(Mark One)
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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or
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE TRANSITION PERIOD FROM TO
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COMMISSION FILE NUMBER 001-35574
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DELAWARE
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37-1661577
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania
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15222
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(Address of principal executive offices)
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(Zip code)
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(412) 553-5700
(Registrant’s telephone number, including area code)
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Large Accelerated Filer
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x
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Accelerated Filer
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¨
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Non-Accelerated Filer
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¨
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Smaller reporting company
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¨
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Page No.
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Three Months Ended
June 30, |
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Six Months Ended
June 30, |
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2015
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2014
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2015
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2014
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||||||||
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(Thousands, except per unit amounts)
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||||||||||||||
Operating revenues
(2)
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$
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144,613
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$
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109,327
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$
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299,424
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$
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217,235
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Operating expenses:
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Operating and maintenance
(3)
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17,232
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13,626
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31,711
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26,365
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Selling, general and administrative
(3)
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13,727
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12,865
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29,380
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25,420
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Depreciation and amortization
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12,258
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10,436
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24,185
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20,433
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Total operating expenses
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43,217
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36,927
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85,276
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72,218
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Operating income
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101,396
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72,400
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214,148
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145,017
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Equity income
(4)
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394
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—
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394
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—
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||||
Other income
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1,169
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559
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1,883
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|
828
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||||
Interest expense
(5)
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11,640
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6,629
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23,097
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12,284
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Income before income taxes
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91,319
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66,330
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193,328
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133,561
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Income tax expense
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—
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7,362
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6,703
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19,595
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Net income
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$
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91,319
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$
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58,968
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$
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186,625
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$
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113,966
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Calculation of limited partner interest in net income:
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Net income
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$
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91,319
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$
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58,968
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$
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186,625
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$
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113,966
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Less pre-acquisition net income allocated to parent
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—
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(12,390
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)
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(11,106
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)
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(32,533
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)
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Less general partner interest in net income
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(11,908
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)
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(2,792
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)
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(21,638
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)
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(4,514
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)
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Limited partner interest in net income
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$
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79,411
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$
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43,786
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$
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153,881
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$
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76,919
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Net income per limited partner unit – basic
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$
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1.12
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$
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0.81
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$
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2.32
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$
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1.49
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Net income per limited partner unit – diluted
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$
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1.12
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$
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0.81
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$
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2.31
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$
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1.49
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Weighted average limited partner units outstanding – basic
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70,722
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54,259
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66,430
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51,499
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Weighted average limited partner units outstanding – diluted
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70,876
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54,386
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66,591
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51,622
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Cash distributions declared per unit
(6)
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$
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0.64
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$
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0.52
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$
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1.25
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$
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1.01
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(1)
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Financial statements for the
six
months ended
June 30, 2015
have been retrospectively recast to reflect the inclusion of the
Northern West Virginia Marcellus gathering system
(
NWV Gathering
). Financial statements for the
three and six
months ended
June 30, 2014
have been retrospectively recast to reflect the inclusion of
NWV Gathering
and the Jupiter natural gas gathering system (Jupiter). See Note B.
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(2)
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Operating revenues included affiliate revenues from EQT Corporation and subsidiaries (collectively, EQT) of
$107.7 million
and
$74.9 million
for the
three months ended June 30, 2015
and
2014
, respectively, and
$214.3 million
and
$147.2 million
for the
six months ended June 30, 2015
and
2014
, respectively. See Note E.
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(3)
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Operating and maintenance expense included charges from EQT of
$9.0 million
and
$7.6 million
for the
three months ended June 30, 2015
and
2014
, respectively, and
$16.6 million
and
$13.9 million
for the
six months ended June 30, 2015
and
2014
, respectively. Selling, general and administrative expense included charges from EQT of
$12.3 million
and
$10.5 million
for the
three months ended June 30, 2015
and
2014
, respectively, and
$25.1 million
and
$20.4 million
for the
six months ended June 30, 2015
and
2014
, respectively. See Note E.
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(4)
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Equity income relates to EQM's interest in Mountain Valley Pipeline, LLC, which is a related party.
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(5)
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Interest expense included interest on a capital lease with an affiliate of
$5.9 million
and
$5.4 million
for the
three months ended June 30, 2015
and
2014
, respectively, and
$11.8 million
and
$10.3 million
for the
six months ended June 30, 2015
and
2014
, respectively.
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(6)
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Represents the cash distributions declared related to the period presented. See Note J.
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Six Months Ended
June 30, |
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2015
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2014
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||||
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(Thousands)
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||||||
Cash flows from operating activities:
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Net income
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$
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186,625
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$
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113,966
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Adjustments to reconcile net income to net cash provided by operating activities:
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Depreciation and amortization
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24,185
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20,433
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Deferred income taxes
|
2,998
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7,777
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|
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Equity income
|
(394
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)
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—
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Other income
|
(1,883
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)
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(828
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)
|
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Non-cash long-term compensation expense
|
805
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1,805
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|
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Changes in other assets and liabilities:
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Accounts receivable
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2,551
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(3,643
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)
|
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Accounts payable
|
4,458
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3,514
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|
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Due to/from EQT affiliates
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16,075
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(8,914
|
)
|
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Other assets and liabilities
|
3,682
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1,222
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|
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Net cash provided by operating activities
|
239,102
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|
135,332
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|
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Cash flows from investing activities:
|
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|
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|
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Capital expenditures
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(208,890
|
)
|
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(131,669
|
)
|
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MVP Interest Acquisition
|
(45,885
|
)
|
|
—
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|
||
Acquisitions – net assets from EQT
|
(386,791
|
)
|
|
(168,198
|
)
|
||
Purchase of preferred interest in EQT Energy Supply, LLC
|
(124,317
|
)
|
|
—
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|
||
Net cash used in investing activities
|
(765,883
|
)
|
|
(299,867
|
)
|
||
Cash flows from financing activities:
|
|
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|
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|
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Proceeds from the issuance of common units, net of offering costs
|
698,501
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|
902,451
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|
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Acquisitions – purchase price in excess of net assets from EQT
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(486,392
|
)
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(952,802
|
)
|
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Proceeds from short-term loans
|
434,000
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|
450,000
|
|
||
Payments of short-term loans
|
(122,000
|
)
|
|
(120,000
|
)
|
||
Discount, debt issuance costs and credit facility fees
|
—
|
|
|
(2,020
|
)
|
||
Sunrise Merger payment
|
—
|
|
|
(110,000
|
)
|
||
Distributions paid to unitholders
|
(93,402
|
)
|
|
(47,989
|
)
|
||
Capital contributions
|
246
|
|
|
45
|
|
||
Net (distributions to) contributions from EQT
|
(23,866
|
)
|
|
54,451
|
|
||
Capital lease principal payments
|
(5,472
|
)
|
|
(2,216
|
)
|
||
Net cash provided by financing activities
|
401,615
|
|
|
171,920
|
|
||
|
|
|
|
||||
Net change in cash and cash equivalents
|
(125,166
|
)
|
|
7,385
|
|
||
Cash and cash equivalents at beginning of period
|
126,175
|
|
|
18,363
|
|
||
Cash and cash equivalents at end of period
|
$
|
1,009
|
|
|
$
|
25,748
|
|
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
|
|
||
Interest paid
|
$
|
25,422
|
|
|
$
|
10,800
|
|
Non-cash activity during the period for
:
|
|
|
|
|
|
||
Increase in capital lease asset/obligation
|
$
|
8,235
|
|
|
$
|
5,178
|
|
Elimination of net deferred tax liabilities
|
80,741
|
|
|
39,785
|
|
||
Limited partner and general partner units issued for acquisitions
|
52,500
|
|
|
59,000
|
|
||
Settlement of current income taxes payable/(receivable) with EQT
|
3,705
|
|
|
(6,294
|
)
|
(1)
|
Financial statements for the
six
months ended
June 30, 2015
have been retrospectively recast to reflect the inclusion of
NWV Gathering
. Financial statements for the
six
months ended
June 30, 2014
have been retrospectively recast to reflect the inclusion of
NWV Gathering
and Jupiter. See Note B.
|
|
June 30,
2015 |
|
December 31, 2014
|
||||
ASSETS
|
(Thousands, except number of
units)
|
||||||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
1,009
|
|
|
$
|
126,175
|
|
Accounts receivable (net of allowance for doubtful accounts of $211 as of June 30, 2015 and $260 as of December 31, 2014)
|
13,941
|
|
|
16,492
|
|
||
Accounts receivable – affiliate
|
61,511
|
|
|
55,068
|
|
||
Other current assets
|
826
|
|
|
1,710
|
|
||
Total current assets
|
77,287
|
|
|
199,445
|
|
||
|
|
|
|
||||
Property, plant and equipment
|
2,007,248
|
|
|
1,821,803
|
|
||
Less: accumulated depreciation
|
(235,075
|
)
|
|
(216,486
|
)
|
||
Net property, plant and equipment
|
1,772,173
|
|
|
1,605,317
|
|
||
|
|
|
|
||||
Equity in nonconsolidated investments
|
46,279
|
|
|
—
|
|
||
Other assets
|
141,285
|
|
|
18,057
|
|
||
Total assets
|
$
|
2,037,024
|
|
|
$
|
1,822,819
|
|
|
|
|
|
||||
LIABILITIES AND PARTNERS’ CAPITAL
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
40,357
|
|
|
$
|
43,785
|
|
Due to related party
|
34,370
|
|
|
33,342
|
|
||
Short-term loans
|
312,000
|
|
|
—
|
|
||
Accrued interest
|
8,519
|
|
|
8,338
|
|
||
Accrued liabilities
|
6,036
|
|
|
9,055
|
|
||
Total current liabilities
|
401,282
|
|
|
94,520
|
|
||
|
|
|
|
||||
Deferred income taxes
|
—
|
|
|
78,583
|
|
||
Long-term debt
|
493,017
|
|
|
492,633
|
|
||
Lease obligation
|
148,831
|
|
|
143,828
|
|
||
Other long-term liabilities
|
6,017
|
|
|
7,111
|
|
||
Total liabilities
|
1,049,147
|
|
|
816,675
|
|
||
|
|
|
|
||||
Partners’ capital:
|
|
|
|
|
|
||
Predecessor equity
|
—
|
|
|
315,105
|
|
||
Common units (70,707,706 and 43,347,452 units issued and outstanding at June 30, 2015 and December 31, 2014, respectively)
|
1,026,670
|
|
|
1,647,910
|
|
||
Subordinated units (17,339,718 units issued and outstanding at December 31, 2014)
|
—
|
|
|
(929,374
|
)
|
||
General partner interest (1,443,015 and 1,238,514 units issued and outstanding at June 30, 2015 and December 31, 2014, respectively)
|
(38,793
|
)
|
|
(27,497
|
)
|
||
Total partners’ capital
|
987,877
|
|
|
1,006,144
|
|
||
Total liabilities and partners’ capital
|
$
|
2,037,024
|
|
|
$
|
1,822,819
|
|
|
|
|
Partners’ Capital
|
|
|
||||||||||||||
|
Predecessor
|
|
Limited Partners
|
|
General
|
|
|
||||||||||||
|
Equity
|
|
Common
|
|
Subordinated
|
|
Partner
|
|
Total
|
||||||||||
|
(Thousands)
|
||||||||||||||||||
Balance at January 1, 2014
|
$
|
310,861
|
|
|
$
|
818,431
|
|
|
$
|
(175,996
|
)
|
|
$
|
1,753
|
|
|
$
|
955,049
|
|
Net income
|
32,533
|
|
|
52,020
|
|
|
24,899
|
|
|
4,514
|
|
|
113,966
|
|
|||||
Capital contribution
|
—
|
|
|
338
|
|
|
152
|
|
|
10
|
|
|
500
|
|
|||||
Equity-based compensation plans
|
—
|
|
|
1,967
|
|
|
—
|
|
|
—
|
|
|
1,967
|
|
|||||
Distributions to unitholders
|
—
|
|
|
(28,946
|
)
|
|
(16,472
|
)
|
|
(2,571
|
)
|
|
(47,989
|
)
|
|||||
Net contributions from EQT
|
36,129
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36,129
|
|
|||||
Proceeds from equity offering, net of offering costs
|
—
|
|
|
902,451
|
|
|
—
|
|
|
—
|
|
|
902,451
|
|
|||||
Elimination of net current and deferred income tax liabilities
|
51,813
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,813
|
|
|||||
Jupiter net assets from EQT
|
(168,198
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(168,198
|
)
|
|||||
Issuance of units
|
—
|
|
|
39,091
|
|
|
—
|
|
|
19,909
|
|
|
59,000
|
|
|||||
Purchase price in excess of net assets from EQT
|
—
|
|
|
(177,773
|
)
|
|
(778,429
|
)
|
|
(55,600
|
)
|
|
(1,011,802
|
)
|
|||||
Balance at June 30, 2014
|
$
|
263,138
|
|
|
$
|
1,607,579
|
|
|
$
|
(945,846
|
)
|
|
$
|
(31,985
|
)
|
|
$
|
892,886
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at January 1, 2015
|
$
|
315,105
|
|
|
$
|
1,647,910
|
|
|
$
|
(929,374
|
)
|
|
$
|
(27,497
|
)
|
|
$
|
1,006,144
|
|
Net income
|
11,106
|
|
|
153,881
|
|
|
—
|
|
|
21,638
|
|
|
186,625
|
|
|||||
Capital contribution
|
—
|
|
|
1,713
|
|
|
—
|
|
|
35
|
|
|
1,748
|
|
|||||
Equity-based compensation plans
|
—
|
|
|
831
|
|
|
—
|
|
|
33
|
|
|
864
|
|
|||||
Distributions to unitholders
|
—
|
|
|
(68,274
|
)
|
|
(10,057
|
)
|
|
(15,071
|
)
|
|
(93,402
|
)
|
|||||
Conversion of subordinated units to common units
(2)
|
—
|
|
|
(939,431
|
)
|
|
939,431
|
|
|
—
|
|
|
—
|
|
|||||
Net distributions to EQT
|
(23,866
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,866
|
)
|
|||||
Proceeds from equity offering, net of offering costs
|
—
|
|
|
696,582
|
|
|
—
|
|
|
1,919
|
|
|
698,501
|
|
|||||
Elimination of net current and deferred tax liabilities
|
84,446
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
84,446
|
|
|||||
NWV Gathering net assets from EQT
|
(386,791
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(386,791
|
)
|
|||||
Issuance of units
|
—
|
|
|
38,910
|
|
|
—
|
|
|
13,590
|
|
|
52,500
|
|
|||||
Purchase price in excess of net assets from EQT
|
—
|
|
|
(505,452
|
)
|
|
—
|
|
|
(33,440
|
)
|
|
(538,892
|
)
|
|||||
Balance at June 30, 2015
|
$
|
—
|
|
|
$
|
1,026,670
|
|
|
$
|
—
|
|
|
$
|
(38,793
|
)
|
|
$
|
987,877
|
|
(1)
|
Financial statements for the
six
months ended
June 30, 2015
have been retrospectively recast to reflect the inclusion of
NWV Gathering
. Financial statements for the
six
months ended
June 30, 2014
have been retrospectively recast to reflect the inclusion of
NWV Gathering
and Jupiter. See Note B.
|
(2)
|
All subordinated units were converted to common units on a
one
-for-one basis on February 17, 2015. For purposes of calculating net income per common and subordinated unit, the conversion of the subordinated units is deemed to have occurred on January 1, 2015. See Note I.
|
|
Limited Partner Units
|
|
General
|
|
|
||||||
|
Common
|
|
Subordinated
|
|
Partner Units
|
|
Total
|
||||
Balance at January 1, 2014
|
30,468,902
|
|
|
17,339,718
|
|
|
975,686
|
|
|
48,784,306
|
|
May 2014 equity offering
|
12,362,500
|
|
|
—
|
|
|
—
|
|
|
12,362,500
|
|
Jupiter Acquisition consideration (see Note B)
|
516,050
|
|
|
—
|
|
|
262,828
|
|
|
778,878
|
|
Balance at December 31, 2014
|
43,347,452
|
|
|
17,339,718
|
|
|
1,238,514
|
|
|
61,925,684
|
|
Conversion of subordinated units to common units
|
17,339,718
|
|
|
(17,339,718
|
)
|
|
—
|
|
|
—
|
|
2014 EQM VDA issuance
|
21,063
|
|
|
—
|
|
|
430
|
|
|
21,493
|
|
March 2015 equity offering
|
9,487,500
|
|
|
—
|
|
|
25,255
|
|
|
9,512,755
|
|
NWV Gathering Acquisition consideration (see Note B)
|
511,973
|
|
|
—
|
|
|
178,816
|
|
|
690,789
|
|
Balance at June 30, 2015
|
70,707,706
|
|
|
—
|
|
|
1,443,015
|
|
|
72,150,721
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(Thousands)
|
||||||||||||||
Revenues from external customers (including affiliates):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Transmission and storage
|
$
|
68,140
|
|
|
$
|
59,125
|
|
|
$
|
147,501
|
|
|
$
|
118,442
|
|
Gathering
|
76,473
|
|
|
50,202
|
|
|
151,923
|
|
|
98,793
|
|
||||
Total
|
$
|
144,613
|
|
|
$
|
109,327
|
|
|
$
|
299,424
|
|
|
$
|
217,235
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Transmission and storage
|
$
|
45,917
|
|
|
$
|
41,982
|
|
|
$
|
103,207
|
|
|
$
|
84,019
|
|
Gathering
|
55,479
|
|
|
30,418
|
|
|
110,941
|
|
|
60,998
|
|
||||
Total operating income
|
$
|
101,396
|
|
|
$
|
72,400
|
|
|
$
|
214,148
|
|
|
$
|
145,017
|
|
|
|
|
|
|
|
|
|
||||||||
Reconciliation of operating income to net income:
|
|
|
|
|
|
|
|
|
|
|
|||||
Equity income
|
394
|
|
|
—
|
|
|
394
|
|
|
—
|
|
||||
Other income
|
1,169
|
|
|
559
|
|
|
1,883
|
|
|
828
|
|
||||
Interest expense
|
11,640
|
|
|
6,629
|
|
|
23,097
|
|
|
12,284
|
|
||||
Income tax expense
|
—
|
|
|
7,362
|
|
|
6,703
|
|
|
19,595
|
|
||||
Net income
|
$
|
91,319
|
|
|
$
|
58,968
|
|
|
$
|
186,625
|
|
|
$
|
113,966
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
|
(Thousands)
|
||||||
Segment assets:
|
|
|
|
|
|
||
Transmission and storage
|
$
|
998,173
|
|
|
$
|
928,864
|
|
Gathering
|
863,350
|
|
|
765,090
|
|
||
Total operating segments
|
1,861,523
|
|
|
1,693,954
|
|
||
Headquarters, including cash
|
175,501
|
|
|
128,865
|
|
||
Total assets
|
$
|
2,037,024
|
|
|
$
|
1,822,819
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(Thousands)
|
||||||||||||||
Depreciation and amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Transmission and storage
|
$
|
7,017
|
|
|
$
|
6,322
|
|
|
$
|
13,785
|
|
|
$
|
12,481
|
|
Gathering
|
5,241
|
|
|
4,114
|
|
|
10,400
|
|
|
7,952
|
|
||||
Total
|
$
|
12,258
|
|
|
$
|
10,436
|
|
|
$
|
24,185
|
|
|
$
|
20,433
|
|
|
|
|
|
|
|
|
|
||||||||
Expenditures for segment assets:
|
|
|
|
|
|
|
|
||||||||
Transmission and storage
|
$
|
58,020
|
|
|
$
|
25,080
|
|
|
$
|
79,482
|
|
|
$
|
39,081
|
|
Gathering
|
69,029
|
|
|
56,406
|
|
|
105,298
|
|
|
90,855
|
|
||||
Total
(1)
|
$
|
127,049
|
|
|
$
|
81,486
|
|
|
$
|
184,780
|
|
|
$
|
129,936
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(Thousands, except per unit data)
|
||||||||||||||
Net income
|
$
|
91,319
|
|
|
$
|
58,968
|
|
|
$
|
186,625
|
|
|
$
|
113,966
|
|
Less:
|
|
|
|
|
|
|
|
||||||||
Pre-acquisition net income allocated to parent
|
—
|
|
|
(12,390
|
)
|
|
(11,106
|
)
|
|
(32,533
|
)
|
||||
General partner interest in net income – 2%
|
(1,826
|
)
|
|
(932
|
)
|
|
(3,510
|
)
|
|
(1,628
|
)
|
||||
General partner interest in net income attributable to incentive distribution rights
|
(10,082
|
)
|
|
(1,860
|
)
|
|
(18,128
|
)
|
|
(2,886
|
)
|
||||
Limited partner interest in net income
|
$
|
79,411
|
|
|
$
|
43,786
|
|
|
$
|
153,881
|
|
|
$
|
76,919
|
|
|
|
|
|
|
|
|
|
||||||||
Net income allocable to common units - basic
|
$
|
79,411
|
|
|
$
|
30,861
|
|
|
$
|
153,881
|
|
|
$
|
52,020
|
|
Net income allocable to subordinated units - basic
|
—
|
|
|
12,925
|
|
|
—
|
|
|
24,899
|
|
||||
Limited partner interest in net income - basic
|
$
|
79,411
|
|
|
$
|
43,786
|
|
|
$
|
153,881
|
|
|
$
|
76,919
|
|
|
|
|
|
|
|
|
|
||||||||
Net income allocable to common units – diluted
|
$
|
79,411
|
|
|
$
|
30,871
|
|
|
$
|
153,881
|
|
|
$
|
52,038
|
|
Net income allocable to subordinated units – diluted
|
—
|
|
|
12,915
|
|
|
—
|
|
|
24,881
|
|
||||
Limited partner interest in net income – diluted
|
$
|
79,411
|
|
|
$
|
43,786
|
|
|
$
|
153,881
|
|
|
$
|
76,919
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average limited partner units outstanding – basic
|
|
|
|
|
|
|
|
||||||||
Common units
|
70,722
|
|
|
36,919
|
|
|
66,430
|
|
|
34,159
|
|
||||
Subordinated units
|
—
|
|
|
17,340
|
|
|
—
|
|
|
17,340
|
|
||||
Total
|
70,722
|
|
|
54,259
|
|
|
66,430
|
|
|
51,499
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Weighted average limited partner units outstanding – diluted
|
|
|
|
|
|
|
|
||||||||
Common units
|
70,876
|
|
|
37,046
|
|
|
66,591
|
|
|
34,282
|
|
||||
Subordinated units
|
—
|
|
|
17,340
|
|
|
—
|
|
|
17,340
|
|
||||
Total
|
70,876
|
|
|
54,386
|
|
|
66,591
|
|
|
51,622
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income per limited partner unit – basic
|
|
|
|
|
|
|
|
||||||||
Common units
|
$
|
1.12
|
|
|
$
|
0.84
|
|
|
$
|
2.32
|
|
|
$
|
1.52
|
|
Subordinated units
|
—
|
|
|
0.75
|
|
|
—
|
|
|
1.44
|
|
||||
Total
|
$
|
1.12
|
|
|
$
|
0.81
|
|
|
$
|
2.32
|
|
|
$
|
1.49
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per limited partner unit – diluted
|
|
|
|
|
|
|
|
||||||||
Common units
|
$
|
1.12
|
|
|
$
|
0.83
|
|
|
$
|
2.31
|
|
|
$
|
1.52
|
|
Subordinated units
|
—
|
|
|
0.74
|
|
|
—
|
|
|
1.43
|
|
||||
Total
|
$
|
1.12
|
|
|
$
|
0.81
|
|
|
$
|
2.31
|
|
|
$
|
1.49
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
% Change
|
|
2015
|
|
2014
|
|
% Change
|
||||||||||
FINANCIAL DATA
|
(Thousands, other than per day amounts)
|
||||||||||||||||||||
Firm reservation fee revenues
|
$
|
56,671
|
|
|
$
|
45,170
|
|
|
25.5
|
|
|
$
|
124,854
|
|
|
$
|
93,167
|
|
|
34.0
|
|
Volumetric based fee revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Usage fees under firm contracts
(1)
|
10,084
|
|
|
11,260
|
|
|
(10.4
|
)
|
|
19,017
|
|
|
20,285
|
|
|
(6.3
|
)
|
||||
Usage fees under interruptible contracts
|
1,385
|
|
|
2,695
|
|
|
(48.6
|
)
|
|
3,630
|
|
|
4,990
|
|
|
(27.3
|
)
|
||||
Total volumetric based fee revenues
|
11,469
|
|
|
13,955
|
|
|
(17.8
|
)
|
|
22,647
|
|
|
25,275
|
|
|
(10.4
|
)
|
||||
Total operating revenues
|
68,140
|
|
|
59,125
|
|
|
15.2
|
|
|
147,501
|
|
|
118,442
|
|
|
24.5
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating and maintenance
|
7,438
|
|
|
5,292
|
|
|
40.6
|
|
|
14,694
|
|
|
10,450
|
|
|
40.6
|
|
||||
Selling, general and administrative
|
7,768
|
|
|
5,529
|
|
|
40.5
|
|
|
15,815
|
|
|
11,492
|
|
|
37.6
|
|
||||
Depreciation and amortization
|
7,017
|
|
|
6,322
|
|
|
11.0
|
|
|
13,785
|
|
|
12,481
|
|
|
10.4
|
|
||||
Total operating expenses
|
22,223
|
|
|
17,143
|
|
|
29.6
|
|
|
44,294
|
|
|
34,423
|
|
|
28.7
|
|
||||
Operating income
|
$
|
45,917
|
|
|
$
|
41,982
|
|
|
9.4
|
|
|
$
|
103,207
|
|
|
$
|
84,019
|
|
|
22.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
OPERATIONAL DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Transmission pipeline throughput (BBtu per day)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Firm capacity reservation
|
1,825
|
|
|
1,240
|
|
|
47.2
|
|
|
1,924
|
|
|
1,289
|
|
|
49.3
|
|
||||
Volumetric based services
(2)
|
257
|
|
|
436
|
|
|
(41.1
|
)
|
|
236
|
|
|
351
|
|
|
(32.8
|
)
|
||||
Total transmission pipeline throughput
|
2,082
|
|
1,676
|
|
24.2
|
|
|
2,160
|
|
1,640
|
|
31.7
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average contracted firm transmission reservation commitments (BBtu per day)
|
2,362
|
|
|
1,745
|
|
|
35.4
|
|
|
2,655
|
|
|
1,878
|
|
|
41.4
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
$
|
58,020
|
|
|
$
|
25,080
|
|
|
131.3
|
|
|
$
|
79,482
|
|
|
$
|
39,081
|
|
|
103.4
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
% Change
|
|
2015
|
|
2014
|
|
% Change
|
||||||||||
FINANCIAL DATA
|
(Thousands, other than per day amounts)
|
||||||||||||||||||||
Firm reservation fee revenues
|
$
|
64,091
|
|
|
$
|
8,432
|
|
|
660.1
|
|
|
$
|
118,349
|
|
|
$
|
8,432
|
|
|
1,303.6
|
|
Volumetric based fee revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Usage fees under firm contracts
(1)
|
7,182
|
|
|
11,107
|
|
|
(35.3
|
)
|
|
16,614
|
|
|
11,107
|
|
|
49.6
|
|
||||
Usage fees under interruptible contracts
|
5,200
|
|
|
30,663
|
|
|
(83.0
|
)
|
|
16,960
|
|
|
79,254
|
|
|
(78.6
|
)
|
||||
Total volumetric based fee revenues
|
12,382
|
|
|
41,770
|
|
|
(70.4
|
)
|
|
33,574
|
|
|
90,361
|
|
|
(62.8
|
)
|
||||
Total operating revenues
|
76,473
|
|
|
50,202
|
|
|
52.3
|
|
|
151,923
|
|
|
98,793
|
|
|
53.8
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating and maintenance
|
9,794
|
|
|
8,334
|
|
|
17.5
|
|
|
17,017
|
|
|
15,915
|
|
|
6.9
|
|
||||
Selling, general and administrative
|
5,959
|
|
|
7,336
|
|
|
(18.8
|
)
|
|
13,565
|
|
|
13,928
|
|
|
(2.6
|
)
|
||||
Depreciation and amortization
|
5,241
|
|
|
4,114
|
|
|
27.4
|
|
|
10,400
|
|
|
7,952
|
|
|
30.8
|
|
||||
Total operating expenses
|
20,994
|
|
|
19,784
|
|
|
6.1
|
|
|
40,982
|
|
|
37,795
|
|
|
8.4
|
|
||||
Operating income
|
$
|
55,479
|
|
|
$
|
30,418
|
|
|
82.4
|
|
|
$
|
110,941
|
|
|
$
|
60,998
|
|
|
81.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
OPERATIONAL DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gathering volumes (BBtu per day)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Firm reservation
|
1,102
|
|
|
155
|
|
|
611.0
|
|
|
1,027
|
|
|
40
|
|
|
2,467.5
|
|
||||
Volumetric based services
(2)
|
319
|
|
|
880
|
|
|
(63.8
|
)
|
|
422
|
|
|
768
|
|
|
(45.1
|
)
|
||||
Total gathered volumes
|
1,421
|
|
1,035
|
|
37.3
|
|
|
1,449
|
|
808
|
|
79.3
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
$
|
69,029
|
|
|
$
|
56,406
|
|
|
22.4
|
|
|
$
|
105,298
|
|
|
$
|
90,855
|
|
|
15.9
|
|
•
|
EQM’s operating performance as compared to other publicly traded partnerships in the midstream energy industry without regard to historical cost basis or, in the case of adjusted EBITDA, financing methods;
|
•
|
the ability of EQM’s assets to generate sufficient cash flow to make distributions to EQM’s unitholders;
|
•
|
EQM’s ability to incur and service debt and fund capital expenditures; and
|
•
|
the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(Thousands)
|
||||||||||||||
Net income
|
$
|
91,319
|
|
|
$
|
58,968
|
|
|
$
|
186,625
|
|
|
$
|
113,966
|
|
Add:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
11,640
|
|
|
6,629
|
|
|
23,097
|
|
|
12,284
|
|
||||
Depreciation and amortization expense
|
12,258
|
|
|
10,436
|
|
|
24,185
|
|
|
20,433
|
|
||||
Income tax expense
|
—
|
|
|
7,362
|
|
|
6,703
|
|
|
19,595
|
|
||||
Non-cash long-term compensation expense
|
239
|
|
|
827
|
|
|
805
|
|
|
1,805
|
|
||||
Less:
|
|
|
|
|
|
|
|
||||||||
Equity income
|
(394
|
)
|
|
—
|
|
|
(394
|
)
|
|
—
|
|
||||
Other income
|
(1,169
|
)
|
|
(559
|
)
|
|
(1,883
|
)
|
|
(828
|
)
|
||||
Capital lease payments for AVC
(1)
|
(3,427
|
)
|
|
(4,216
|
)
|
|
(12,271
|
)
|
|
(11,195
|
)
|
||||
Adjusted EBITDA attributable to Jupiter prior to acquisition
(2)
|
—
|
|
|
(9,496
|
)
|
|
—
|
|
|
(34,733
|
)
|
||||
Adjusted EBITDA attributable to NWV Gathering prior to acquisition
(3)
|
—
|
|
|
(12,771
|
)
|
|
(19,841
|
)
|
|
(23,058
|
)
|
||||
Adjusted EBITDA
|
$
|
110,466
|
|
|
$
|
57,180
|
|
|
$
|
207,026
|
|
|
$
|
98,269
|
|
Less:
|
|
|
|
|
|
|
|
||||||||
Interest expense, excluding capital lease interest
|
(5,742
|
)
|
|
(1,275
|
)
|
|
(11,274
|
)
|
|
(1,992
|
)
|
||||
Ongoing maintenance capital expenditures, net of expected reimbursements
(4)
|
(1,878
|
)
|
|
(3,340
|
)
|
|
(2,925
|
)
|
|
(4,821
|
)
|
||||
Distributable cash flow
|
$
|
102,846
|
|
|
$
|
52,565
|
|
|
$
|
192,827
|
|
|
$
|
91,456
|
|
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
$
|
124,443
|
|
|
$
|
87,689
|
|
|
$
|
239,102
|
|
|
$
|
135,332
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
11,640
|
|
|
6,629
|
|
|
23,097
|
|
|
12,284
|
|
||||
Current tax expense
|
—
|
|
|
3,079
|
|
|
3,705
|
|
|
11,818
|
|
||||
Capital lease payments for AVC
(1)
|
(3,427
|
)
|
|
(4,216
|
)
|
|
(12,271
|
)
|
|
(11,195
|
)
|
||||
Adjusted EBITDA attributable to Jupiter prior to acquisition
(2)
|
—
|
|
|
(9,496
|
)
|
|
—
|
|
|
(34,733
|
)
|
||||
Adjusted EBITDA attributable to NWV Gathering prior to acquisition
(3)
|
—
|
|
|
(12,771
|
)
|
|
(19,841
|
)
|
|
(23,058
|
)
|
||||
Other, including changes in working capital
|
(22,190
|
)
|
|
(13,734
|
)
|
|
(26,766
|
)
|
|
7,821
|
|
||||
Adjusted EBITDA
|
$
|
110,466
|
|
|
$
|
57,180
|
|
|
$
|
207,026
|
|
|
$
|
98,269
|
|
(4)
|
Ongoing maintenance capital expenditures, net of expected reimbursements excludes ongoing maintenance attributable to
NWV Gathering
prior to acquisition of
$0.3 million
for the
six months ended June 30, 2015
and
$0.3 million
for the
three and six
months ended
June 30, 2014
. Additionally, it excludes ongoing maintenance capital expenditures that EQM expects to be reimbursed or that was reimbursed by EQT under the terms of EQM's omnibus agreement of $
1.5 million
and
$0.4 million
for the
three months ended June 30, 2015
and
2014
, respectively, and
$1.7 million
and
$0.5 million
for the
six months ended June 30, 2015
and
2014
, respectively.
|
•
|
Third Party Projects
. In July 2015, EQM announced its agreement with Range Resources - Appalachia, LLC to construct a natural gas header pipeline in southwestern Pennsylvania to support Marcellus and Utica development at a cost of approximately $250 million. The pipeline is contracted to provide 550 MDth per day of firm capacity and is backed by a ten-year firm capacity reservation commitment. EQM plans to complete the project in two phases, with phase one expected to be in-service by the third quarter of 2016 and phase two by mid-year 2017. The majority of EQM's capital investment is expected throughout 2016 and the first half of 2017. EQM expects to
|
•
|
Gathering System Expansions
. EQM expects capital expenditures of approximately $100 million in 2015 related to expansion in the Jupiter development area that will raise total firm gathering capacity in that area to 775 MMcf per day. The Jupiter expansion is fully subscribed and is expected to be in service by year-end 2015. In addition, EQM expects to invest a total of approximately $370 million, of which approximately $65 million is expected to be spent during 2015, related to expansion in the NWV Gathering development area. These expenditures are part of an additional fully subscribed expansion project expected to raise total firm gathering capacity in the NWV Gathering development area from the current 460 MMcf per day to 640 MMcf per day by year-end 2017.
|
•
|
Ohio Valley Connector
. The OVC includes a 36-mile pipeline that will extend EQM's transmission and storage system from northern West Virginia to Clarington, Ohio, at which point it will interconnect with the Rockies Express Pipeline and the Texas Eastern Pipeline. EQM submitted the OVC certificate application, which also includes related Equitrans transmission expansion projects, to the FERC in December of 2014 and anticipates receiving the certificate in the second half of 2015. Subject to FERC approval, construction is scheduled to begin in the third quarter of 2015 and the pipeline is expected to be in-service by mid-year 2016. The OVC will provide approximately 850 BBtu per day of transmission capacity and the greenfield portion is estimated to cost approximately $300 million, of which $120 million to $130 million is expected to be spent in 2015. EQM has entered into a 20-year precedent agreement for a total of 650 BBtu per day of firm transmission capacity on the OVC.
|
•
|
Transmission Expansion Projects
. EQM also plans to begin several multi-year transmission expansion projects to support the continued growth of the Marcellus and Utica development. The projects may include pipeline looping, compression installation and new pipeline segments, which combined are expected to increase transmission capacity by approximately 1.0 Bcf per day by year-end 2017. EQM expects to invest a total of approximately $400 million on these projects. Combined with the Antero Resources (Antero) transmission project which was completed in the second quarter of 2015, EQM expects to spend approximately $50 million on transmission projects during 2015.
|
•
|
Mountain Valley Pipeline
. On March 30, 2015, EQM assumed EQT's 55% interest in MVP Joint Venture, a joint venture with affiliates of each of NextEra Energy, Inc., WGL Holdings, Inc. and Vega Energy Partners, Ltd. EQM also assumed the role of operator of the MVP to be constructed by the joint venture. The estimated 300-mile MVP is currently targeted at 42" in diameter and a minimum capacity of 2.0 Bcf per day, and will extend from EQM's existing transmission and storage system in Wetzel County, West Virginia to Pittsylvania County, Virginia. As currently designed, the MVP is estimated to cost a total of $3.0 billion to $3.5 billion, excluding AFUDC, with EQM funding its proportionate share through capital contributions made to the joint venture. In 2015, EQM's capital contributions are expected to be approximately $105 million to $115 million and will be primarily in support of environmental and land assessments, design work and materials. Expenditures are expected to increase substantially as construction commences, with the bulk of the expenditures expected to be made in 2017 and 2018. The MVP Joint Venture has secured a total of 2.0 Bcf per day of 20 year firm capacity commitments and is currently in negotiation with additional shippers who have expressed interest in the MVP project. As a result, the final project scope and total capacity has not yet been determined; however, the voluntary pre-filing process with the FERC began in October 2014. The pipeline, which is subject to FERC approval, is expected to be in-service during the fourth quarter of 2018.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(Thousands)
|
||||||||||||||
Expansion capital expenditures
|
$
|
122,360
|
|
|
$
|
74,873
|
|
|
$
|
177,854
|
|
|
$
|
121,179
|
|
Maintenance capital expenditures:
|
|
|
|
|
|
|
|
||||||||
Ongoing maintenance
|
3,413
|
|
|
4,092
|
|
|
5,010
|
|
|
5,671
|
|
||||
Funded regulatory compliance
|
1,276
|
|
|
2,521
|
|
|
1,916
|
|
|
3,086
|
|
||||
Total maintenance capital expenditures
|
4,689
|
|
|
6,613
|
|
|
6,926
|
|
|
8,757
|
|
||||
Total capital expenditures
(1)
|
$
|
127,049
|
|
|
$
|
81,486
|
|
|
$
|
184,780
|
|
|
$
|
129,936
|
|
Rating Service
|
|
Senior Notes
|
|
Outlook
|
Moody’s Investors Service
|
|
Ba1
|
|
Stable
|
Standard & Poor’s Ratings Services
|
|
BBB-
|
|
Stable
|
Fitch Ratings
|
|
BBB-
|
|
Stable
|
•
|
In connection with any future issuances of limited partner interests by EQM, EQM General Partner may elect to maintain its percentage EQM general partner interest (which was a 2.0% general partner interest as of June 30, 2015) immediately prior to such issuance by making: (i) an election prior to such issuance and (ii) a capital contribution to EQM on or prior to the earlier of (a) EQM’s demand for such capital contribution and (b) the distribution record date for the quarter in which such election is made. Prior to the amendment, such capital contributions were required to be made on or prior to any subsequent issuance of EQM limited partner interests.
|
•
|
The amendment clarifies that any EQM General Partner capital contributions made to maintain its percentage interest as described above may be made, at EQM General Partner’s election, in the form of EQM common units.
|
•
|
The amendment eliminates the prohibition on EQM’s issuance of fractional partnership interests.
|
3.1
|
|
|
Amendment No. 2 to the First Amended and Restated Agreement of Limited Partnership of EQT Midstream Partners, LP, dated July 23, 2015
|
3.2
|
|
|
Third Amended and Restated Limited Liability Company Agreement of EQT Midstream Services, LLC, dated May 15, 2015
|
31.1
|
|
|
Rule 13(a)-14(a) Certification of Principal Executive Officer
|
31.2
|
|
|
Rule 13(a)-14(a) Certification of Principal Financial Officer
|
32
|
|
|
Section 1350 Certification of Principal Executive Officer and Principal Financial Officer
|
101
|
|
|
Interactive Data File
|
|
EQT Midstream Partners, LP
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
By:
|
EQT Midstream Services, LLC, its General Partner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Philip P. Conti
|
|
|
|
Philip P. Conti
|
|
|
|
Senior Vice President and Chief Financial Officer
|
Exhibit No.
|
|
Document Description
|
|
Method of Filing
|
|
3.1
|
|
|
Amendment No. 2 to the First Amended and Restated Agreement of Limited Partnership of EQT Midstream Partners, LP, dated July 23, 2015
|
|
Filed herewith as Exhibit 3.1
|
3.2
|
|
|
Third Amended and Restated Limited Liability Company Agreement of EQT Midstream Services, LLC, dated May 15, 2015
|
|
Filed as Exhibit 3.1 to Form 8-K (#001-35574) filed on May 15, 2015 which is incorporated herein by reference.
|
31.1
|
|
|
Rule 13(a)-14(a) Certification of Principal Executive Officer
|
|
Filed herewith as Exhibit 31.1
|
31.2
|
|
|
Rule 13(a)-14(a) Certification of Principal Financial Officer
|
|
Filed herewith as Exhibit 31.2
|
32
|
|
|
Section 1350 Certification of Principal Executive Officer and Principal Financial Officer
|
|
Filed herewith as Exhibit 32
|
101
|
|
|
Interactive Data File
|
|
Filed herewith as Exhibit 101
|
|
EQT Midstream Partners, LP
|
|
|
|
/s/ David L. Porges
|
|
David L. Porges
|
|
Chairman, President and Chief Executive Officer, EQT Midstream Services, LLC, the registrant’s General Partner
|
|
EQT Midstream Partners, LP
|
|
|
|
/s/ Philip P. Conti
|
|
Philip P. Conti
|
|
Senior Vice President and Chief Financial Officer, EQT Midstream Services, LLC, the registrant’s General Partner
|
/s/ David L. Porges
|
|
|
July 23, 2015
|
David L. Porges
Chairman, President and Chief Executive Officer, EQT Midstream Services, LLC, EQM’s General Partner
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Philip P. Conti
|
|
|
July 23, 2015
|
Philip P. Conti
Senior Vice President and Chief Financial Officer, EQT Midstream Services, LLC, EQM’s General Partner
|
|
|