.67% | 66.67% | |||||||||
[1] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the October 2016 Acquisition, the Drop-Down Transaction 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 | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Condensed Consolidated Balance Sheets | |||
Current assets | $ 687,657 | $ 330,271 | |
Noncurrent assets | 3,223,220 | 747,728 | |
Total assets | 3,910,877 | 1,077,999 | |
Current liabilities | 617,355 | 65,811 | |
Equity | 3,293,522 | 1,012,188 | |
Total liabilities and equity | 3,910,877 | 1,077,999 | |
Condensed Statements of Consolidated Operations | |||
AFUDC - equity | 91,056 | 32,054 | $ 16,315 |
Net interest income | 44,786 | 16,674 | 5,206 |
Net income | $ 135,842 | $ 48,728 | $ 21,521 |
Cash Distributions - Narrative
Cash Distributions - Narrative (Details) - USD ($) | Feb. 14, 2019 | Feb. 13, 2019 | Jan. 16, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Distribution Made to Limited Partner [Line Items] | ||||||
Threshold period for partnership agreement | 45 days | |||||
Cash distribution declared per common unit (in USD per share) | $ 4.40 | $ 3.83 | $ 3.19 | |||
Common units outstanding (in shares) | 80,581,758 | 80,581,758 | ||||
Subsequent Event | ||||||
Distribution Made to Limited Partner [Line Items] | ||||||
Cash distribution declared per common unit (in USD per share) | $ 1.13 | |||||
Incentive distribution rights | $ 72,700,000 | |||||
Limited Partner | Subsequent Event | ||||||
Distribution Made to Limited Partner [Line Items] | ||||||
Cash distribution declared | 24,600,000 | |||||
General Partner | Subsequent Event | ||||||
Distribution Made to Limited Partner [Line Items] | ||||||
Cash distribution declared | $ 2,500,000 | |||||
Limited Partners Common | Equitrans Gathering Holdings, LLC | EQT Midstream Partners LP | Subsequent Event | ||||||
Distribution Made to Limited Partner [Line Items] | ||||||
Common units outstanding (in shares) | 89,505,616 | |||||
Partner interest (as a percent) | 56.50% | |||||
Limited Partners Common | EQM GP Corporation | EQT Midstream Partners LP | Subsequent Event | ||||||
Distribution Made to Limited Partner [Line Items] | ||||||
Common units outstanding (in shares) | 89,536 | |||||
Limited Partners Common | Equitrans Midstream Holdings, LLC | EQT Midstream Partners LP | Subsequent Event | ||||||
Distribution Made to Limited Partner [Line Items] | ||||||
Common units outstanding (in shares) | 27,650,303 | |||||
Limited Partners Common | Equitrans Midstream [Member] | EQT Midstream Partners LP | Subsequent Event | ||||||
Distribution Made to Limited Partner [Line Items] | ||||||
Common units outstanding (in shares) | 117,245,455 | |||||
Partner interest (as a percent) | 59.90% | |||||
IDR Merger Agreement | Subsequent Event | ||||||
Distribution Made to Limited Partner [Line Items] | ||||||
Common units issued (in shares) | 80,000,000 | |||||
Convertible units (in shares) | $ 2,500,000 | |||||
Convertible units (in shares) | 2,500,000 | |||||
Convertible units (in shares) | $ 2,000,000 | |||||
Common Class B | Equitrans Midstream [Member] | Subsequent Event | ||||||
Distribution Made to Limited Partner [Line Items] | ||||||
Common units outstanding (in shares) | 7,000,000 | |||||
Common Class B | Limited Partners Common | EQT Midstream Partners LP | Subsequent Event | ||||||
Distribution Made to Limited Partner [Line Items] | ||||||
Common units outstanding (in shares) | 6,153,907 | |||||
Partner interest (as a percent) | 3.40% | |||||
Common Class B | Limited Partners Common | EQM GP Corporation | EQT Midstream Partners LP | Subsequent Event | ||||||
Distribution Made to Limited Partner [Line Items] | ||||||
Common units outstanding (in shares) | 6,155 | |||||
Common Class B | Limited Partners Common | Equitrans Midstream Holdings, LLC | EQT Midstream Partners LP | Subsequent Event | ||||||
Distribution Made to Limited Partner [Line Items] | ||||||
Common units outstanding (in shares) | 839,938 | |||||
Common Class B | IDR Merger Agreement | Subsequent Event | ||||||
Distribution Made to Limited Partner [Line Items] | ||||||
Common units issued (in shares) | 7,000,000 |
Cash Distributions - Schedule o
Cash Distributions - Schedule of Distribution of Available Cash from Operating Surplus (Details) | 12 Months Ended |
Dec. 31, 2018$ / shares | |
Distribution Made to Limited Partner [Line Items] | |
Minimum Quarterly Distribution (in USD per share) | $ 0.35 |
Unitholders | |
Distribution Made to Limited Partner [Line Items] | |
Minimum Quarterly Distribution (as a percent) | 98.20% |
First Target Distribution (as a percent) | 98.20% |
Second Target Distribution (as a percent) | 85.20% |
Third Target Distribution (as a percent) | 75.20% |
Thereafter (as a percent) | 50.20% |
General Partner | |
Distribution Made to Limited Partner [Line Items] | |
Minimum Quarterly Distribution (as a percent) | 1.80% |
First Target Distribution (as a percent) | 1.80% |
Second Target Distribution (as a percent) | 14.80% |
Third Target Distribution (as a percent) | 24.80% |
Thereafter (as a percent) | 49.80% |
Minimum | Unitholders | |
Distribution Made to Limited Partner [Line Items] | |
Total Quarterly Distribution per Unit Target Amount in First Target Distribution, Maximum (in USD per share) | $ 0.3500 |
Total Quarterly Distribution per Unit Target Amount in Second Target Distribution, Maximum (in USD per share) | 0.4025 |
Total Quarterly Distribution per Unit Target Amount in Third Target Distribution, Maximum (in USD per share) | 0.4375 |
Total Quarterly Distribution per Unit Target Amount in Subsequent Target Distribution, Minimum (in USD per share) | 0.5250 |
Maximum | Unitholders | |
Distribution Made to Limited Partner [Line Items] | |
Total Quarterly Distribution per Unit Target Amount in First Target Distribution, Maximum (in USD per share) | 0.4025 |
Total Quarterly Distribution per Unit Target Amount in Second Target Distribution, Maximum (in USD per share) | 0.4375 |
Total Quarterly Distribution per Unit Target Amount in Third Target Distribution, Maximum (in USD per share) | $ 0.5250 |
Equity-Based Compensation Plan
Equity-Based Compensation Plan (Details) $ / shares in Units, $ in Millions | Jul. 23, 2018shares | Dec. 31, 2017USD ($) | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares |
Share-based compensation expense recorded by the Company | |||||
Equity-based compensation expense | $ | $ 0.4 | $ 0.2 | $ 0.2 | ||
EQM-RMP Merger | Rice Midstream Partners, LP | |||||
Share-based compensation expense recorded by the Company | |||||
Common share conversion ratio (as a percent | 0.3319 | ||||
Phantom Units | |||||
Share-based compensation expense recorded by the Company | |||||
Performance awards (in shares) | 17,470 | ||||
Common units (in shares) | 5,100 | 2,940 | 2,610 | ||
Grant date fair value (in USD per share) | $ / shares | $ 68.66 | $ 76.68 | $ 75.46 | ||
Phantom Units | EQM-RMP Merger | |||||
Share-based compensation expense recorded by the Company | |||||
Equity-based compensation expense | $ | $ 0.1 | $ 0.9 | |||
Units converted (in shares) | 12,024 | ||||
Phantom Units | EQM-RMP Merger | Rice Midstream Partners, LP | |||||
Share-based compensation expense recorded by the Company | |||||
Units outstanding vested (in shares) | 36,220 |
Debt - Schedule of Outstanding
Debt - Schedule of Outstanding Debt (Details) - USD ($) | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||||
Principal | $ 4,125,000,000 | $ 1,466,000,000 | ||
Senior Notes | 4.00% Senior Notes due 2024 | ||||
Debt Instrument [Line Items] | ||||
Senior notes interest rate (as a percent) | 4.00% | |||
Principal | $ 500,000,000 | $ 500,000,000 | ||
Senior Notes | 4.125% Senior Notes due 2026 | ||||
Debt Instrument [Line Items] | ||||
Senior notes interest rate (as a percent) | 4.125% | 4.125% | ||
Principal | $ 500,000,000 | $ 500,000,000 | $ 500,000,000 | |
Senior Notes | 4.75% Senior Notes due 2023 | ||||
Debt Instrument [Line Items] | ||||
Senior notes interest rate (as a percent) | 4.75% | 4.75% | ||
Principal | $ 1,100,000,000 | $ 1,100,000,000 | 0 | |
Senior Notes | 5.50% Senior Notes due 2028 | ||||
Debt Instrument [Line Items] | ||||
Senior notes interest rate (as a percent) | 5.50% | 5.50% | ||
Principal | $ 850,000,000 | 0 | ||
Senior Notes | 6.50% Senior Notes due 2048 | ||||
Debt Instrument [Line Items] | ||||
Senior notes interest rate (as a percent) | 6.50% | 6.50% | ||
Principal | $ 550,000,000 | 0 | ||
Revolving Credit Facility | $3 Billion Facility | ||||
Debt Instrument [Line Items] | ||||
Principal | 625,000,000 | 180,000,000 | ||
Revolving Credit Facility | RMP $850 Million Facility | ||||
Debt Instrument [Line Items] | ||||
Principal | 0 | 286,000,000 | ||
Carrying Value | ||||
Debt Instrument [Line Items] | ||||
Total debt | 4,081,639,000 | 1,453,352,000 | ||
Carrying Value | Senior Notes | 4.00% Senior Notes due 2024 | ||||
Debt Instrument [Line Items] | ||||
Senior Notes outstanding | 495,708,000 | 494,939,000 | ||
Carrying Value | Senior Notes | 4.125% Senior Notes due 2026 | ||||
Debt Instrument [Line Items] | ||||
Senior Notes outstanding | 493,264,000 | 492,413,000 | ||
Carrying Value | Senior Notes | 4.75% Senior Notes due 2023 | ||||
Debt Instrument [Line Items] | ||||
Senior Notes outstanding | 1,089,742,000 | 0 | ||
Carrying Value | Senior Notes | 5.50% Senior Notes due 2028 | ||||
Debt Instrument [Line Items] | ||||
Senior Notes outstanding | 839,302,000 | 0 | ||
Carrying Value | Senior Notes | 6.50% Senior Notes due 2048 | ||||
Debt Instrument [Line Items] | ||||
Senior Notes outstanding | 538,623,000 | 0 | ||
Carrying Value | Revolving Credit Facility | $3 Billion Facility | ||||
Debt Instrument [Line Items] | ||||
Facility outstanding | 625,000,000 | 180,000,000 | ||
Carrying Value | Revolving Credit Facility | RMP $850 Million Facility | ||||
Debt Instrument [Line Items] | ||||
Facility outstanding | 0 | 286,000,000 | ||
Fair Value | ||||
Debt Instrument [Line Items] | ||||
Total debt | 4,050,132,000 | 1,472,100,000 | ||
Fair Value | Senior Notes | 4.00% Senior Notes due 2024 | ||||
Debt Instrument [Line Items] | ||||
Senior Notes outstanding | 479,950,000 | 504,110,000 | ||
Fair Value | Senior Notes | 4.125% Senior Notes due 2026 | ||||
Debt Instrument [Line Items] | ||||
Senior Notes outstanding | 454,200,000 | 501,990,000 | ||
Fair Value | Senior Notes | 4.75% Senior Notes due 2023 | ||||
Debt Instrument [Line Items] | ||||
Senior Notes outstanding | 1,099,890,000 | 0 | ||
Fair Value | Senior Notes | 5.50% Senior Notes due 2028 | ||||
Debt Instrument [Line Items] | ||||
Senior Notes outstanding | 841,526,000 | 0 | ||
Fair Value | Senior Notes | 6.50% Senior Notes due 2048 | ||||
Debt Instrument [Line Items] | ||||
Senior Notes outstanding | 549,566,000 | 0 | ||
Fair Value | Revolving Credit Facility | $3 Billion Facility | ||||
Debt Instrument [Line Items] | ||||
Facility outstanding | 625,000,000 | 180,000,000 | ||
Fair Value | Revolving Credit Facility | RMP $850 Million Facility | ||||
Debt Instrument [Line Items] | ||||
Facility outstanding | $ 0 | $ 286,000,000 |
Debt - $3 Billion Facility (Det
Debt - $3 Billion Facility (Details) | Oct. 31, 2018USD ($)lender | Oct. 31, 2018USD ($)lender | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2018USD ($) | |
Line of Credit Facility [Line Items] | |||||||
Credit facility borrowings | [1] | $ 625,000,000 | $ 466,000,000 | ||||
$3 Billion Facility | Revolving Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility borrowings | 1,000,000 | 0 | |||||
One Billion Credit Facility | Revolving Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility borrowings | 0 | ||||||
Same-day Swing Line Advances | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility | $ 250,000,000 | $ 250,000,000 | |||||
Letter of Credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility | $ 400,000,000 | $ 400,000,000 | |||||
Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Commitment fees | 2,800,000 | 1,800,000 | $ 1,600,000 | ||||
Credit Facility | Minimum | |||||||
Line of Credit Facility [Line Items] | |||||||
Number of lenders | lender | 1 | 1 | |||||
Credit Facility | $3 Billion Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility | $ 3,000,000,000 | $ 3,000,000,000 | |||||
Increase in available borrowings under the facility (up to) | $ 750,000,000 | ||||||
Maximum amount of outstanding short-term loans | 674,000,000 | 260,000,000 | 401,000,000 | ||||
Average daily balance of short-term loans outstanding | $ 230,000,000 | $ 74,000,000 | $ 77,000,000 | ||||
Weighted average annual interest rate (as a percent) | 3.60% | 2.80% | 2.00% | ||||
Credit Facility | $3 Billion Facility | Maximum | |||||||
Line of Credit Facility [Line Items] | |||||||
Consolidated leverage ratio | 5 | 5 | |||||
Consolidated leverage ratio under certain circumstances | 5.50 | 5.50 | |||||
Credit Facility | One Billion Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility | $ 1,000,000,000 | ||||||
Base Rate | Credit Facility | $3 Billion Facility | Minimum | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis points | 0.125% | ||||||
Base Rate | Credit Facility | $3 Billion Facility | Maximum | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis points | 0.875% | ||||||
Eurodollar | Credit Facility | $3 Billion Facility | Minimum | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis points | 1.125% | ||||||
Eurodollar | Credit Facility | $3 Billion Facility | Maximum | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis points | 1.875% | ||||||
[1] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the October 2016 Acquisition, the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. |
Debt - 364-Day Facility (Detail
Debt - 364-Day Facility (Details) - USD ($) | 10 Months Ended | 12 Months Ended | |||
Nov. 12, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 31, 2018 | |
$3 Billion Facility | Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility | $ 3,000,000,000 | ||||
Maximum amount of outstanding short-term loans | $ 674,000,000 | $ 260,000,000 | $ 401,000,000 | ||
Average daily balance of short-term loans outstanding | $ 230,000,000 | $ 74,000,000 | $ 77,000,000 | ||
Weighted average annual interest rate (as a percent) | 3.60% | 2.80% | 2.00% | ||
Revolving Credit Facility | 364-Day Facility | |||||
Line of Credit Facility [Line Items] | |||||
Expiration period | 364 days | ||||
Credit facility | $ 500,000,000 | ||||
Amounts outstanding | $ 0 | $ 0 | $ 0 | ||
Maximum amount of outstanding short-term loans | $ 0 | 100,000,000 | |||
Average daily balance of short-term loans outstanding | $ 23,000,000 | ||||
Weighted average annual interest rate (as a percent) | 2.20% | ||||
Credit Facility | Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Basis points | 0.10% |
Debt - EQM Term Loan Facility (
Debt - EQM Term Loan Facility (Details) - Credit Facility - $2.5 Billion Term Loan Facility - USD ($) | Jun. 25, 2018 | Apr. 25, 2018 | Jun. 25, 2018 |
Debt Instrument [Line Items] | |||
Credit facility | $ 2,500,000,000 | ||
Expiration period | 364 days | ||
Write off of deferred debt issuance cost | $ 3,000,000 | ||
Maximum amount of outstanding short-term loans | $ 1,825,000,000 | ||
Average daily balance of short-term loans outstanding | $ 1,231,000,000 | ||
Weighted average annual interest rate (as a percent) | 3.30% |
Debt - RMP $850 Million Facilit
Debt - RMP $850 Million Facility (Details) - USD ($) | Jul. 23, 2018 | Jul. 23, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||||
Principal | $ 4,125,000,000 | $ 1,466,000,000 | |||
Credit facility borrowings | [1] | 625,000,000 | 466,000,000 | ||
RMP $850 Million Facility | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Principal | 0 | 286,000,000 | |||
Credit facility borrowings | $ 1,000,000 | ||||
Credit Facility | RMP $850 Million Facility | |||||
Debt Instrument [Line Items] | |||||
Credit facility | $ 850,000,000 | ||||
Maximum amount of outstanding short-term loans | $ 375,000,000 | ||||
Average daily balance of short-term loans outstanding | $ 300,000,000 | ||||
Weighted average annual interest rate (as a percent) | 3.80% | ||||
Repayments of debt | $ 260,000,000 | ||||
[1] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the October 2016 Acquisition, the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. |
Debt - 2014 Senior Notes (Detai
Debt - 2014 Senior Notes (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2014 |
Debt Instrument [Line Items] | |||
Principal | $ 4,125,000,000 | $ 1,466,000,000 | |
Senior Notes | 4.00% Senior Notes due 2024 | |||
Debt Instrument [Line Items] | |||
Principal | $ 500,000,000 | ||
Senior notes interest rate (as a percent) | 4.00% |
Debt - 2016 Senior Notes (Detai
Debt - 2016 Senior Notes (Details) - USD ($) | Dec. 31, 2018 | Oct. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||||
Principal | $ 4,125,000,000 | $ 1,466,000,000 | ||
Credit Facility | $3 Billion Facility | ||||
Debt Instrument [Line Items] | ||||
Credit facility | $ 3,000,000,000 | |||
Senior Notes | 4.125% Senior Notes due 2026 | ||||
Debt Instrument [Line Items] | ||||
Senior notes interest rate (as a percent) | 4.125% | 4.125% | ||
Principal | $ 500,000,000 | $ 500,000,000 | $ 500,000,000 |
Debt - 2018 Senior Notes (Detai
Debt - 2018 Senior Notes (Details) - USD ($) | 3 Months Ended | ||
Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||
Principal | $ 4,125,000,000 | $ 1,466,000,000 | |
Senior Notes | |||
Debt Instrument [Line Items] | |||
Net proceeds | $ 2,465,800,000 | ||
Debt discount | 11,800,000 | ||
Estimated debt issuance costs | $ 22,400,000 | ||
Senior Notes | 4.75% Senior Notes due 2023 | |||
Debt Instrument [Line Items] | |||
Senior notes interest rate (as a percent) | 4.75% | 4.75% | |
Principal | $ 1,100,000,000 | $ 1,100,000,000 | 0 |
Senior Notes | 5.50% Senior Notes due 2028 | |||
Debt Instrument [Line Items] | |||
Senior notes interest rate (as a percent) | 5.50% | 5.50% | |
Principal | $ 850,000,000 | 0 | |
Senior Notes | 6.50% Senior Notes due 2048 | |||
Debt Instrument [Line Items] | |||
Senior notes interest rate (as a percent) | 6.50% | 6.50% | |
Principal | $ 550,000,000 | $ 0 | |
Credit Facility | RMP $850 Million Facility | |||
Debt Instrument [Line Items] | |||
Credit facility | $ 850,000,000 |
Regulatory Assets and Liabili_3
Regulatory Assets and Liabilities - Regulatory Assets (Details) - Other Assets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Regulatory assets: | ||
Total regulatory assets | $ 16,544 | $ 17,830 |
Deferred taxes | ||
Regulatory assets: | ||
Total regulatory assets | 12,232 | 13,076 |
Other recoverable costs | ||
Regulatory assets: | ||
Total regulatory assets | $ 4,312 | $ 4,754 |
Regulatory Assets and Liabili_4
Regulatory Assets and Liabilities - Regulatory Liabilities (Details) - Other Liabilities - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Regulatory liabilities: | ||
Total regulatory liabilities | $ 21,333 | $ 19,072 |
Deferred taxes | ||
Regulatory liabilities: | ||
Total regulatory liabilities | 10,119 | 10,488 |
On-going post-retirement benefits other than pensions | ||
Regulatory liabilities: | ||
Total regulatory liabilities | 10,132 | 7,724 |
Other reimbursable costs | ||
Regulatory liabilities: | ||
Total regulatory liabilities | $ 1,082 | $ 860 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | ||
Federal statutory rate (as a percent) | 35.00% | |
AVC, Rager, the Gathering Assets, NWV Gathering | ||
Business Acquisition [Line Items] | ||
Net current and deferred income tax liabilities | $ 94 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Current: | ||||
Federal | $ 886 | |||
State | 487 | |||
Subtotal | 1,373 | |||
Deferred: | ||||
Federal | 8,302 | |||
State | 472 | |||
Subtotal | [1] | $ 0 | $ 0 | 8,774 |
Total | [2] | $ 0 | $ 0 | $ 10,147 |
[1] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the October 2016 Acquisition, the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. | |||
[2] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of Allegheny Valley Connector, LLC (AVC), Rager Mountain Storage Company LLC (Rager) and certain gathering assets located in southwestern Pennsylvania and northern West Virginia (the Gathering Assets), which were acquired by EQM effective on October 1, 2016 (collectively, the October 2016 Acquisition), EQM Olympus Midstream LLC (EQM Olympus), Strike Force Midstream Holdings LLC (Strike Force) and EQM West Virginia Midstream LLC (EQM WV), which were acquired by EQM effective on May 1, 2018 (the Drop-Down Transaction), 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 at the time of acquisition. |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Income Tax Disclosure [Abstract] | ||||
Tax at statutory rate | $ 191,835 | |||
Partnership income not subject to income taxes | (182,455) | |||
State income taxes | 623 | |||
Regulatory assets | 132 | |||
Other | 12 | |||
Total | [1] | $ 0 | $ 0 | $ 10,147 |
Effective tax rate | 1.90% | |||
[1] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of Allegheny Valley Connector, LLC (AVC), Rager Mountain Storage Company LLC (Rager) and certain gathering assets located in southwestern Pennsylvania and northern West Virginia (the Gathering Assets), which were acquired by EQM effective on October 1, 2016 (collectively, the October 2016 Acquisition), EQM Olympus Midstream LLC (EQM Olympus), Strike Force Midstream Holdings LLC (Strike Force) and EQM West Virginia Midstream LLC (EQM WV), which were acquired by EQM effective on May 1, 2018 (the Drop-Down Transaction), 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 at the time of acquisition. |
Concentrations of Credit Risk (
Concentrations of Credit Risk (Details) - Customer Concentration | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue | EQT | |||
Concentrations of Credit Risk | |||
Percentage of total revenues | 74.00% | 74.00% | 75.00% |
Accounts Receivable | |||
Concentrations of Credit Risk | |||
Percentage of total revenues | 51.00% | 39.00% | |
PNG Companies, LLC | Revenue | |||
Concentrations of Credit Risk | |||
Percentage of total revenues | 7.00% | 11.00% | 12.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2018USD ($)$ / gal | Dec. 31, 2017USD ($) | |
Long-term Purchase Commitment [Line Items] | ||
Remedial action included in other credits | $ 2.1 | |
Preferred rights surcharge (in USD per gallon) | $ / gal | 3.50 | |
Supply commitment, funded expenditure | $ 13.4 | $ 11.7 |
Amount authorized under supply commitment | 0.8 | |
Capital Addition Purchase Commitments | ||
Long-term Purchase Commitment [Line Items] | ||
Authorized expenditures | $ 29.5 |
Postretirement Benefit Plans (D
Postretirement Benefit Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Pension and Other Postretirement Benefit Plans | ||||
Regulatory asset amortization period | 16 years | |||
Defined Benefit Pension Plan | ||||
Pension and Other Postretirement Benefit Plans | ||||
Amount reimbursed | $ 1.9 | |||
Expenses allocated | 0.1 | |||
Other Post-Employment Benefit Plans | ||||
Pension and Other Postretirement Benefit Plans | ||||
Retirement benefits other than pensions | $ 1.2 | $ 1.2 | $ 1.2 | |
EQT | ||||
Pension and Other Postretirement Benefit Plans | ||||
Reimbursement of funding related to retirees | $ 5.2 |
Interim Financial Information_3
Interim Financial Information (Unaudited) - Summary of Operating Results (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||
Total operating revenues | $ 384,791 | $ 364,584 | $ 374,697 | $ 371,026 | $ 285,973 | $ 207,193 | $ 198,966 | $ 203,426 | $ 1,495,098 | [1],[2] | $ 895,558 | [1],[2] | $ 732,272 | [1],[2] | |
Operating income (loss) | (18,513) | 233,500 | 245,868 | 265,798 | 188,994 | 145,506 | 141,092 | 145,113 | 726,653 | [1] | 620,705 | [1] | 527,856 | [1] | |
Net income | (36,107) | 209,927 | 234,685 | 262,843 | 185,087 | 142,938 | 139,139 | 143,196 | 671,348 | [1],[3] | 610,360 | [1],[3] | 537,954 | [1],[3] | |
Net income (loss) attributable to EQM | $ (36,107) | $ 209,927 | $ 233,832 | $ 260,350 | $ 184,353 | $ 142,938 | $ 139,139 | $ 143,196 | $ 668,002 | [1] | $ 609,626 | [1] | $ 537,954 | [1] | |
Net income per limited partner unit: | |||||||||||||||
Basic (in USD) per share | $ (0.90) | $ 1.14 | $ 1.09 | $ 1.61 | $ 1.28 | $ 1.28 | $ 1.27 | $ 1.36 | $ 2.43 | [1] | $ 5.19 | [1] | $ 5.21 | [1] | |
Diluted (in USD per share) | $ 0 | $ 1.14 | $ 1.09 | $ 1.61 | $ 1.28 | $ 1.28 | $ 1.27 | $ 1.36 | $ 2.43 | [1] | $ 5.19 | [1] | $ 5.21 | [1] | |
Business Acquisition [Line Items] | |||||||||||||||
Impairment of goodwill | [1],[3] | $ 261,941 | $ 0 | $ 0 | |||||||||||
Rice Midstream Partners, LP | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Impairment of goodwill | $ 261,900 | ||||||||||||||
Gathering | |||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||
Total operating revenues | $ 997,070 | $ 509,967 | $ 397,494 | ||||||||||||
Gathering | Rice Midstream Partners, LP | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Impairment of goodwill | $ 261,900 | ||||||||||||||
[1] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of Allegheny Valley Connector, LLC (AVC), Rager Mountain Storage Company LLC (Rager) and certain gathering assets located in southwestern Pennsylvania and northern West Virginia (the Gathering Assets), which were acquired by EQM effective on October 1, 2016 (collectively, the October 2016 Acquisition), EQM Olympus Midstream LLC (EQM Olympus), Strike Force Midstream Holdings LLC (Strike Force) and EQM West Virginia Midstream LLC (EQM WV), which were acquired by EQM effective on May 1, 2018 (the Drop-Down Transaction), 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 at the time of acquisition. | ||||||||||||||
[2] | approximately $1.1 billion, $665.9 million and $551.4 million for the years ended December 31, 2018, 2017 and 2016, respectively. See Note 6. | ||||||||||||||
[3] | As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the October 2016 Acquisition, the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control. |