Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Jan. 31, 2017 | Jun. 30, 2016 | |
Document and Entity Information | |||
Entity Registrant Name | EQT GP Holdings, LP | ||
Entity Central Index Key | 1,632,933 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Entity Common Stock, Shares Outstanding | 266,165,000 | ||
Document Fiscal Year Focus | 2,016 | ||
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 Public Float | $ 664 |
STATEMENTS OF CONSOLIDATED OPER
STATEMENTS OF CONSOLIDATED OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Income Statement [Abstract] | ||||
Operating revenues | [1],[2] | $ 735,614 | $ 632,936 | $ 489,218 |
Operating expenses: | ||||
Operating and maintenance | [1],[3] | 73,213 | 70,103 | 56,413 |
Selling, general and administrative | [1],[3] | 75,726 | 63,958 | 51,149 |
Depreciation and amortization | [1],[4] | 62,691 | 49,895 | 49,061 |
Total operating expenses | [1] | 211,630 | 183,956 | 156,623 |
Operating income | [1] | 523,984 | 448,980 | 332,595 |
Other income | [1],[5] | 37,918 | 8,694 | 3,313 |
Net interest expense | [1],[6] | 16,761 | 21,348 | 10,871 |
Income before income taxes | [1] | 545,141 | 436,326 | 325,037 |
Income tax expense | [1] | 10,147 | 2,326 | 79,135 |
Net income | [1],[4],[7] | 534,994 | 434,000 | 245,902 |
Net income attributable to noncontrolling interests | [1] | 300,815 | 226,397 | 124,025 |
Net income attributable to EQT GP Holdings, LP | [1] | 234,179 | 207,603 | 121,877 |
Calculation of limited partners' interest in net income: | ||||
Net income attributable to EQT GP Holdings, LP | [1] | 234,179 | 207,603 | 121,877 |
Less results attributable to the pre-IPO period | [1] | 0 | (42,238) | |
Less pre-acquisition income allocated to parent | [1] | (21,861) | (61,676) | $ 0 |
Limited partners' interest in net income | [1] | $ 212,318 | $ 103,689 | |
Net income per limited partner unit - basic and diluted (in USD per share) | [1] | $ 0.80 | $ 0.39 | |
Weighted average common units outstanding - basic and diluted (in shares) | [1] | 266,175,000 | 266,168,000 | |
[1] | As discussed in Note 2, EQGP’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 (the Gathering Assets), which were acquired by EQM effective on October 1, 2016 (the October 2016 Acquisition), and the Northern West Virginia Marcellus gathering system (NWV Gathering), which was acquired by EQM on March 17, 2015, because these transactions were between entities under common control. | |||
[2] | Operating revenues included affiliate revenues from EQT Corporation and subsidiaries (collectively, EQT) of $551.4 million, $462.4 million and $337.1 million for the years ended December 31, 2016, 2015 and 2014, respectively. See Note 5. | |||
[3] | Operating and maintenance expense included charges from EQT of $34.2 million, $33.5 million and $29.3 million for the years ended December 31, 2016, 2015 and 2014, respectively. Selling, general and administrative expense included charges from EQT of $68.0 million, $55.7 million and $46.5 million for the years ended December 31, 2016, 2015 and 2014, respectively. See Note 5. | |||
[4] | As discussed in Note 2, EQGP’s consolidated financial statements have been retrospectively recast to include the pre-acquisition results of AVC, Rager and the Gathering Assets, which were acquired by EQM effective on October 1, 2016, and NWV Gathering, which was acquired by EQM on March 17, 2015, because these transactions were between entities under common control. | |||
[5] | For the year ended December 31, 2016, other income included distributions received from EQT Energy Supply, LLC (EES) of $8.3 million and equity income from Mountain Valley Pipeline, LLC (MVP Joint Venture) of $9.9 million. For the year ended December 31, 2015, other income included equity income from the MVP Joint Venture of $2.4 million. See Notes 6 and 12. | |||
[6] | Net interest expense for the year ended December 31, 2016 included $1.7 million of interest income on the preferred interest (the Preferred Interest) in EES. See Note 12. | |||
[7] | As discussed in Note 2, EQGP’s consolidated financial statements have been retrospectively recast to include the pre-acquisition results of AVC, Rager and the Gathering Assets, which were acquired by EQM effective on October 1, 2016, and NWV Gathering, which was acquired by EQM on March 17, 2015, because these transactions were between entities under common control. |
STATEMENTS OF CONSOLIDATED OPE3
STATEMENTS OF CONSOLIDATED OPERATIONS (Footnotes) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Amount of charges included in operating and maintenance expense | [1],[2] | $ 73,213 | $ 70,103 | $ 56,413 |
Amount of charges included in selling, general and administrative expense | [1],[2] | 75,726 | 63,958 | 51,149 |
Equity income | [3] | 9,898 | 2,367 | 0 |
EQT | ||||
Affiliate revenues included in operating revenues | 551,400 | 462,400 | 337,100 | |
Amount of charges included in operating and maintenance expense | 34,200 | 33,500 | 29,300 | |
Amount of charges included in selling, general and administrative expense | 68,000 | 55,700 | 46,500 | |
Variable Interest Entity, Not Primary Beneficiary | MVP Joint Venture | Other Income | ||||
Equity income | 9,900 | 2,400 | ||
EQM | ||||
Affiliate revenues included in operating revenues | 551,353 | 462,371 | 337,132 | |
Amount of charges included in operating and maintenance expense | 34,179 | 33,452 | 29,258 | |
Amount of charges included in selling, general and administrative expense | 67,345 | 55,092 | 46,524 | |
Interest income on Preferred Interest | 1,740 | $ 0 | $ 0 | |
EQM | Variable Interest Entity, Not Primary Beneficiary | EES | ||||
Distributions included in other income | 8,300 | |||
Interest income on Preferred Interest | $ 1,740 | |||
[1] | As discussed in Note 2, EQGP’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 (the Gathering Assets), which were acquired by EQM effective on October 1, 2016 (the October 2016 Acquisition), and the Northern West Virginia Marcellus gathering system (NWV Gathering), which was acquired by EQM on March 17, 2015, because these transactions were between entities under common control. | |||
[2] | Operating and maintenance expense included charges from EQT of $34.2 million, $33.5 million and $29.3 million for the years ended December 31, 2016, 2015 and 2014, respectively. Selling, general and administrative expense included charges from EQT of $68.0 million, $55.7 million and $46.5 million for the years ended December 31, 2016, 2015 and 2014, respectively. See Note 5. | |||
[3] | As discussed in Note 2, EQGP’s consolidated financial statements have been retrospectively recast to include the pre-acquisition results of AVC, Rager and the Gathering Assets, which were acquired by EQM effective on October 1, 2016, and NWV Gathering, which was acquired by EQM on March 17, 2015, because these transactions were between entities under common control. |
STATEMENTS OF CONSOLIDATED CASH
STATEMENTS OF CONSOLIDATED CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||||
Cash flows from operating activities: | ||||||
Net income | [1],[2],[3] | $ 534,994 | $ 434,000 | $ 245,902 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
Depreciation and amortization | [1],[3] | 62,691 | 49,895 | 49,061 | ||
Deferred income taxes | [1] | 8,774 | (219,140) | (309,380) | ||
Equity income | [1] | (9,898) | (2,367) | 0 | ||
AFUDC – equity | [1] | (19,402) | (6,327) | (3,313) | ||
Non-cash long term compensation expense | [1] | 373 | 1,549 | 3,368 | ||
Non-cash adjustments | [1] | 0 | 0 | (1,520) | ||
Changes in other assets and liabilities: | ||||||
Accounts receivable | [1] | (2,872) | (647) | (5,446) | ||
Accounts payable | [1] | (9,394) | 8,511 | 4,734 | ||
Due to/from EQT affiliates | [1] | (34,133) | 216,869 | 334,088 | ||
Other assets and other liabilities | [1] | 4,224 | 5,986 | 7,342 | ||
Net cash provided by operating activities | [1] | 535,357 | 488,329 | 324,836 | ||
Cash flows from investing activities: | ||||||
Capital expenditures | [1] | (584,819) | (458,056) | (356,239) | ||
Acquisitions - net assets from EQT | [1] | (62,372) | (386,791) | (168,198) | ||
MVP Interest Acquisition and capital contributions to the MVP Joint Venture | [1] | (98,399) | (84,381) | 0 | ||
Sales of interests in the MVP Joint Venture | [1] | 12,533 | 9,723 | 0 | ||
Preferred Interest Acquisition | [1] | 0 | (124,317) | 0 | ||
Principal payments received on Preferred Interest | [1] | 1,024 | 0 | 0 | ||
Net cash used in investing activities | [1] | (732,033) | (1,043,822) | (524,437) | ||
Cash flows from financing activities: | ||||||
Proceeds from the issuance of EQM common units, net of offering costs | [1] | 217,102 | 1,182,002 | 902,467 | ||
Acquisitions - purchase price in excess of net assets from EQT | [1] | (3,734) | (486,392) | (952,802) | ||
Acquisition of AVC net assets from EQT | [1] | (208,894) | 0 | 0 | ||
Proceeds from EQM credit facility borrowings | [1] | 740,000 | 617,000 | 450,000 | ||
Payments of EQM credit facility borrowings | [1] | (1,039,000) | (318,000) | (450,000) | ||
Proceeds from the issuance of EQM long-term debt | [1] | 500,000 | 0 | 500,000 | ||
Proceeds from the EQGP Working Capital Facility loan, net of payments | [1] | 18 | 66 | 0 | ||
Net contributions from (distributions to) EQT | [1] | 20,234 | (102,662) | (240,170) | ||
Capital contributions | [1] | 5,884 | 1,748 | 382 | ||
Distributions paid to noncontrolling interest owners of EQM | [1] | (174,878) | (117,755) | (67,819) | ||
Distributions paid to EQGP unitholders | [1] | (151,980) | (40,295) | 0 | ||
Discount, debt issuance costs and credit facility fees | [1] | (8,580) | 0 | (9,707) | ||
Net cash (used in) provided by financing activities | [1] | (103,828) | 735,712 | 132,351 | ||
Net change in cash and cash equivalents | [1] | (300,504) | 180,219 | (67,250) | ||
Cash and cash equivalents at beginning of year | [1] | 360,957 | [4] | 180,738 | 247,988 | |
Cash and cash equivalents at end of year | [1] | 60,453 | [4] | 360,957 | [4] | 180,738 |
Cash paid during the year for: | ||||||
Interest, net of amount capitalized | [1] | 13,902 | 19,610 | 1,580 | ||
Non-cash activity during the year: | ||||||
MVP Joint Venture investment/payable for capital contributions | [1] | 11,471 | 0 | 0 | ||
Elimination of net current and deferred tax liabilities | [1] | 93,951 | (164,586) | 0 | ||
Asset adjustments prior to acquisition | [1] | (115,270) | [2],[5] | 0 | 0 | |
Limited partner and general partner units issued for acquisitions | [1] | 0 | 52,500 | 59,000 | ||
Net settlement of current income taxes payable with EQT | [1] | $ 0 | $ 371,664 | $ 214,983 | ||
[1] | As discussed in Note 2, EQGP’s consolidated financial statements have been retrospectively recast to include the pre-acquisition results of AVC, Rager and the Gathering Assets, which were acquired by EQM effective on October 1, 2016, and NWV Gathering, which was acquired by EQM on March 17, 2015, because these transactions were between entities under common control. | |||||
[2] | As discussed in Note 2, EQGP’s consolidated financial statements have been retrospectively recast to include the pre-acquisition results of AVC, Rager and the Gathering Assets, which were acquired by EQM effective on October 1, 2016, and NWV Gathering, which was acquired by EQM on March 17, 2015, because these transactions were between entities under common control. | |||||
[3] | As discussed in Note 2, EQGP’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 (the Gathering Assets), which were acquired by EQM effective on October 1, 2016 (the October 2016 Acquisition), and the Northern West Virginia Marcellus gathering system (NWV Gathering), which was acquired by EQM on March 17, 2015, because these transactions were between entities under common control. | |||||
[4] | Financial statements as of December 31, 2015 have been retrospectively recast to include AVC, Rager and the Gathering Assets as a result of the October 2016 Acquisition. 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 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |
Current assets: | |||
Cash and cash equivalents | [1],[2] | $ 60,453 | $ 360,957 |
Accounts receivable (net of allowance for doubtful accounts of $319 and $248 as of December 31, 2016 and 2015, respectively) | [2] | 20,662 | 17,790 |
Accounts receivable – affiliate | [2] | 81,358 | 80,507 |
Other current assets | [2] | 9,912 | 2,634 |
Total current assets | [2] | 172,385 | 461,888 |
Property, plant and equipment | [2] | 2,894,858 | 2,362,316 |
Less: accumulated depreciation | [2] | (316,024) | (264,602) |
Net property, plant and equipment | [2] | 2,578,834 | 2,097,714 |
Investments in unconsolidated entities | [2] | 184,562 | 77,025 |
Preferred Interest in EES | [2] | 119,126 | 124,317 |
Other assets | [2] | 21,542 | 72,846 |
Total assets | [2] | 3,076,449 | 2,833,790 |
Current liabilities: | |||
Accounts payable | [2] | 35,831 | 42,680 |
Due to related party | [2] | 20,360 | 48,346 |
EQM credit facility borrowings | [2] | 0 | 299,000 |
Capital contribution payable to MVP Joint Venture | [2] | 11,471 | 0 |
Accrued interest | [2] | 12,016 | 8,753 |
Accrued liabilities | [2] | 8,755 | 7,083 |
Total current liabilities | [2] | 88,433 | 405,862 |
Deferred income taxes | [2] | 0 | 84,099 |
Long-term debt | [2] | 985,732 | 493,401 |
Other long-term liabilities | [2] | 9,562 | 7,834 |
Total liabilities | [2] | 1,083,727 | 991,196 |
Equity: | |||
Parent net investment | [2] | 0 | 275,545 |
Partners' capital (266,165,000 common units issued and outstanding at December 31, 2016 and 2015) | [2] | (1,077,100) | (1,204,509) |
Noncontrolling interests | [2] | 3,069,822 | 2,771,558 |
Total equity | [2],[3] | 1,992,722 | 1,842,594 |
Total liabilities and equity | [2] | $ 3,076,449 | $ 2,833,790 |
[1] | As discussed in Note 2, EQGP’s consolidated financial statements have been retrospectively recast to include the pre-acquisition results of AVC, Rager and the Gathering Assets, which were acquired by EQM effective on October 1, 2016, and NWV Gathering, which was acquired by EQM on March 17, 2015, because these transactions were between entities under common control. | ||
[2] | Financial statements as of December 31, 2015 have been retrospectively recast to include AVC, Rager and the Gathering Assets as a result of the October 2016 Acquisition. See Note 2. | ||
[3] | As discussed in Note 2, EQGP’s consolidated financial statements have been retrospectively recast to include the pre-acquisition results of AVC, Rager and the Gathering Assets, which were acquired by EQM effective on October 1, 2016, and NWV Gathering, which was acquired by EQM on March 17, 2015, because these transactions were between entities under common control. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 319 | $ 248 |
Common units issued (in shares) | 266,165,000 | 266,165,000 |
Common units outstanding (in shares) | 266,165,000 | 266,165,000 |
STATEMENTS OF CONSOLIDATED EQUI
STATEMENTS OF CONSOLIDATED EQUITY - USD ($) $ in Thousands | Total | Parent Net Investment | Common Units | Noncontrolling Interest in Consolidated Subsidiaries | ||
Beginning balance at Dec. 31, 2013 | [1] | $ 1,278,625 | $ 449,958 | $ 0 | $ 828,667 | |
Increase (Decrease) in Partners' Capital | ||||||
Net income | [1] | 245,902 | [2],[3] | 121,877 | 124,025 | |
Net contributions (distributions) to EQT | [1] | (25,187) | (25,187) | |||
Capital contributions | [1] | 500 | 500 | |||
Equity-based compensation plans | [1] | 3,692 | 3,692 | |||
Distributions to noncontrolling interest owners of EQM | [1] | (67,819) | (67,819) | |||
EQM equity transactions | [1],[4] | 961,467 | 59,000 | 902,467 | ||
Acquisitions from affiliates | [1] | (1,180,000) | (1,180,000) | |||
Asset adjustments prior to acquisition | [2] | 0 | ||||
Ending balance at Dec. 31, 2014 | [1] | 1,217,180 | (570,160) | 0 | 1,787,340 | |
Increase (Decrease) in Partners' Capital | ||||||
Net income | [1] | 434,000 | [2],[3] | 103,914 | 103,689 | 226,397 |
Net contributions (distributions) to EQT | [1] | 269,073 | 269,073 | |||
Capital contributions | [1] | 7,492 | 1,748 | 5,744 | ||
Equity-based compensation plans | [1] | 1,620 | 247 | 316 | 1,057 | |
Distributions to noncontrolling interest owners of EQM | [1] | (117,755) | (117,755) | |||
EQM equity transactions | [1],[4] | 1,234,502 | 52,500 | 1,182,002 | ||
Acquisitions from affiliates | [1] | (925,683) | (925,683) | |||
Asset adjustments prior to acquisition | [2] | 0 | ||||
Distributions to EQGP unitholders | [1] | (40,295) | (40,295) | |||
Changes in ownership of EQM, net | [1] | (72,954) | 119,926 | 114,603 | (307,483) | |
Elimination of net current and deferred tax liabilities | [1] | (164,586) | (164,586) | |||
Conversion of parent net investment to limited partner interest upon IPO | [1] | 0 | 1,388,566 | (1,388,566) | ||
Ending balance at Dec. 31, 2015 | [1] | 1,842,594 | [5] | 275,545 | (1,204,509) | 2,771,558 |
Increase (Decrease) in Partners' Capital | ||||||
Net income | [1] | 534,994 | [2],[3] | 21,861 | 212,318 | 300,815 |
Net contributions (distributions) to EQT | [1] | 20,234 | 20,234 | |||
Elimination of capital lease (c) | [1],[6] | 0 | (25,055) | 25,055 | ||
Capital contributions | [1] | 602 | 602 | |||
Equity-based compensation plans | [1] | 373 | 212 | 161 | ||
Distributions to noncontrolling interest owners of EQM | [1] | (174,878) | (174,878) | |||
EQM equity transactions | [1],[4] | 217,102 | 217,102 | |||
Acquisitions from affiliates | [1] | (275,000) | (271,266) | (3,734) | ||
Asset adjustments prior to acquisition | [1],[7] | (115,270) | [2] | (115,270) | ||
Distributions to EQGP unitholders | [1] | (151,980) | (151,980) | |||
Changes in ownership of EQM, net | [1] | 0 | 44,936 | (44,936) | ||
Elimination of net current and deferred tax liabilities | [1] | 93,951 | 93,951 | |||
Ending balance at Dec. 31, 2016 | [1] | $ 1,992,722 | [5] | $ 0 | $ (1,077,100) | $ 3,069,822 |
[1] | As discussed in Note 2, EQGP’s consolidated financial statements have been retrospectively recast to include the pre-acquisition results of AVC, Rager and the Gathering Assets, which were acquired by EQM effective on October 1, 2016, and NWV Gathering, which was acquired by EQM on March 17, 2015, because these transactions were between entities under common control. | |||||
[2] | As discussed in Note 2, EQGP’s consolidated financial statements have been retrospectively recast to include the pre-acquisition results of AVC, Rager and the Gathering Assets, which were acquired by EQM effective on October 1, 2016, and NWV Gathering, which was acquired by EQM on March 17, 2015, because these transactions were between entities under common control. | |||||
[3] | As discussed in Note 2, EQGP’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 (the Gathering Assets), which were acquired by EQM effective on October 1, 2016 (the October 2016 Acquisition), and the Northern West Virginia Marcellus gathering system (NWV Gathering), which was acquired by EQM on March 17, 2015, because these transactions were between entities under common control. | |||||
[4] | Includes the impact of EQM's public equity offerings and units issued in connection with acquisitions from EQT as described in Note 2. | |||||
[5] | Financial statements as of December 31, 2015 have been retrospectively recast to include AVC, Rager and the Gathering Assets as a result of the October 2016 Acquisition. See Note 2. | |||||
[6] | Reflects the elimination of the historical capital lease depreciation expense as described in Note 2. | |||||
[7] | 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 |
Summary of Operations and Signi
Summary of Operations and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
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 EQT GP Holdings, LP and subsidiaries (collectively, EQGP) was formed in January 2015 as a Delaware limited partnership and wholly owned subsidiary of EQT Gathering Holdings, LLC (EQT Gathering Holdings), which is a Delaware limited liability company and wholly owned subsidiary of EQT. EQGP was formed to own EQT's partnership interests in EQT Midstream Partners, LP and subsidiaries (collectively, EQM), a growth-oriented Delaware limited partnership formed by EQT to own, operate, acquire and develop midstream assets in the Appalachian Basin. EQT Midstream Services, LLC (EQM General Partner) is a wholly owned subsidiary of EQGP and is EQM's general partner. EQT GP Services, LLC (EQGP General Partner) is a wholly owned subsidiary of EQT and is EQGP's general partner. On May 15, 2015, EQGP completed its initial public offering (IPO) of 26,450,000 common units representing limited partner interests, including 3,450,000 common units issued in connection with the full exercise of the underwriters' over-allotment option, at a price of $27.00 per common unit. EQGP did not receive any proceeds from, or incur any expenses in connection with, the public offering. As the selling unitholder, EQT Gathering Holdings received all proceeds from and incurred all expenses in connection with EQGP's IPO. As of December 31, 2016 , EQGP owned the following three types of EQM partnership interests: 21,811,643 EQM common units, representing a 26.6% limited partner interest in EQM; 1,443,015 EQM general partner units, representing a 1.8% general partner interest in EQM; and all of EQM's incentive distribution rights, or IDRs, which entitle EQGP to receive up to 48.0% of all incremental cash distributed by EQM if certain target distribution levels are reached in any quarter. For accounting purposes, the historical financial statements of EQGP for the time periods prior to the completion of the IPO (the Predecessor) include the assets, liabilities and results of operations of the EQM General Partner and EQT Midstream Investments, LLC (EQM LP). The Predecessor financial statements also include the assets, liabilities and results of operations of EQM and its consolidated subsidiaries for the time periods prior to the IPO as a result of the EQM General Partner’s ownership of the general partner interest in EQM. Prior to the IPO, the EQM General Partner and EQM LP were wholly owned subsidiaries of EQT and directly held EQT's partnership interests in EQM. Prior to the closing of the IPO, EQM LP merged with and into EQGP and EQT contributed 100% of the outstanding limited liability company interests in the EQM General Partner to EQGP. As discussed in Note 2, EQGP’s consolidated financial statements have been retrospectively recast for all periods presented to include the historical results of AVC, Rager and the Gathering Assets, which were acquired by EQM on October 13, 2016, and NWV Gathering, which was acquired by EQM on March 17, 2015, because these transactions were between entities under common control. EQGP and EQM do not have any employees. Administrative support for EQGP and EQM is provided by EQT. Operational support for EQM is provided by EQT Gathering, LLC (EQT Gathering), one of EQT’s operating subsidiaries engaged in midstream business operations. EQT Gathering’s employees manage and conduct EQM’s daily business operations. Nature of Business EQGP currently has no independent operations and EQGP's only cash-generating assets consist of partnership interests in EQM. EQM provides midstream services to EQT and third parties in the Appalachian Basin in Pennsylvania, West Virginia and Ohio through two primary assets: the gathering system and the transmission and storage system. As of December 31, 2016 , EQM’s gathering system included approximately 300 miles of high pressure gathering lines with approximately 1.8 Bcf per day of total firm gathering capacity and multiple interconnect points with EQM’s transmission and storage system. EQM’s gathering system also includes approximately 1,500 miles of Federal Energy Regulatory Commission (FERC)-regulated low pressure gathering lines. Revenues are primarily generated from EQM's firm gathering contracts. As of December 31, 2016 , EQM’s transmission and storage system included an approximately 950 -mile FERC-regulated interstate pipeline that connects to six interstate pipelines and multiple distribution companies. The transmission system is supported by 18 associated natural gas storage reservoirs with approximately 645 MMcf per day of peak withdrawal capacity and 43 Bcf of working gas capacity and 41 compressor units. As of December 31, 2016 , the transmission assets had total throughput capacity of approximately 4.3 Bcf per day. Revenues are primarily generated from EQM’s firm transmission and storage contracts. Significant Accounting Policies EQGP has no independent operations or material assets other than its partnership interests in EQM. EQGP's financial statements differ from those of EQM primarily as a result of: (i) the presentation of noncontrolling interest ownership in EQM attributable to the publicly held limited partner interests in EQM, (ii) incremental income tax expense as further discussed within Note 11, (iii) incremental selling, general and administrative expenses as the result of becoming a publicly traded partnership subsequent to its IPO that are separate from and in addition to those incurred by EQM and (iv) incremental interest expense incurred as a result of EQGP's working capital facility which EQGP entered into with EQT in connection with its IPO as further discussed within Note 9. Principles of Consolidation : The consolidated financial statements include the accounts of all entities in which EQGP holds a controlling financial interest. EQGP applies the equity method of accounting where it can exert significant influence over, but does not control or direct the policies, decisions or activities of an entity. 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 EQGP or EQM and EQT have been identified in the consolidated financial statements as transactions between related parties and are discussed in Note 5. Segments: Operating segments are revenue-producing components of the enterprise for which separate financial information is produced internally and are subject to evaluation by EQM's chief operating decision maker in deciding how to allocate resources. EQGP's two segments are the same as those of EQM as EQGP does not have any operating activities separate from those of EQM. EQM reports its operations in two segments, which reflect its lines of business. Gathering primarily includes high pressure gathering lines and the FERC-regulated low pressure gathering system. Transmission includes EQM’s FERC-regulated interstate pipeline and storage business. The operating segments are evaluated on their contribution to EQM’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 4. 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 United States generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Cash and Cash Equivalents: EQGP considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Interest earned on cash equivalents is included as a reduction to net interest expense in the accompanying statements of consolidated operations. Trade and Other 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 upon assessments by EQM's management, allowances for doubtful accounts of approximately $0.3 million and $0.2 million were provided at December 31, 2016 and 2015 , respectively. EQGP and EQM also have receivables due from EQT as discussed in Note 5. Fair Value of Financial Instruments: EQM has categorized its assets and liabilities disclosed at fair value into a three-level fair value hierarchy, based on the priority of the inputs to the valuation technique. 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). The carrying value of cash and cash equivalents, accounts receivable, amounts due to/from related parties and accounts payable approximate fair value due to the short maturity of the instruments; these are considered Level 1 fair values. The carrying value of EQM's credit facility borrowings approximates fair value as the interest rates are based on prevailing market rates; this is considered a Level 1 fair value. As EQM’s long-term debt is not actively traded, its fair value is a Level 2 fair value measurement estimated using a standard industry income approach model which utilizes a discount rate based on market rates for debt with similar remaining time to maturity and credit risk. See Note 9. 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 underlying asset are capitalized. EQM capitalized internal costs of $53.2 million and $78.9 million in 2016 and 2015 , respectively. EQM capitalized $9.4 million , $5.6 million and $2.3 million of interest on assets under construction in 2016 , 2015 and 2014 , respectively, including the debt component of allowance for funds used during construction (AFUDC). As of December 31, 2016 2015 (Thousands) Gathering assets $ 1,330,998 $ 1,081,472 Accumulated depreciation (110,473 ) (88,917 ) Net gathering assets 1,220,525 992,555 Transmission and storage assets 1,563,860 1,280,844 Accumulated depreciation (205,551 ) (175,685 ) Net transmission and storage assets 1,358,309 1,105,159 Net property, plant and equipment $ 2,578,834 $ 2,097,714 Depreciation is recorded using composite rates on a straight-line basis over the estimated useful life of the assets. The overall rates of depreciation for the years ended December 31, 2016 , 2015 and 2014 were approximately 2.2% , 2.1% and 2.5% , respectively. EQM estimates pipelines have useful lives ranging from 20 years to 65 years and compression equipment has useful lives ranging from 20 years to 50 years . As circumstances warrant, depreciation estimates are reviewed to determine if any changes in the underlying assumptions are necessary. For EQM's regulated fixed assets, depreciation rates are re-evaluated each time it files with the FERC for a change in its transmission and storage rates. Whenever events or changes in circumstances indicate that the carrying amount of long-lived assets may not be recoverable, EQM reviews its long-lived assets for impairment by first comparing the carrying value of the assets 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 assets' undiscounted cash flows, EQM estimates an impairment loss equal to the difference between the carrying value and fair value of the assets. Investments in Unconsolidated Entities: EQM evaluates its investments in unconsolidated entities for impairment whenever events or changes in circumstances indicate that the carrying value of such investments may have experienced a decline in value. When there is evidence of loss in value that is other than temporary, EQM compares the estimated fair value of the investment to the carrying value of the investment to determine whether impairment has occurred. If the estimated fair value is less than the carrying value, the excess of the carrying value over the estimated fair value is recognized as an impairment loss. Unamortized Debt Discount and Issuance Expense: Discounts and expenses incurred with the issuance of long-term debt are amortized over the term of the debt. These amounts are presented as a reduction of long-term debt on the accompanying consolidated balance sheets. Expenses incurred with the issuance and extension of EQM's $750 million credit facility are presented in other assets on the accompanying consolidated balance sheets. Natural Gas Imbalances: EQM experiences natural gas imbalances when the actual amount of natural gas delivered from a pipeline system or storage facility differs from the amount of natural gas scheduled to be delivered. EQM values these imbalances due to or from shippers and operators at current index prices. Imbalances are settled in-kind, subject to the terms of the FERC tariffs. Imbalances as of December 31, 2016 and 2015 were receivables of $2.8 million and $0.9 million , respectively, included in other current assets in the accompanying consolidated balance sheets with offsetting amounts recorded to system gas, a component of property, plant and equipment. EQM classifies imbalances as current as it expects to settle them within a year. Asset Retirement Obligations: Although individual assets will be replaced as needed, EQM's gathering system and transmission and storage system will continue to exist for an indefinite useful life. As such, there is uncertainty around the timing of any asset retirement activities. As a result, EQM determined that there is not sufficient information to make a reasonable estimate of the asset retirement obligations for the remaining assets as of December 31, 2016 and 2015 . Contingencies: EQM is involved in various regulatory and legal proceedings that arise in the ordinary course of business. A liability is recorded for contingencies based upon EQM's assessment that a loss is probable and that the amount of the loss can be reasonably estimated. EQM considers many factors in making these assessments, including history and specifics of each matter. Estimates are developed in consultation with legal counsel and are based upon the analysis of potential results. Regulatory Accounting: EQM’s regulated operations consist of interstate pipeline, intrastate gathering and storage operations subject to regulation by the FERC. Rate regulation provided by the FERC is designed to enable EQM to recover the costs of providing the regulated services plus an allowed return on invested capital. The application of regulatory accounting allows EQM to defer expenses and income in 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 in a period different from the period in which they would have been reflected in the statements of consolidated operations for a non-regulated entity. The deferred regulatory assets and liabilities are then recognized in the statements of consolidated operations in the period in which the same amounts are reflected in rates. The amounts deferred in the consolidated balance sheets relate primarily to the accounting for income taxes, post-retirement benefit costs and the storage retainage tracker on the AVC system. The amounts established for accounting for income taxes were primarily generated during the period prior to EQM's change in tax status in July 2012 when EQM was included as part of EQT’s consolidated federal tax return. EQM believes that it will continue to be subject to rate regulation that will provide for the recovery of deferred costs. See Note 13. Revenue Recognition: Reservation revenues on firm contracted capacity are recognized ratably over the contract period based on the contracted volume regardless of the amount of natural gas transported or gathered. Revenues associated with gathered or transported volumes under firm and interruptible contracts are recognized as physical deliveries of natural gas are made. AFUDC: The carrying costs for the construction of certain long-lived regulated assets are capitalized and amortized over the related assets’ estimated useful lives. The capitalized amount for construction of regulated assets includes interest cost (the interest component) and a designated cost of equity (the equity component) for financing the construction of these regulated assets. The interest components of AFUDC for the years ended December 31, 2016 , 2015 and 2014 of $2.4 million , $1.6 million and $1.0 million , respectively, were included as a reduction of net interest expense in the statements of consolidated operations. The equity components of AFUDC for the years ended December 31, 2016 , 2015 and 2014 of $19.4 million , $6.3 million and $3.2 million , respectively, were recorded in other income in the statements of consolidated operations. Equity-Based Compensation: EQGP has awarded equity-based compensation in connection with the EQT GP Services, LLC 2015 Long-Term Incentive Plan. These awards will be paid in EQGP common units; therefore, EQGP treats these programs as equity awards. Awards are recorded at fair value which utilizes the published market price on the grant date. See Note 10. Net Income per Limited Partner Unit: Net income per limited partner unit is calculated by dividing the limited partner interest in net income by the weighted average number of common units outstanding. Net income attributable to periods prior to the closing of EQGP's IPO is attributable to subsidiaries of EQT and has been excluded from the limited partner interest in net income. Net income per limited partner unit earned following the closing of the IPO was calculated based on the number of common units outstanding after the IPO date of May 15, 2015. Net income attributable to AVC, Rager and the Gathering Assets for the periods prior to October 1, 2016 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 pay the unitholders. See Note 3. Income Taxes: For the period prior to EQGP's IPO, EQGP's income was included as part of EQT's consolidated return for federal and state income tax purposes. Federal tax obligations of all EQT subsidiary companies are settled through EQT. The consolidated federal income tax of EQT is allocated among the group’s members on a separate return basis with tax credits allocated to the members generating the credits. As a result of its limited partnership structure following EQGP's IPO, EQGP is not subject to federal and state income taxes. In the second quarter of 2015, approximately $164.6 million of net current and deferred income taxes were eliminated through equity related to EQGP's IPO. Subsequent to May 15, 2015, for federal and state income tax purposes, all income, expenses, gains, losses and tax credits generated by EQGP will flow through to EQGP's unitholders, and accordingly, will not result in a provision for income taxes for EQGP. See Note 11. Noncontrolling Interests: Noncontrolling interests represent third party equity ownership in EQM and are presented as a component of equity and partners' capital in the accompanying consolidated balance sheets. In the consolidated statements of operations, noncontrolling interests reflect the allocation of earnings to third party investors in EQM. Recently Issued Accounting Standards: In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers . The standard requires an entity to recognize revenue in a manner that depicts the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date which approved a one year deferral of ASU 2014-09 to annual reporting periods beginning after December 15, 2017. EQGP expects to adopt the ASUs using the modified retrospective method of adoption on January 1, 2018. During 2016, EQGP completed an analysis of the impact of the standard on its broad contract types. As a result, EQGP anticipates that this standard will not have a material impact on net income. EQGP anticipates that a detailed review of the impact of the standard on all of its individual contracts will be completed by mid-year 2017. In February 2015, the FASB issued ASU No. 2015-02, Consolidation . The standard changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. EQGP adopted this standard in the first quarter of 2016 with no significant impact on reported results. See Note 8 for additional disclosures required as a result of the adoption of this standard. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The changes primarily affect the accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. This standard will eliminate the cost method of accounting for equity investments. The ASU will be effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period, with early adoption of certain provisions permitted. EQGP is currently evaluating the impact this standard will have on its financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases . The ASU requires, among other things, that lessees recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The ASU will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early adoption permitted. While EQGP is currently evaluating the provisions of this ASU to determine the impact this standard will have on its financial statements and related disclosures, the primary effect of adopting the new standard will be to record assets and obligations for contracts currently recognized as operating leases. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments. This ASU amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost basis, this ASU eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The ASU will be effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period. EQGP is currently evaluating the impact this standard will have on its financial statements and related disclosures. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . This ASU addresses the presentation and classification of eight specific cash flow issues. The amendments in the ASU will be effective for public business entities for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted. EQGP anticipates this standard will not have a material impact on its financial statements and related disclosures. Subsequent Events: EQGP has evaluated subsequent events through the date of the financial statement issuance. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions The following table presents EQM's acquisitions completed during the three years ended December 31, 2016 . Acquisition Date Total Consideration Cash Common Units Issued to EQT GP Units Issued to EQT (Thousands, except unit amounts) Jupiter Acquisition (a) 5/7/14 $ 1,180,000 $ 1,121,000 516,050 262,828 NWV Gathering Acquisition (b) 3/17/15 925,683 873,183 511,973 178,816 MVP Interest Acquisition (c) 3/30/15 54,229 54,229 — — Preferred Interest Acquisition (d) 4/15/15 124,317 124,317 — — October 2016 Acquisition (e) 10/13/16 $ 275,000 $ 275,000 — — (a) EQT contributed the Jupiter natural gas gathering system (Jupiter) to EQM Gathering Opco, LLC (EQM Gathering), an indirect wholly owned subsidiary of EQM. The cash portion of the purchase price was funded with the net proceeds from an equity offering of EQM common units and borrowings under EQM’s credit facility. (b) EQT contributed NWV Gathering to EQM Gathering. The cash portion of the purchase price was funded with net proceeds from an equity offering of EQM common units and borrowings under EQM's credit facility. (c) EQM assumed 100% of the membership interests in MVP Holdco, LLC (MVP Holdco), the owner of the interest (the MVP Interest) in the MVP Joint Venture, which at the time was an indirect wholly owned subsidiary of EQT. The cash payment made represented EQM's reimbursement to EQT for 100% of the capital contributions made by EQT to the MVP Joint Venture as of March 30, 2015. The cash payment was funded by borrowings under EQM's credit facility. See Note 6. (d) Pursuant to the NWV Gathering Acquisition contribution and sale agreement, EQM acquired a preferred interest (the Preferred Interest) from EQT in EES, which at the time was an indirect wholly owned subsidiary of EQT. EES generates revenue from services provided to a local distribution company. The cash payment was funded by borrowings under EQM's credit facility. In October 2016, the operating agreement of EES was amended to include 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 this amendment, the accounting for EQM's investment in EES converted from a cost method investment to a note receivable effective October 1, 2016. See Note 12. (e) 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 cash payment was funded by borrowings under EQM's credit facility. AVC, Rager, the Gathering Assets, NWV Gathering and Jupiter 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 partners’ capital. 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 October 2016 Acquisition, NWV Gathering Acquisition and Jupiter Acquisition as if the entities were owned for all periods presented; 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. 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 , $4.2 million and $1.9 million for the years ended December 31, 2016, 2015 and 2014, 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. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Equity | Equity Holdings of EQGP Equity . On May 15, 2015, EQGP completed its IPO of 26,450,000 common units representing limited partner interests. All of the common units sold in the IPO were sold by EQT Gathering Holdings. EQGP did not receive any proceeds from, or incur any expenses in connection with, the completion of the IPO. As of December 31, 2016 , EQT indirectly held 239,715,000 EQGP common units, representing a 90.1% limited partner interest, and the entire non-economic general partner interest in EQGP, while the public held 26,450,000 EQGP common units, representing a 9.9% limited partner interest in EQGP. Net Income Per Limited Partner Unit . The phantom units granted to the independent members of the Board of Directors of the EQGP General Partner will be paid in EQGP common units upon a director’s termination of service on the EQGP General Partner's Board of Directors. As there are no remaining service, performance or market conditions related to these awards, 11,449 and 2,928 phantom unit awards were included in the calculation of basic and diluted weighted average limited partner units outstanding for the years ended December 31, 2016 and 2015 , respectively. Holdings of EQM Equity . The following table summarizes EQM's public offerings of its common units during the three years ended December 31, 2016 . Common Units Issued (a) GP Units Issued (b) Price Per Unit Net Proceeds to EQM Underwriters' Discount and Other Offering Expenses (Thousands, except unit and per unit amounts) May 2014 equity offering (c) 12,362,500 — $ 75.75 $ 902,467 $ 33,992 March 2015 equity offering (d) 9,487,500 25,255 76.00 696,582 24,468 $750 million At the Market (ATM) Program in 2015 (e) 1,162,475 — 74.92 85,483 1,610 November 2015 equity offering (f) 5,650,000 — 71.80 399,937 5,733 $750 million ATM Program in 2016 (g) 2,949,309 — $ 74.42 $ 217,102 $ 2,381 (a) Includes the issuance of additional common units pursuant to the exercise of the underwriters' over-allotment options, as applicable. (b) Represents general partner units issued to the EQM General Partner in exchange for its proportionate capital contribution. See Note 2 for a summary of EQM general partner units issued in conjunction with acquisitions. (c) The net proceeds were used to finance a portion of the cash consideration paid to EQT in connection with the Jupiter Acquisition as described in Note 2. (d) The underwriters exercised their option to purchase additional common units. The EQM General Partner purchased 25,255 EQM general partner units for approximately $1.9 million to maintain its then 2.0% general partner ownership percentage. This amount was included in net proceeds from this offering. The net proceeds were used to finance a portion of the cash consideration paid to EQT in connection with the NWV Gathering Acquisition as described in Note 2. In connection with this equity offering, EQGP recorded a $122.8 million gain to parent net investment, a decrease of $195.8 million to the noncontrolling interests in consolidated subsidiaries capital account on the consolidated balance sheet and an increase to deferred tax liability of $73.0 million . The gains to parent net investment and equity, the decreases in noncontrolling interests in consolidated subsidiaries capital and the increases in deferred tax liability on the consolidated balance sheet were non-cash and therefore had no impact on the statements of consolidated cash flows for the year ended December 31, 2015. (e) 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, may 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 2015. The underwriters' discount and other offering expenses in the table above include commissions of approximately $0.9 million . EQM used the net proceeds for general partnership purposes. Prior to this $750 million ATM Program, the EQM General Partner maintained its general partner ownership percentage at the previous level of 2.0% . Starting with sales under the $750 million ATM Program in 2015, the EQM General Partner elected not to maintain its general partner ownership percentage. EQGP recorded a $22.0 million increase to common units and a corresponding decrease in noncontrolling interest of EQM as a result of the EQM common units issued under the program in 2015. (f) The net proceeds were used for general partnership purposes and to repay amounts outstanding under EQM's credit facility. In connection with this equity offering, EQGP recorded an increase to partners' capital of $92.7 million , with a corresponding decrease of $92.7 million to the noncontrolling interests in consolidated subsidiaries capital account on the consolidated balance sheet. (g) 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. EQGP recorded a $44.9 million increase to common units and a corresponding decrease in noncontrolling interest of EQM as a result of the EQM common units issued under the program in 2016. The following table summarizes EQM's common, subordinated and general partner units issued and outstanding from January 1, 2014 through December 31, 2016 . EQM Limited Partner Units EQM 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 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 511,973 — 178,816 690,789 $750 million ATM Program 1,162,475 — — 1,162,475 November 2015 equity offering 5,650,000 — — 5,650,000 Balance at December 31, 2015 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 ATM Program 2,949,309 — — 2,949,309 Balance at December 31, 2016 80,581,758 — 1,443,015 82,024,773 In connection with EQM's IPO in 2012, EQM issued 17,339,718 subordinated units to EQM LP. Upon EQM's payment of the cash distribution for the fourth quarter of 2014, the financial requirements for the conversion of all subordinated units were satisfied. As a result, on February 17, 2015, the 17,339,718 subordinated units converted into EQM common units on a one -for-one basis. EQM issued 19,796 and 21,063 common units under the 2014 EQM Value Driver Award Program (2014 EQM VDA) in February 2016 and 2015, respectively. In connection with the February 2015 issuance, the EQM General Partner purchased 430 EQM general partner units to maintain its then 2.0% general partner ownership percentage. EQM issued 92,472 common units under the EQM Total Return Program in February 2016. |
Financial Information by Busine
Financial Information by Business Segment | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Financial Information by Business Segment | Financial Information by Business Segment Years Ended December 31, 2016 2015 2014 (Thousands) Revenues from external customers (including affiliates): Gathering $ 397,494 $ 335,105 $ 233,945 Transmission 338,120 297,831 255,273 Total $ 735,614 $ 632,936 $ 489,218 Operating income: Gathering $ 289,027 $ 243,257 $ 147,426 Transmission 237,922 207,779 185,169 Headquarters (2,965 ) (2,056 ) — Total operating income $ 523,984 $ 448,980 $ 332,595 Reconciliation of operating income to net income: Other income 37,918 8,694 3,313 Net interest expense 16,761 21,348 10,871 Income tax expense 10,147 2,326 79,135 Net income $ 534,994 $ 434,000 $ 245,902 As of December 31, 2016 2015 2014 (Thousands) Segment assets: Gathering $ 1,292,713 $ 1,079,644 $ 865,465 Transmission 1,413,631 1,183,641 939,589 Total operating segments 2,706,344 2,263,285 1,805,054 Headquarters, including cash 370,105 570,505 442,172 Total assets $ 3,076,449 $ 2,833,790 $ 2,247,226 Years Ended December 31, 2016 2015 2014 (Thousands) Depreciation and amortization: Gathering $ 30,422 $ 24,360 $ 23,977 Transmission 32,269 25,535 25,084 Total $ 62,691 $ 49,895 $ 49,061 Expenditures for segment assets: Gathering $ 295,315 $ 225,537 $ 253,638 Transmission 292,049 203,706 137,317 Total (a) $ 587,364 $ 429,243 $ 390,955 (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 $26.7 million , $24.1 million , $53.0 million and $18.6 million at December 31, 2016 , 2015 , 2014 and 2013 , respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Affiliate Transactions. In the ordinary course of business, EQGP and EQM engage in transactions with EQT and its affiliates including, but not limited to, transportation service and precedent agreements, storage agreements and gas gathering agreements. EQM Operation and Management Services Agreement . EQM has an operation and management services agreement with EQT Gathering, pursuant to which EQT Gathering provides EQM’s pipelines and storage facilities with certain operational and management services. EQM reimburses EQT Gathering for such services pursuant to the terms of its omnibus agreement with EQT (described below). EQM is allocated the portion of operating and maintenance expense and selling, general and administrative expense incurred by EQT and EQT Gathering for the benefit of EQM. Employees of EQT operate EQM’s assets. EQT charges EQM for the payroll and benefit costs associated with these individuals and for retirees of Equitrans, L.P. (Equitrans). EQT carries the obligations for pension and other employee-related benefits in its consolidated financial statements. EQM is allocated a portion of EQT’s defined benefit pension plan and retiree medical and life insurance plan cost for the retirees of Equitrans. EQM’s share of those costs is recorded in due to related parties and reflected in operating expenses in the accompanying statements of consolidated operations. See Note 14. EQGP Omnibus Agreement . EQGP entered into an omnibus agreement, by and among EQGP, the EQGP General Partner and EQT. Pursuant to the EQGP omnibus agreement, EQT agreed to provide EQGP with a license to use the name “EQT” and related marks in connection with EQGP’s business. The EQGP omnibus agreement also provides for certain reimbursement obligations between EQT and EQGP. As of December 31, 2016 , EQGP reimbursed EQT approximately $3.0 million for obligations pursuant to the EQGP omnibus agreement. EQM Omnibus Agreement . EQM entered into an omnibus agreement by and among EQM, the EQM General Partner and EQT. Pursuant to the EQM omnibus agreement, EQT agreed to provide EQM with a license to use the name “EQT” and related marks in connection with EQM’s business. The EQM omnibus agreement also provides for certain indemnification and reimbursement obligations between EQT and EQM. Effective January 1, 2015, EQM amended its omnibus agreement with EQT to provide for the reimbursement by EQM of direct and indirect costs and expenses attributable to EQT's long-term incentive programs as these plans will be utilized to compensate and retain EQT employees who provide services to EQM. For the period subsequent to EQM's IPO and prior to the January 1, 2015 amendment, the expense associated with EQT long-term incentive plans was not an expense of EQM under the EQM omnibus agreement because, at the time of EQM's IPO, the EQM General Partner established its own long-term incentive plan. The historical financial statements of AVC, Rager, the Gathering Assets, NWV Gathering and Jupiter prior to acquisition included long-term incentive compensation plan expense associated with the EQT long-term incentive plans. The following table summarizes the reimbursement amounts between EQT and EQM under the EQM omnibus agreement for the years ended December 31, 2016 , 2015 and 2014 . Years Ended December 31, 2016 2015 2014 (Thousands) EQM reimbursements to EQT Operating and maintenance expense (a) $ 33,526 $ 31,310 $ 21,999 Selling, general and administrative expense (a) $ 63,255 $ 46,149 $ 25,051 EQM reimbursements from EQT (b) Plugging and abandonment $ 440 $ 26 $ 500 Bare steel replacement — 6,268 — Other capital reimbursements $ 162 $ 1,198 $ — (a) The expenses for which EQM reimburses EQT and its subsidiaries 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, NWV Gathering Acquisition and Jupiter Acquisition as these amounts do not represent reimbursements pursuant to the EQM omnibus agreement. (b) These reimbursements were recorded as capital contributions from EQT. Summary of Related Party Transactions . The following table summarizes related party transactions: Years Ended December 31, 2016 2015 2014 (Thousands) EQM related party transactions Operating revenues $ 551,353 $ 462,371 $ 337,132 Operating and maintenance expense (a) 34,179 33,452 29,258 Selling, general and administrative expense (a) 67,345 55,092 46,524 Other income (b) 18,191 2,367 — Interest income on Preferred Interest (see Note 12) 1,740 — — Principal payments received on Preferred Interest (see Note 12) 1,024 — — Capital contributions from EQT 602 7,492 500 Net contributions from/(distributions to) EQT $ 20,234 $ (15,179 ) $ 87,452 EQGP related party transactions Selling, general and administrative expense (a) $ 646 $ 628 $ — Net interest expense (5 ) 3 — Distributions to EQT (post-IPO period) (c) 150,062 65,536 — Net contributions from/(distributions to) EQT (pre-IPO period) (d) $ — $ 284,252 $ (112,639 ) (a) The expenses for which EQGP and EQM reimburse EQT and its subsidiaries may not necessarily reflect the actual expenses that EQGP or EQM would incur on a stand-alone basis, and EQGP and EQM are unable to estimate what those expenses would be on a stand-alone basis. These amounts include the recast impact of the October 2016 Acquisition, NWV Gathering Acquisition and Jupiter Acquisition as they represent the total amounts allocated to EQGP and EQM by EQT for the periods presented. (b) For the year ended December 31, 2016 , other income included distributions received from EES of $8.3 million and equity income from the MVP Joint Venture of $9.9 million . For the year ended December 31, 2015 , other income included equity income from the MVP Joint Venture of $2.4 million . See Notes 6 and 12. (c) The distributions to EQT 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, 2016 , total distributions to EQT included the cash distribution declared on January 19, 2017 to EQT related to the fourth quarter 2016 of $0.177 per common unit. (d) Net contributions from/(distributions to) EQT related to periods prior to the EQGP IPO for distributions and taxes payable settled with EQT. The following table summarizes related party balances: As of December 31, 2016 2015 (Thousands) EQM related party balances Accounts receivable – affiliate $ 81,358 $ 80,507 Due to related party 19,027 47,563 Other current assets (current portion of Preferred Interest in EES - see Note 12) 4,167 — Investments in unconsolidated entities 184,562 77,025 Preferred Interest in EES (see Note 12) $ 119,126 $ 124,317 EQGP related party balances Due to related party $ 1,333 $ 783 See also Note 2, Note 3, Note 6, Note 7, Note 8, Note 9, Note 10, Note 12 and Note 14 for further discussion of related party transactions. |
Investments in Unconsolidated E
Investments in Unconsolidated Entities | 12 Months Ended |
Dec. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Unconsolidated Entities | Investments in Unconsolidated Entities MVP Joint Venture On March 30, 2015, EQM assumed EQT's interest in MVP Holdco, which owns the interest in the MVP Joint Venture, for $54.2 million . The MVP Joint Venture plans to construct the Mountain Valley Pipeline (MVP), an estimated 300 -mile natural gas interstate pipeline spanning from northern West Virginia to southern Virginia. EQM also assumed the role of operator of the MVP from EQT. In April 2015, October 2015 and January 2016, EQM sold 10% , 1% and 8.5% ownership interests in the MVP Joint Venture, respectively. The purchase from EQT and subsequent sales of interests in the MVP Joint Venture were all for consideration that represented the proportional amount of capital contributions made to the joint venture as of the date of the respective transactions. As of December 31, 2016 , EQM owned a 45.5% interest in the MVP Joint Venture. The MVP Joint Venture has been determined to be a variable interest entity because it has insufficient equity to finance its activities during the construction stage of the project. EQM is not the primary beneficiary because it does not have the power to direct the activities of the MVP Joint Venture that most significantly impact its economic performance. Certain business decisions, including, but not limited to, decisions about operating and construction budgets, project construction schedule, material contracts or precedent agreements, indebtedness, significant acquisitions or dispositions, material regulatory filings and strategic decisions require the approval of owners holding more than a 66 2/3% interest in the MVP Joint Venture and no one member owns more than a 66 2/3% interest. Beginning on the date it was assumed from EQT, EQM accounted for the MVP Interest as an equity method investment as EQM has the ability to exercise significant influence over operating and financial policies of the MVP Joint Venture. EQM records adjustments to the investment balance for contributions to or distributions from the MVP Joint Venture and its pro-rata share of earnings of the MVP Joint Venture. The value of the equity method investment recorded on the consolidated balance sheets was approximately $184.6 million and $77.0 million as of December 31, 2016 and 2015 , respectively. In January 2017, MVP Holdco paid capital contributions of $11.5 million to the MVP Joint Venture. The capital contribution payable has been reflected on the consolidated balance sheet as of December 31, 2016 with a corresponding increase to EQM's investment in the MVP Joint Venture. Equity income related to EQM's portion of the MVP Joint Venture's AFUDC on construction of the MVP is reported in other income in the statements of consolidated operations and was $9.9 million and $2.4 million for the years ended December 31, 2016 and 2015 , respectively. As of December 31, 2016 , EQM had issued a $91 million performance guarantee in favor of the MVP Joint Venture to provide performance assurances for MVP Holdco's obligations to fund its proportionate share of the construction budget for the MVP. Upon the FERC’s initial release to begin construction of the MVP, EQM's guarantee will terminate and EQM will be obligated to issue a new guarantee in an amount equal to 33% of MVP Holdco’s remaining obligations to make capital contributions to the MVP Joint Venture in connection with the then remaining construction budget, less, subject to certain limits, any credit assurances issued by any affiliate of EQM under such affiliate's precedent agreement with the MVP Joint Venture. As of December 31, 2016 , EQM's maximum financial statement exposure related to the MVP Joint Venture was approximately $276 million , which includes the investment balance on the consolidated balance sheet as of December 31, 2016 and amounts which could have become due under the performance guarantee as of that date. |
Cash Distributions
Cash Distributions | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Cash Distributions | Cash Distributions EQGP Distributions . The EQGP partnership agreement requires EQGP to distribute all of its available cash (as defined below in "EQGP Available Cash " ) to EQGP unitholders within 55 days after the end of each quarter. EQGP Available Cash . For purposes of EQGP's partnership agreement, available cash generally means, for any quarter, all cash and cash equivalents on hand at the end of that quarter (including expected distributions from EQM in respect of such quarter): • less, the amount of cash reserves established by the EQGP General Partner to: • satisfy general, administrative and other expenses and any debt service requirements; • provide for the proper conduct of EQGP's business; • permit the EQM General Partner to make capital contributions to EQM if EQGP chooses to maintain its general partner ownership percentage upon the issuance of additional partnership securities by EQM; • comply with applicable law, any of EQGP's debt instruments or other agreements; or • provide funds for distributions to EQGP unitholders for any one or more of the next four quarters. EQGP Partnership Interests in EQM . All of EQGP’s cash flows are generated from the cash distributions EQGP receives from its partnership interests in EQM, which consist of the following as of December 31, 2016 : • a 1.8% general partner interest in EQM; • all of the IDRs in EQM, which entitle EQGP to receive increasing percentages, up to the maximum increase of 48.0% , of any incremental cash distributed by EQM as certain target distribution levels are reached in any quarter; and • 21,811,643 EQM common units, representing a 26.6% limited partner interest in EQM. The right of the EQM General Partner to receive incentive distributions is contained in EQM's partnership agreement as described below under "EQM Incentive Distribution Rights." EQM Distributions . The EQM partnership agreement requires EQM to distribute all of its available cash (as defined below in "EQM Available Cash") to EQM unitholders within 45 days after the end of each quarter. EQM Available Cash . For purposes of EQM's partnership agreement, 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. EQM Incentive Distribution Rights . All IDRs are held by the EQM General Partner. IDRs represent the right to receive an increasing percentage ( 13.0% , 23.0% and 48.0% ) of quarterly distributions of EQM's available cash from operating surplus after the minimum quarterly distribution and the target distribution levels described below have been achieved. The EQM General Partner may transfer the IDRs separately from its general partner interest, subject to restrictions in EQM’s partnership agreement. The following discussion assumes that the EQM General Partner continues to own both its 1.8% general partner interest and the IDRs. 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. EQM and EQGP declared the following cash distributions to their respective unitholders for the periods presented: Quarters Ended EQM Total Quarterly Distribution per Common Unit EQM Total Quarterly Cash Distribution EQM Quarterly Distribution to Noncontrolling Interests EQGP Total Quarterly Distribution per Common Unit Date of Distribution (Thousands, except per unit amounts) 2014 March 31 $ 0.49 $ 24,950 $ 13,241 N/A May 2014 June 30 0.52 34,100 20,482 N/A August 2014 September 30 0.55 37,539 21,664 N/A November 2014 December 31 $ 0.58 $ 41,180 $ 22,845 N/A February 2015 2015 March 31 $ 0.61 $ 52,222 $ 29,827 N/A May 2015 June 30 (a) 0.64 56,464 31,293 $ 0.04739 August 2015 September 30 0.675 62,396 33,790 0.104 November 2015 December 31 $ 0.71 $ 72,575 $ 39,553 $ 0.122 February 2016 2016 March 31 $ 0.745 $ 78,093 $ 41,587 $ 0.134 May 2016 June 30 0.78 86,595 45,840 0.15 August 2016 September 30 0.815 92,208 47,898 0.165 November 2016 December 31 (b) $ 0.85 $ 97,822 $ 49,955 $ 0.177 February 2017 (a) The initial cash distribution to EQGP’s unitholders for the second quarter of 2015 of $0.04739 per common unit was pro-rated for the 47 days from the date of the closing of EQGP's IPO on May 15, 2015 to June 30, 2015. (b) On January 19, 2017 , the Board of Directors of the EQM General Partner declared a cash distribution to EQM's unitholders for the fourth quarter of 2016 of $0.85 per common unit. The cash distribution will be paid on February 14, 2017 to unitholders of record at the close of business on February 3, 2017 . Cash distributions to EQGP will be approximately $47.9 million consisting of: $18.5 million related to its limited partner interest, $1.8 million related to its general partner interest and $27.6 million related to its IDRs in EQM. On January 19, 2017 , the Board of Directors of the EQGP General Partner declared a cash distribution to EQGP's unitholders for the fourth quarter of 2016 of $0.177 per common unit, or approximately $47.1 million . The distribution will be paid on February 23, 2017 to unitholders of record at the close of business on February 3, 2017 . |
Consolidated Variable Interest
Consolidated Variable Interest Entity | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidated Variable Interest Entity | Consolidated Variable Interest Entity EQGP adopted ASU No. 2015-02, Consolidation, in the first quarter of 2016 and, as a result, EQGP determined EQM to be a variable interest entity. Through EQGP's ownership and control of the EQM General Partner, EQGP has the power to direct the activities that most significantly impact EQM's economic performance. In addition, through EQGP's general partner interest, IDRs and limited partner interest in EQM, EQGP has the obligation to absorb EQM's losses and the right to receive benefits from EQM in accordance with its general partner and limited partner ownership percentages and IDRs. Therefore, EQGP has a controlling financial interest in EQM, is the primary beneficiary of EQM and consolidates EQM. EQGP's only cash-generating assets consist of its partnership interests in EQM. As a result, EQGP's results of operations do not differ materially from the results of operations of EQM. The key risks associated with EQM's operations are: • EQM depends on EQT for a substantial majority of its revenues and future growth; therefore, EQM is indirectly subject to the business risks of EQT; • EQM's natural gas gathering, transmission and storage services are subject to extensive regulation by federal, state and local regulatory authorities and subject to stringent environmental laws and regulations, which may expose EQM to significant costs and liabilities; • Certain of the services EQM provides on its transmission and storage system are subject to long-term, fixed-price "negotiated rate" contracts that are not subject to adjustment, even if EQM's cost to perform such services exceeds the revenues received from such contracts, and, as a result, EQM's costs could exceed its revenues received under such contracts; and • Expanding EQM’s business by constructing new midstream assets subjects EQM to risks. If EQM does not complete these expansion projects, its future growth may be limited. See further discussion of the impact that EQGP's involvement in EQM has on EQGP's financial position, results of operations and cash flows included in Note 1 contained herein. For a discussion of related party transactions, see Note 5 contained herein. The following table presents amounts included in EQGP's consolidated balance sheets that were for the use or obligation of EQM as of December 31, 2016 and 2015 . Classification December 31, 2016 December 31, 2015 (Thousands) Assets: Cash and cash equivalents $ 60,368 $ 360,956 Accounts receivable 20,662 17,790 Accounts receivable – affiliate 81,358 80,507 Other current assets 9,671 2,203 Net property, plant and equipment 2,578,834 2,097,714 Investments in unconsolidated entities 184,562 77,025 Preferred Interest in EES 119,126 124,317 Other assets $ 21,259 $ 72,846 Liabilities: Accounts payable $ 35,830 $ 42,639 Due to related party 19,027 47,563 EQM credit facility borrowings — 299,000 Capital contribution payable to MVP Joint Venture 11,471 — Accrued interest 12,016 8,753 Accrued liabilities 8,648 6,812 Deferred income taxes — 84,099 Long-term debt 985,732 493,401 Other long-term liabilities $ 9,562 $ 7,834 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table presents EQGP and EQM's outstanding debt as of December 31, 2016 and 2015 . December 31, 2016 December 31, 2015 Principal Carrying Value Fair Value(a) Principal Carrying Value Fair Value(a) (Thousands) EQGP Working Capital Facility $ 84 $ 84 $ 84 $ 65 $ 65 $ 65 EQM $750 Million Facility — — — 299,000 299,000 299,000 EQM 364-Day Facility — — — N/A N/A N/A EQM 4.00% Senior Notes due 2024 500,000 494,170 493,125 $ 500,000 $ 493,401 $ 414,125 EQM 4.125% Senior Notes due 2026 $ 500,000 $ 491,562 $ 488,460 N/A N/A N/A (a) See Note 1 for a discussion of fair value measurements. EQGP Working Capital Facility . In connection with the closing of EQGP's IPO, EQGP entered into a Working Capital Loan Agreement with EQT (the Working Capital Facility) which provides for interest bearing loans of up to $50 million outstanding at any one time and matures on the earlier of February 18, 2019 or at least 90 days after EQT gives notice of termination. The credit facility does not contain any covenants other than the obligation to pay accrued interest on outstanding borrowings. EQGP’s obligations under the revolving portion of the credit facility are unsecured. During 2016 and 2015 , the maximum amount of EQGP’s outstanding borrowings at any time was approximately $0.2 million and $0.7 million , respectively, the average daily balance of borrowings outstanding was approximately $0.1 million and $0.3 million , respectively, and interest was incurred on the borrowings at weighted average annual interest rates of 2.0% and 1.7% , respectively. Amounts outstanding under the Working Capital Facility are included in due to related party on the consolidated balance sheets. EQM $750 Million Facility . EQM has a $750 Million Facility that expires in February 2019. The $750 Million Facility is available to fund working capital requirements and capital expenditures, to purchase assets, to pay distributions, to repurchase units and for general partnership purposes. Subject to certain terms and conditions, the $750 Million Facility has an accordion feature that allows EQM to increase the available borrowings under the facility by up to an additional $250 million . In addition, the $750 Million Facility includes a sublimit up to $75 million for same-day swing line advances and a sublimit up to $150 million for letters of credit. Further, EQM has the ability to request that one or more lenders make term loans to it under the $750 Million Facility subject to the satisfaction of certain conditions, which term loans will be secured by cash and qualifying investment grade securities. EQM’s obligations under the revolving portion of the $750 Million Facility are unsecured. EQM is not required to maintain compensating bank balances under the $750 Million Facility. EQM’s debt issuer credit ratings, as determined by Standard and Poor’s Ratings Services, Moody’s Investors Service and Fitch Ratings Service on its non-credit-enhanced, senior unsecured long-term debt, determine the level of fees associated with its $750 Million Facility in addition to the interest rate charged by the counterparties on any amounts borrowed against the lines of credit; the lower EQM’s debt credit rating, the higher the level of fees and borrowing rate. During 2016 , 2015 and 2014 , the maximum amount outstanding on EQM's $750 Million Facility at any time was $401 million , $404 million and $450 million , respectively, the average daily balance of borrowings outstanding was approximately $77 million , $261 million and $119 million , respectively, and interest was incurred on the borrowings at weighted average annual interest rates of 2.0% , 1.7% and 1.7% , respectively. For the years ended December 31, 2016 , 2015 and 2014 , commitment fees of $1.6 million , $1.2 million and $1.4 million , respectively, were paid to maintain credit availability under EQM's $750 Million Facility. EQM’s $750 Million Facility contains various provisions that, if not complied with, could result in termination of the credit facility, require early payment of amounts outstanding or similar actions. The most significant covenants and events of default under the $750 Million Facility relate to maintenance of a permitted leverage ratio, limitations on transactions with affiliates, limitations on restricted payments, insolvency events, nonpayment of scheduled principal or interest payments, acceleration of and certain other defaults under other financial obligations and change of control provisions. Under the $750 Million Facility, EQM is required to maintain a consolidated leverage ratio of not more than 5.00 to 1.00 (or not more than 5.50 to 1.00 for certain measurement periods following the consummation of certain acquisitions). EQM 364 -Day Facility . On October 26, 2016, EQM entered into a $500 million , 364 -day, uncommitted revolving loan agreement with EQT. The 364 -Day Facility will mature on October 25, 2017 and will automatically renew for successive 364 -day periods unless EQT delivers a non-renewal notice at least 60 days prior to the then current maturity date. EQM may terminate the 364 -Day Facility at any time by repaying in full the unpaid principal amount of all loans together with interest thereon. The 364 -Day Facility is available for general partnership purposes and does not contain any covenants other than the obligation to pay accrued interest on outstanding borrowings. Interest will accrue on any outstanding borrowings at an interest rate equal to the rate then applicable to similar loans under the $750 Million Facility, or a successor revolving credit facility, less the sum of (i) the then applicable commitment fee under the $750 Million Facility and (ii) 10 basis points. There were no amounts outstanding at any time on the 364 -Day Facility in 2016. EQM 4.00% Senior Notes . During the third quarter of 2014, EQM issued 4.00% Senior Notes due August 1, 2024 in the aggregate principal amount of $500 million . Net proceeds from the offering were used to repay the outstanding borrowings under the $750 Million Facility at that time and for general partnership purposes. The 4.00% 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. EQM 4.125% 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 of $491.4 million were used to repay the outstanding borrowings under the $750 Million Facility at that time and for general partnership purposes. The 4.125% 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, 2016 , EQGP and EQM were in compliance with all debt provisions and covenants. |
Equity-Based Compensation Plan
Equity-Based Compensation Plan | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-Based Compensation Plan | Equity-Based Compensation Plan The EQGP General Partner has granted EQGP common unit-based phantom units that vested upon grant to the independent directors of the EQGP General Partner. The value of the phantom units will be paid in EQGP common units upon the director’s termination of service on the EQGP's General Partner’s Board of Directors. EQGP accounted for these awards as equity awards and as such recorded compensation expense for the fair value of the awards at the grant date fair value. A total of 11,449 independent director unit-based awards, including accrued distributions, were outstanding as of December 31, 2016 . A total of 8,270 and 2,910 unit-based awards were granted to the independent directors during the years ended December 31, 2016 and 2015 , respectively. The weighted average fair value of these grants, based on EQGP’s common unit price on the grant date, was $21.57 and $28.77 for the years ended December 31, 2016 and 2015 , respectively. The EQM General Partner has granted EQM common unit-based phantom units that vested upon grant to the independent directors of the EQM General Partner. The value of the phantom units will be paid in EQM common units upon the director’s termination of service on the EQM General Partner’s Board of Directors. EQM accounted for these awards as equity awards and recorded compensation expense for the fair value of the awards at the grant date fair value. A total of 17,760 independent director unit-based awards, including accrued distributions, were outstanding as of December 31, 2016 . A total of 2,610 , 2,220 and 2,580 unit-based awards were granted to the independent directors during the years ended December 31, 2016 , 2015 and 2014 , respectively. The weighted average fair value of these grants, based on EQM’s common unit price on the grant date, was $75.46 , $88.00 and $58.79 for the years ended December 31, 2016 , 2015 and 2014 , respectively. EQGP or EQM common units to be delivered pursuant to vesting of the equity-based awards may be common units acquired by the EQGP General Partner or the EQM General Partner in the open market or from any other person, issued directly by EQGP or EQM or any combination of the foregoing. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes As a result of its limited partnership structure following EQGP's IPO, EQGP is not subject to federal and state income taxes. In the second quarter of 2015, approximately $164.6 million of net current and deferred income taxes were eliminated through equity related to EQGP's IPO. Subsequent to May 15, 2015, for federal and state income tax purposes, all income, expenses, gains, losses and tax credits generated by EQGP flow through to EQGP's unitholders; accordingly, EQGP does not record a provision for income taxes. As discussed in Note 2, the October 2016 Acquisition, NWV Gathering Acquisition and Jupiter Acquisition were transactions 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 effects associated with these operations prior to acquisition are reflected in the consolidated financial statements as they were previously part of EQT’s consolidated federal tax return. EQGP's Predecessor was also included in EQT's consolidated income tax return for federal and state tax purposes prior to EQGP's IPO. As a result, in addition to EQM's historic income tax provision, the accompanying consolidated financial statements also include the income taxes incurred by the EQGP Predecessor for the period prior to EQGP's IPO. 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 years ended December 31, 2016 , 2015 and 2014 are as follows: Years Ended December 31, 2016 2015 2014 (Thousands) Current: Federal $ 886 $ 204,120 $ 357,691 State 487 17,346 30,824 Subtotal 1,373 221,466 388,515 Deferred: Federal 8,302 (203,601 ) (289,672 ) State 472 (15,539 ) (19,708 ) Subtotal 8,774 (219,140 ) (309,380 ) Total $ 10,147 $ 2,326 $ 79,135 Income tax expense differed from amounts computed at the federal statutory rate of 35% on pre-tax book income from continuing operations as follows: Years Ended December 31, 2016 2015 2014 (Thousands) Tax at statutory rate $ 190,799 $ 152,714 $ 113,763 Post-IPO income not subject to income taxes (181,419 ) (88,862 ) (697 ) Pre-IPO income not subject to income taxes — (27,051 ) (43,409 ) State income taxes 623 1,175 10,171 Regulatory assets 132 (35,685 ) — Other 12 35 (693 ) Income tax expense $ 10,147 $ 2,326 $ 79,135 Effective tax rate 1.9 % 0.5 % 24.3 % For the year ended December 31, 2015, a tax benefit was realized by EQT in connection with a partial like-kind exchange of assets that resulted in tax deferral for EQT associated with AVC. The deferred taxes were eliminated through equity in 2016 along with the other current and deferred taxes associated with the October 2016 Acquisition. The fluctuations in income tax expense resulted primarily from the EQGP IPO, the tax benefit realized by EQT in 2015 and the change in the tax status of AVC, Rager and the Gathering Assets in 2016, NWV Gathering in 2015 and Jupiter in 2014. For the period prior to EQGP's IPO, EQGP estimated an annual effective tax rate based on projected results for the year and applied this rate to income before taxes to calculate income tax expense. All of EQM's earnings were included in EQGP's net income. However, EQGP was not required to record income tax expense with respect to the portion of EQM's earnings allocated to its noncontrolling public limited partners, which reduced EQGP's effective tax rate. EQGP's historical uncertain tax positions related to the October 2016 Acquisition, NWV Gathering Acquisition and Jupiter Acquisition were immaterial. Additionally, EQT has indemnified EQM for these historical tax positions; therefore, EQGP does not anticipate any future liabilities arising from these uncertain tax positions. The following table summarizes the source and tax effects of temporary differences between financial reporting and tax basis of assets and liabilities: December 31, 2015 (Thousands) Total deferred income tax liabilities: Property, plant and equipment tax deductions in excess of book deductions $ 61,665 Regulatory assets 22,434 Total net deferred income tax liabilities $ 84,099 The deferred tax liabilities principally consisted of temporary differences between financial and tax reporting for EQM’s property, plant and equipment for AVC, Rager and the Gathering Assets and EQM's regulatory assets for AVC prior to their ownership by EQM. The deferred tax assets and liabilities were eliminated in connection with the October 2016 Acquisition. 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, EQGP does not anticipate any future liabilities arising from the historical deferred tax liabilities. |
Preferred Interest in EES
Preferred Interest in EES | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Preferred Interest in EES | Preferred Interest in EES In the second quarter of 2015, EQM acquired the Preferred Interest in EES from EQT. At that time, EES was determined to be a variable interest entity because it has insufficient equity to finance its activities. EQM was not the primary beneficiary because it did not have the power to direct the activities of EES that most significantly impact its economic performance. The Preferred Interest was determined to be a cost method investment as EQM did not have the ability to exercise significant influence over operating and financial policies of EES and was recorded at historical cost. In conjunction with the October 2016 Acquisition, the operating agreement of EES 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 this amendment, EQM's investment in EES converted to a note receivable for accounting purposes effective October 1, 2016. This conversion did not impact the carrying value of this instrument; however, distributions from EES subsequent to the amendment were recorded partly as a reduction in the Preferred Interest and partly as interest income, which is included in net interest expense in the accompanying statements of consolidated operations. Distributions received from EES prior to this amendment were included in other income in the accompanying statements of consolidated operations. As of December 31, 2016 , the carrying value of the Preferred Interest was $123.3 million with $4.2 million included in other current assets in the consolidated balance sheets. |
Regulatory Assets and Liabiliti
Regulatory Assets and Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 2015 (Thousands) Regulatory assets: Deferred taxes (a) $ 13,901 $ 70,504 Other recoverable costs (b) 4,989 309 Total regulatory assets $ 18,890 $ 70,813 Regulatory liabilities: On-going post-retirement benefits other than pensions (c) $ 6,744 $ 5,596 Other reimbursable costs (d) 691 866 Total regulatory liabilities $ 7,435 $ 6,462 (a) At December 31, 2015 the regulatory assets included a regulatory asset recorded in connection with the tax benefit discussed in Note 11 which was eliminated through equity at the time of the October 2016 Acquisition. The remaining 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. EQM expects to recover the amortization of the deferred tax position ratably over the corresponding life of the underlying assets that created the difference. 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. The amounts established for deferred taxes were primarily generated before EQM's tax status changed in July 2012 when EQM was included as part of EQT’s consolidated federal tax return. (b) At December 31, 2016, regulatory assets associated with other recoverable costs primarily related to the costs associated with the pension termination discussed in Note 14. (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. (d) Regulatory liabilities associated with other reimbursable costs primarily related to the storage retainage tracker on the AVC system. EQM defers the monthly over or under recovery of storage retainage gas on the AVC system and annually returns the excess to or recovers the deficiency from customers. |
Pension and Other Postretiremen
Pension and Other Postretirement Benefit Plans | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension and Other Postretirement Benefit Plans | Pension and Other Postretirement Benefit Plans Neither EQGP nor EQM have employees. Employees of EQT operate EQM’s assets. EQT charges 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. EQT carries the obligations for pension and other employee-related benefits in its financial statements. Equitrans’ retirees participated in the EQT Corporation Retirement Plan for Employees (the Retirement Plan), a defined benefit pension plan that was previously sponsored by EQT. Excluding the pension termination settlement payments described below, for the years ended December 31, 2016 , 2015 and 2014 , EQM reimbursed EQT approximately $1.9 million , $0.4 million and $0.2 million , respectively, for the funding of the Retirement Plan and was allocated $0.1 million , $0.5 million and $0.5 million , respectively, of the expenses associated with the Retirement Plan. EQT terminated the Retirement Plan effective December 31, 2014. 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 approximately $5.2 million for its proportionate share of such funding related to 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. EQM contributes to a defined contribution plan sponsored by EQT. The contribution amount is a percentage of allocated base salary. In 2016 , 2015 and 2014 , EQM was charged its contribution percentage through the EQT payroll and benefit costs discussed in Note 5. EQM recognizes expenses for ongoing post-retirement benefits other than pensions, which are subject to recovery in the approved rates. Expenses recognized by EQM for the years ended December 31, 2016 , 2015 and 2014 for ongoing post-retirement benefits other than pensions were approximately $1.2 million each year. |
Concentrations of Credit Risk
Concentrations of Credit Risk | 12 Months Ended |
Dec. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Credit Risk | Concentrations of Credit Risk EQM's gathering and transmission and storage operations provide services to utility and end-user customers located in the northeastern United States. EQM also provides services to customers engaged in commodity procurement and delivery, including large industrial, utility, commercial and institutional customers and certain marketers primarily in the Appalachian and mid-Atlantic regions. For the years ended December 31, 2016 , 2015 and 2014 , EQT accounted for approximately 75% , 73% and 69% , respectively, of EQM’s total revenues. Additionally, for the years ended December 31, 2016 , 2015 and 2014 , PNG Companies, LLC and its affiliates accounted for approximately 12% , 14% and 16% of EQM's total revenues, respectively. Approximately 47% and 42% of third party accounts receivable balances of $20.7 million and $17.8 million as of December 31, 2016 and 2015 , respectively, represent amounts due from marketers. EQM manages the credit risk of sales to marketers by limiting EQM’s dealings to those marketers meeting specified criteria for credit and liquidity strength and by actively monitoring these accounts. EQM may request a letter of credit, guarantee, performance bond or other credit enhancement from a marketer in order for that marketer to meet EQM’s credit criteria. EQM did not experience any significant defaults on accounts receivable during the years ended December 31, 2016 , 2015 and 2014 . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies EQGP is not currently party to any legal proceedings. 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 result in assessment of fines. EQM has established procedures for ongoing evaluation of its operations to identify potential environmental exposures and assure compliance with regulatory requirements. The estimated costs associated with identified situations that require remedial action are accrued. However, when recoverable through regulated rates, certain of these costs are deferred as regulatory assets. Ongoing expenditures for compliance with environmental law and regulations, including investments in plant and 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 its business, financial condition, results of operations, liquidity or ability to make distributions to EQM unitholders, including EQGP. In the ordinary course of business, various legal and regulatory claims and proceedings are pending or threatened against EQM. While the amounts claimed may be substantial, EQM is unable to predict with certainty the ultimate outcome of such claims and proceedings. EQM accrues legal and other direct costs related to loss contingencies when actually incurred. EQM has established reserves it believes to be appropriate for pending matters and, after consultation with counsel and giving appropriate consideration to available insurance, EQM believes that the ultimate outcome of any matter currently pending against EQM will not materially affect EQM's business, financial condition, results of operations, liquidity or ability to make distributions to EQM unitholders, including EQGP. See Note 6 for discussion of the MVP Joint Venture guarantee. |
Interim Financial Information (
Interim Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Interim Financial Information (Unaudited) | Interim Financial Information (Unaudited) The following quarterly summary of operating results reflects variations due primarily to the seasonal nature of the transmission and storage business by quarter for the years ended December 31, 2016 and 2015 . Three Months Ended March 31 June 30 September 30 December 31 (Thousands, except per unit amounts) 2016 Operating revenues $ 185,786 $ 178,042 $ 176,772 $ 195,014 Operating income 136,163 128,255 125,634 133,932 Net income 135,779 131,087 133,086 135,042 Net income attributable to EQT GP Holdings, LP $ 57,992 $ 58,343 $ 60,250 $ 57,594 Net income per limited partner unit: (a) Basic and diluted $ 0.19 $ 0.19 $ 0.20 $ 0.22 2015 Operating revenues $ 159,246 $ 149,297 $ 153,680 $ 170,713 Operating income 115,602 103,162 105,975 124,241 Net income 87,494 126,831 100,039 119,636 Net income attributable to EQT GP Holdings, LP $ 39,753 $ 70,642 $ 44,395 $ 52,813 Net income per limited partner unit: (a) Basic and diluted N/A $ 0.08 $ 0.14 $ 0.17 (a) Quarterly net income per limited partner unit amounts are stand-alone calculations and may not be additive to full-year amounts due to rounding. |
Summary of Operations and Sig25
Summary of Operations and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | EQGP has no independent operations or material assets other than its partnership interests in EQM. EQGP's financial statements differ from those of EQM primarily as a result of: (i) the presentation of noncontrolling interest ownership in EQM attributable to the publicly held limited partner interests in EQM, (ii) incremental income tax expense as further discussed within Note 11, (iii) incremental selling, general and administrative expenses as the result of becoming a publicly traded partnership subsequent to its IPO that are separate from and in addition to those incurred by EQM and (iv) incremental interest expense incurred as a result of EQGP's working capital facility which EQGP entered into with EQT in connection with its IPO as further discussed within Note 9. |
Principles of Consolidation | Principles of Consolidation : The consolidated financial statements include the accounts of all entities in which EQGP holds a controlling financial interest. EQGP applies the equity method of accounting where it can exert significant influence over, but does not control or direct the policies, decisions or activities of an entity. 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 EQGP or EQM and EQT have been identified in the consolidated financial statements as transactions between related parties and are discussed in Note 5. |
Segments | Segments: Operating segments are revenue-producing components of the enterprise for which separate financial information is produced internally and are subject to evaluation by EQM's chief operating decision maker in deciding how to allocate resources. EQGP's two segments are the same as those of EQM as EQGP does not have any operating activities separate from those of EQM. EQM reports its operations in two segments, which reflect its lines of business. Gathering primarily includes high pressure gathering lines and the FERC-regulated low pressure gathering system. Transmission includes EQM’s FERC-regulated interstate pipeline and storage business. The operating segments are evaluated on their contribution to EQM’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 4. |
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 United States generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents: EQGP considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Interest earned on cash equivalents is included as a reduction to net interest expense in the accompanying statements of consolidated operations. |
Trade and Other Receivables | Trade and Other 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 has categorized its assets and liabilities disclosed at fair value into a three-level fair value hierarchy, based on the priority of the inputs to the valuation technique. 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). The carrying value of cash and cash equivalents, accounts receivable, amounts due to/from related parties and accounts payable approximate fair value due to the short maturity of the instruments; these are considered Level 1 fair values. The carrying value of EQM's credit facility borrowings approximates fair value as the interest rates are based on prevailing market rates; this is considered a Level 1 fair value. As EQM’s long-term debt is not actively traded, its fair value is a Level 2 fair value measurement estimated using a standard industry income approach model which utilizes a discount rate based on market rates for debt with similar remaining time to maturity and credit risk. See Note 9. |
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 underlying asset are capitalized. EQM capitalized internal costs of $53.2 million and $78.9 million in 2016 and 2015 , respectively. EQM capitalized $9.4 million , $5.6 million and $2.3 million of interest on assets under construction in 2016 , 2015 and 2014 , respectively, including the debt component of allowance for funds used during construction (AFUDC). As of December 31, 2016 2015 (Thousands) Gathering assets $ 1,330,998 $ 1,081,472 Accumulated depreciation (110,473 ) (88,917 ) Net gathering assets 1,220,525 992,555 Transmission and storage assets 1,563,860 1,280,844 Accumulated depreciation (205,551 ) (175,685 ) Net transmission and storage assets 1,358,309 1,105,159 Net property, plant and equipment $ 2,578,834 $ 2,097,714 Depreciation is recorded using composite rates on a straight-line basis over the estimated useful life of the assets. The overall rates of depreciation for the years ended December 31, 2016 , 2015 and 2014 were approximately 2.2% , 2.1% and 2.5% , respectively. EQM estimates pipelines have useful lives ranging from 20 years to 65 years and compression equipment has useful lives ranging from 20 years to 50 years . As circumstances warrant, depreciation estimates are reviewed to determine if any changes in the underlying assumptions are necessary. For EQM's regulated fixed assets, depreciation rates are re-evaluated each time it files with the FERC for a change in its transmission and storage rates. Whenever events or changes in circumstances indicate that the carrying amount of long-lived assets may not be recoverable, EQM reviews its long-lived assets for impairment by first comparing the carrying value of the assets 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 assets' undiscounted cash flows, EQM estimates an impairment loss equal to the difference between the carrying value and fair value of the assets. |
Investments in Unconsolidated Entities | Investments in Unconsolidated Entities: EQM evaluates its investments in unconsolidated entities for impairment whenever events or changes in circumstances indicate that the carrying value of such investments may have experienced a decline in value. When there is evidence of loss in value that is other than temporary, EQM compares the estimated fair value of the investment to the carrying value of the investment to determine whether impairment has occurred. If the estimated fair value is less than the carrying value, the excess of the carrying value over the estimated fair value is recognized as an impairment loss. |
Unamortized Debt Discount and Issuance Expense | Unamortized Debt Discount and Issuance Expense: Discounts and expenses incurred with the issuance of long-term debt are amortized over the term of the debt. These amounts are presented as a reduction of long-term debt on the accompanying consolidated balance sheets. Expenses incurred with the issuance and extension of EQM's $750 million credit facility are presented in other assets on the accompanying consolidated balance sheets. |
Natural Gas Imbalances | Natural Gas Imbalances: EQM experiences natural gas imbalances when the actual amount of natural gas delivered from a pipeline system or storage facility differs from the amount of natural gas scheduled to be delivered. EQM values these imbalances due to or from shippers and operators at current index prices. Imbalances are settled in-kind, subject to the terms of the FERC tariffs. Imbalances as of December 31, 2016 and 2015 were receivables of $2.8 million and $0.9 million , respectively, included in other current assets in the accompanying consolidated balance sheets with offsetting amounts recorded to system gas, a component of property, plant and equipment. EQM classifies imbalances as current as it expects to settle them within a year. |
Asset Retirement Obligations | Asset Retirement Obligations: Although individual assets will be replaced as needed, EQM's gathering system and transmission and storage system will continue to exist for an indefinite useful life. As such, there is uncertainty around the timing of any asset retirement activities |
Contingencies | Contingencies: EQM is involved in various regulatory and legal proceedings that arise in the ordinary course of business. A liability is recorded for contingencies based upon EQM's assessment that a loss is probable and that the amount of the loss can be reasonably estimated. EQM considers many factors in making these assessments, including history and specifics of each matter. Estimates are developed in consultation with legal counsel and are based upon the analysis of potential results. |
Regulatory Accounting | Regulatory Accounting: EQM’s regulated operations consist of interstate pipeline, intrastate gathering and storage operations subject to regulation by the FERC. Rate regulation provided by the FERC is designed to enable EQM to recover the costs of providing the regulated services plus an allowed return on invested capital. The application of regulatory accounting allows EQM to defer expenses and income in 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 in a period different from the period in which they would have been reflected in the statements of consolidated operations for a non-regulated entity. The deferred regulatory assets and liabilities are then recognized in the statements of consolidated operations in the period in which the same amounts are reflected in rates. The amounts deferred in the consolidated balance sheets relate primarily to the accounting for income taxes, post-retirement benefit costs and the storage retainage tracker on the AVC system. The amounts established for accounting for income taxes were primarily generated during the period prior to EQM's change in tax status in July 2012 when EQM was included as part of EQT’s consolidated federal tax return. EQM believes that it will continue to be subject to rate regulation that will provide for the recovery of deferred costs. See Note 13. |
Revenue Recognition | Revenue Recognition: Reservation revenues on firm contracted capacity are recognized ratably over the contract period based on the contracted volume regardless of the amount of natural gas transported or gathered. Revenues associated with gathered or transported volumes under firm and interruptible contracts are recognized as physical deliveries of natural gas are made. |
Allowance for Funds Used During Construction (AFUDC) | AFUDC: The carrying costs for the construction of certain long-lived regulated assets are capitalized and amortized over the related assets’ estimated useful lives. The capitalized amount for construction of regulated assets includes interest cost (the interest component) and a designated cost of equity (the equity component) for financing the construction of these regulated assets. |
Equity-Based Compensation | Equity-Based Compensation: EQGP has awarded equity-based compensation in connection with the EQT GP Services, LLC 2015 Long-Term Incentive Plan. These awards will be paid in EQGP common units; therefore, EQGP treats these programs as equity awards. Awards are recorded at fair value which utilizes the published market price on the grant date. See Note 10. |
Net Income per Limited Partner Unit | Net Income per Limited Partner Unit: Net income per limited partner unit is calculated by dividing the limited partner interest in net income by the weighted average number of common units outstanding. Net income attributable to periods prior to the closing of EQGP's IPO is attributable to subsidiaries of EQT and has been excluded from the limited partner interest in net income. Net income per limited partner unit earned following the closing of the IPO was calculated based on the number of common units outstanding after the IPO date of May 15, 2015. Net income attributable to AVC, Rager and the Gathering Assets for the periods prior to October 1, 2016 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 pay the unitholders. See Note 3. |
Income Taxes | Income Taxes: For the period prior to EQGP's IPO, EQGP's income was included as part of EQT's consolidated return for federal and state income tax purposes. Federal tax obligations of all EQT subsidiary companies are settled through EQT. The consolidated federal income tax of EQT is allocated among the group’s members on a separate return basis with tax credits allocated to the members generating the credits. As a result of its limited partnership structure following EQGP's IPO, EQGP is not subject to federal and state income taxes. In the second quarter of 2015, approximately $164.6 million of net current and deferred income taxes were eliminated through equity related to EQGP's IPO. Subsequent to May 15, 2015, for federal and state income tax purposes, all income, expenses, gains, losses and tax credits generated by EQGP will flow through to EQGP's unitholders, and accordingly, will not result in a provision for income taxes for EQGP. See Note 11. |
Noncontrolling Interests | Noncontrolling Interests: Noncontrolling interests represent third party equity ownership in EQM and are presented as a component of equity and partners' capital in the accompanying consolidated balance sheets. In the consolidated statements of operations, noncontrolling interests reflect the allocation of earnings to third party investors in EQM. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards: In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers . The standard requires an entity to recognize revenue in a manner that depicts the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date which approved a one year deferral of ASU 2014-09 to annual reporting periods beginning after December 15, 2017. EQGP expects to adopt the ASUs using the modified retrospective method of adoption on January 1, 2018. During 2016, EQGP completed an analysis of the impact of the standard on its broad contract types. As a result, EQGP anticipates that this standard will not have a material impact on net income. EQGP anticipates that a detailed review of the impact of the standard on all of its individual contracts will be completed by mid-year 2017. In February 2015, the FASB issued ASU No. 2015-02, Consolidation . The standard changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. EQGP adopted this standard in the first quarter of 2016 with no significant impact on reported results. See Note 8 for additional disclosures required as a result of the adoption of this standard. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The changes primarily affect the accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. This standard will eliminate the cost method of accounting for equity investments. The ASU will be effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period, with early adoption of certain provisions permitted. EQGP is currently evaluating the impact this standard will have on its financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases . The ASU requires, among other things, that lessees recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The ASU will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early adoption permitted. While EQGP is currently evaluating the provisions of this ASU to determine the impact this standard will have on its financial statements and related disclosures, the primary effect of adopting the new standard will be to record assets and obligations for contracts currently recognized as operating leases. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments. This ASU amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost basis, this ASU eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The ASU will be effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period. EQGP is currently evaluating the impact this standard will have on its financial statements and related disclosures. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . This ASU addresses the presentation and classification of eight specific cash flow issues. The amendments in the ASU will be effective for public business entities for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted. EQGP anticipates this standard will not have a material impact on its financial statements and related disclosures. |
Subsequent Events | Subsequent Events: EQGP has evaluated subsequent events through the date of the financial statement issuance. |
Summary of Operations and Sig26
Summary of Operations and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Property, Plant and Equipment | As of December 31, 2016 2015 (Thousands) Gathering assets $ 1,330,998 $ 1,081,472 Accumulated depreciation (110,473 ) (88,917 ) Net gathering assets 1,220,525 992,555 Transmission and storage assets 1,563,860 1,280,844 Accumulated depreciation (205,551 ) (175,685 ) Net transmission and storage assets 1,358,309 1,105,159 Net property, plant and equipment $ 2,578,834 $ 2,097,714 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Acquisitions Completed | The following table presents EQM's acquisitions completed during the three years ended December 31, 2016 . Acquisition Date Total Consideration Cash Common Units Issued to EQT GP Units Issued to EQT (Thousands, except unit amounts) Jupiter Acquisition (a) 5/7/14 $ 1,180,000 $ 1,121,000 516,050 262,828 NWV Gathering Acquisition (b) 3/17/15 925,683 873,183 511,973 178,816 MVP Interest Acquisition (c) 3/30/15 54,229 54,229 — — Preferred Interest Acquisition (d) 4/15/15 124,317 124,317 — — October 2016 Acquisition (e) 10/13/16 $ 275,000 $ 275,000 — — (a) EQT contributed the Jupiter natural gas gathering system (Jupiter) to EQM Gathering Opco, LLC (EQM Gathering), an indirect wholly owned subsidiary of EQM. The cash portion of the purchase price was funded with the net proceeds from an equity offering of EQM common units and borrowings under EQM’s credit facility. (b) EQT contributed NWV Gathering to EQM Gathering. The cash portion of the purchase price was funded with net proceeds from an equity offering of EQM common units and borrowings under EQM's credit facility. (c) EQM assumed 100% of the membership interests in MVP Holdco, LLC (MVP Holdco), the owner of the interest (the MVP Interest) in the MVP Joint Venture, which at the time was an indirect wholly owned subsidiary of EQT. The cash payment made represented EQM's reimbursement to EQT for 100% of the capital contributions made by EQT to the MVP Joint Venture as of March 30, 2015. The cash payment was funded by borrowings under EQM's credit facility. See Note 6. (d) Pursuant to the NWV Gathering Acquisition contribution and sale agreement, EQM acquired a preferred interest (the Preferred Interest) from EQT in EES, which at the time was an indirect wholly owned subsidiary of EQT. EES generates revenue from services provided to a local distribution company. The cash payment was funded by borrowings under EQM's credit facility. In October 2016, the operating agreement of EES was amended to include 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 this amendment, the accounting for EQM's investment in EES converted from a cost method investment to a note receivable effective October 1, 2016. See Note 12. (e) 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 cash payment was funded by borrowings under EQM's credit facility. |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of Public Offerings of Common Units | The following table summarizes EQM's public offerings of its common units during the three years ended December 31, 2016 . Common Units Issued (a) GP Units Issued (b) Price Per Unit Net Proceeds to EQM Underwriters' Discount and Other Offering Expenses (Thousands, except unit and per unit amounts) May 2014 equity offering (c) 12,362,500 — $ 75.75 $ 902,467 $ 33,992 March 2015 equity offering (d) 9,487,500 25,255 76.00 696,582 24,468 $750 million At the Market (ATM) Program in 2015 (e) 1,162,475 — 74.92 85,483 1,610 November 2015 equity offering (f) 5,650,000 — 71.80 399,937 5,733 $750 million ATM Program in 2016 (g) 2,949,309 — $ 74.42 $ 217,102 $ 2,381 (a) Includes the issuance of additional common units pursuant to the exercise of the underwriters' over-allotment options, as applicable. (b) Represents general partner units issued to the EQM General Partner in exchange for its proportionate capital contribution. See Note 2 for a summary of EQM general partner units issued in conjunction with acquisitions. (c) The net proceeds were used to finance a portion of the cash consideration paid to EQT in connection with the Jupiter Acquisition as described in Note 2. (d) The underwriters exercised their option to purchase additional common units. The EQM General Partner purchased 25,255 EQM general partner units for approximately $1.9 million to maintain its then 2.0% general partner ownership percentage. This amount was included in net proceeds from this offering. The net proceeds were used to finance a portion of the cash consideration paid to EQT in connection with the NWV Gathering Acquisition as described in Note 2. In connection with this equity offering, EQGP recorded a $122.8 million gain to parent net investment, a decrease of $195.8 million to the noncontrolling interests in consolidated subsidiaries capital account on the consolidated balance sheet and an increase to deferred tax liability of $73.0 million . The gains to parent net investment and equity, the decreases in noncontrolling interests in consolidated subsidiaries capital and the increases in deferred tax liability on the consolidated balance sheet were non-cash and therefore had no impact on the statements of consolidated cash flows for the year ended December 31, 2015. (e) 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, may 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 2015. The underwriters' discount and other offering expenses in the table above include commissions of approximately $0.9 million . EQM used the net proceeds for general partnership purposes. Prior to this $750 million ATM Program, the EQM General Partner maintained its general partner ownership percentage at the previous level of 2.0% . Starting with sales under the $750 million ATM Program in 2015, the EQM General Partner elected not to maintain its general partner ownership percentage. EQGP recorded a $22.0 million increase to common units and a corresponding decrease in noncontrolling interest of EQM as a result of the EQM common units issued under the program in 2015. (f) The net proceeds were used for general partnership purposes and to repay amounts outstanding under EQM's credit facility. In connection with this equity offering, EQGP recorded an increase to partners' capital of $92.7 million , with a corresponding decrease of $92.7 million to the noncontrolling interests in consolidated subsidiaries capital account on the consolidated balance sheet. (g) 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. EQGP recorded a $44.9 million increase to common units and a corresponding decrease in noncontrolling interest of EQM as a result of the EQM common units issued under the program in 2016. |
Summary of Common, Subordinated, and General Partner Units Issued | The following table summarizes EQM's common, subordinated and general partner units issued and outstanding from January 1, 2014 through December 31, 2016 . EQM Limited Partner Units EQM 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 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 511,973 — 178,816 690,789 $750 million ATM Program 1,162,475 — — 1,162,475 November 2015 equity offering 5,650,000 — — 5,650,000 Balance at December 31, 2015 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 ATM Program 2,949,309 — — 2,949,309 Balance at December 31, 2016 80,581,758 — 1,443,015 82,024,773 |
Financial Information by Busi29
Financial Information by Business Segment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 2015 2014 (Thousands) Revenues from external customers (including affiliates): Gathering $ 397,494 $ 335,105 $ 233,945 Transmission 338,120 297,831 255,273 Total $ 735,614 $ 632,936 $ 489,218 Operating income: Gathering $ 289,027 $ 243,257 $ 147,426 Transmission 237,922 207,779 185,169 Headquarters (2,965 ) (2,056 ) — Total operating income $ 523,984 $ 448,980 $ 332,595 Reconciliation of operating income to net income: Other income 37,918 8,694 3,313 Net interest expense 16,761 21,348 10,871 Income tax expense 10,147 2,326 79,135 Net income $ 534,994 $ 434,000 $ 245,902 |
Schedule of Segment Assets | As of December 31, 2016 2015 2014 (Thousands) Segment assets: Gathering $ 1,292,713 $ 1,079,644 $ 865,465 Transmission 1,413,631 1,183,641 939,589 Total operating segments 2,706,344 2,263,285 1,805,054 Headquarters, including cash 370,105 570,505 442,172 Total assets $ 3,076,449 $ 2,833,790 $ 2,247,226 |
Schedule of Depreciation, Amortization, and Expenditures for Segment Assets | Years Ended December 31, 2016 2015 2014 (Thousands) Depreciation and amortization: Gathering $ 30,422 $ 24,360 $ 23,977 Transmission 32,269 25,535 25,084 Total $ 62,691 $ 49,895 $ 49,061 Expenditures for segment assets: Gathering $ 295,315 $ 225,537 $ 253,638 Transmission 292,049 203,706 137,317 Total (a) $ 587,364 $ 429,243 $ 390,955 (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 $26.7 million , $24.1 million , $53.0 million and $18.6 million at December 31, 2016 , 2015 , 2014 and 2013 , respectively. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Summary of Affiliate Transactions | The following table summarizes related party transactions: Years Ended December 31, 2016 2015 2014 (Thousands) EQM related party transactions Operating revenues $ 551,353 $ 462,371 $ 337,132 Operating and maintenance expense (a) 34,179 33,452 29,258 Selling, general and administrative expense (a) 67,345 55,092 46,524 Other income (b) 18,191 2,367 — Interest income on Preferred Interest (see Note 12) 1,740 — — Principal payments received on Preferred Interest (see Note 12) 1,024 — — Capital contributions from EQT 602 7,492 500 Net contributions from/(distributions to) EQT $ 20,234 $ (15,179 ) $ 87,452 EQGP related party transactions Selling, general and administrative expense (a) $ 646 $ 628 $ — Net interest expense (5 ) 3 — Distributions to EQT (post-IPO period) (c) 150,062 65,536 — Net contributions from/(distributions to) EQT (pre-IPO period) (d) $ — $ 284,252 $ (112,639 ) (a) The expenses for which EQGP and EQM reimburse EQT and its subsidiaries may not necessarily reflect the actual expenses that EQGP or EQM would incur on a stand-alone basis, and EQGP and EQM are unable to estimate what those expenses would be on a stand-alone basis. These amounts include the recast impact of the October 2016 Acquisition, NWV Gathering Acquisition and Jupiter Acquisition as they represent the total amounts allocated to EQGP and EQM by EQT for the periods presented. (b) For the year ended December 31, 2016 , other income included distributions received from EES of $8.3 million and equity income from the MVP Joint Venture of $9.9 million . For the year ended December 31, 2015 , other income included equity income from the MVP Joint Venture of $2.4 million . See Notes 6 and 12. (c) The distributions to EQT 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, 2016 , total distributions to EQT included the cash distribution declared on January 19, 2017 to EQT related to the fourth quarter 2016 of $0.177 per common unit. (d) Net contributions from/(distributions to) EQT related to periods prior to the EQGP IPO for distributions and taxes payable settled with EQT. The following table summarizes related party balances: As of December 31, 2016 2015 (Thousands) EQM related party balances Accounts receivable – affiliate $ 81,358 $ 80,507 Due to related party 19,027 47,563 Other current assets (current portion of Preferred Interest in EES - see Note 12) 4,167 — Investments in unconsolidated entities 184,562 77,025 Preferred Interest in EES (see Note 12) $ 119,126 $ 124,317 EQGP related party balances Due to related party $ 1,333 $ 783 The following table summarizes the reimbursement amounts between EQT and EQM under the EQM omnibus agreement for the years ended December 31, 2016 , 2015 and 2014 . Years Ended December 31, 2016 2015 2014 (Thousands) EQM reimbursements to EQT Operating and maintenance expense (a) $ 33,526 $ 31,310 $ 21,999 Selling, general and administrative expense (a) $ 63,255 $ 46,149 $ 25,051 EQM reimbursements from EQT (b) Plugging and abandonment $ 440 $ 26 $ 500 Bare steel replacement — 6,268 — Other capital reimbursements $ 162 $ 1,198 $ — (a) The expenses for which EQM reimburses EQT and its subsidiaries 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, NWV Gathering Acquisition and Jupiter Acquisition as these amounts do not represent reimbursements pursuant to the EQM omnibus agreement. (b) These reimbursements were recorded as capital contributions from EQT. |
Cash Distributions (Tables)
Cash Distributions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of Cash Distributions to Unitholders | EQM and EQGP declared the following cash distributions to their respective unitholders for the periods presented: Quarters Ended EQM Total Quarterly Distribution per Common Unit EQM Total Quarterly Cash Distribution EQM Quarterly Distribution to Noncontrolling Interests EQGP Total Quarterly Distribution per Common Unit Date of Distribution (Thousands, except per unit amounts) 2014 March 31 $ 0.49 $ 24,950 $ 13,241 N/A May 2014 June 30 0.52 34,100 20,482 N/A August 2014 September 30 0.55 37,539 21,664 N/A November 2014 December 31 $ 0.58 $ 41,180 $ 22,845 N/A February 2015 2015 March 31 $ 0.61 $ 52,222 $ 29,827 N/A May 2015 June 30 (a) 0.64 56,464 31,293 $ 0.04739 August 2015 September 30 0.675 62,396 33,790 0.104 November 2015 December 31 $ 0.71 $ 72,575 $ 39,553 $ 0.122 February 2016 2016 March 31 $ 0.745 $ 78,093 $ 41,587 $ 0.134 May 2016 June 30 0.78 86,595 45,840 0.15 August 2016 September 30 0.815 92,208 47,898 0.165 November 2016 December 31 (b) $ 0.85 $ 97,822 $ 49,955 $ 0.177 February 2017 (a) The initial cash distribution to EQGP’s unitholders for the second quarter of 2015 of $0.04739 per common unit was pro-rated for the 47 days from the date of the closing of EQGP's IPO on May 15, 2015 to June 30, 2015. (b) On January 19, 2017 , the Board of Directors of the EQM General Partner declared a cash distribution to EQM's unitholders for the fourth quarter of 2016 of $0.85 per common unit. The cash distribution will be paid on February 14, 2017 to unitholders of record at the close of business on February 3, 2017 . Cash distributions to EQGP will be approximately $47.9 million consisting of: $18.5 million related to its limited partner interest, $1.8 million related to its general partner interest and $27.6 million related to its IDRs in EQM. 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% |
Consolidated Variable Interes32
Consolidated Variable Interest Entity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Consolidated Variable Interest Entity | The following table presents amounts included in EQGP's consolidated balance sheets that were for the use or obligation of EQM as of December 31, 2016 and 2015 . Classification December 31, 2016 December 31, 2015 (Thousands) Assets: Cash and cash equivalents $ 60,368 $ 360,956 Accounts receivable 20,662 17,790 Accounts receivable – affiliate 81,358 80,507 Other current assets 9,671 2,203 Net property, plant and equipment 2,578,834 2,097,714 Investments in unconsolidated entities 184,562 77,025 Preferred Interest in EES 119,126 124,317 Other assets $ 21,259 $ 72,846 Liabilities: Accounts payable $ 35,830 $ 42,639 Due to related party 19,027 47,563 EQM credit facility borrowings — 299,000 Capital contribution payable to MVP Joint Venture 11,471 — Accrued interest 12,016 8,753 Accrued liabilities 8,648 6,812 Deferred income taxes — 84,099 Long-term debt 985,732 493,401 Other long-term liabilities $ 9,562 $ 7,834 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt | The following table presents EQGP and EQM's outstanding debt as of December 31, 2016 and 2015 . December 31, 2016 December 31, 2015 Principal Carrying Value Fair Value(a) Principal Carrying Value Fair Value(a) (Thousands) EQGP Working Capital Facility $ 84 $ 84 $ 84 $ 65 $ 65 $ 65 EQM $750 Million Facility — — — 299,000 299,000 299,000 EQM 364-Day Facility — — — N/A N/A N/A EQM 4.00% Senior Notes due 2024 500,000 494,170 493,125 $ 500,000 $ 493,401 $ 414,125 EQM 4.125% Senior Notes due 2026 $ 500,000 $ 491,562 $ 488,460 N/A N/A N/A (a) See Note 1 for a discussion of fair value measurements. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Summary of Components of Income Tax Expense | The components of income tax expense for the years ended December 31, 2016 , 2015 and 2014 are as follows: Years Ended December 31, 2016 2015 2014 (Thousands) Current: Federal $ 886 $ 204,120 $ 357,691 State 487 17,346 30,824 Subtotal 1,373 221,466 388,515 Deferred: Federal 8,302 (203,601 ) (289,672 ) State 472 (15,539 ) (19,708 ) Subtotal 8,774 (219,140 ) (309,380 ) Total $ 10,147 $ 2,326 $ 79,135 |
Schedule of Income Tax Expense | Income tax expense differed from amounts computed at the federal statutory rate of 35% on pre-tax book income from continuing operations as follows: Years Ended December 31, 2016 2015 2014 (Thousands) Tax at statutory rate $ 190,799 $ 152,714 $ 113,763 Post-IPO income not subject to income taxes (181,419 ) (88,862 ) (697 ) Pre-IPO income not subject to income taxes — (27,051 ) (43,409 ) State income taxes 623 1,175 10,171 Regulatory assets 132 (35,685 ) — Other 12 35 (693 ) Income tax expense $ 10,147 $ 2,326 $ 79,135 Effective tax rate 1.9 % 0.5 % 24.3 % |
Summary of Source and Tax Effects of Temporary Differences Between Financial Reporting and Tax Basis of Assets and Liabilities | The following table summarizes the source and tax effects of temporary differences between financial reporting and tax basis of assets and liabilities: December 31, 2015 (Thousands) Total deferred income tax liabilities: Property, plant and equipment tax deductions in excess of book deductions $ 61,665 Regulatory assets 22,434 Total net deferred income tax liabilities $ 84,099 |
Regulatory Assets and Liabili35
Regulatory Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 2015 (Thousands) Regulatory assets: Deferred taxes (a) $ 13,901 $ 70,504 Other recoverable costs (b) 4,989 309 Total regulatory assets $ 18,890 $ 70,813 Regulatory liabilities: On-going post-retirement benefits other than pensions (c) $ 6,744 $ 5,596 Other reimbursable costs (d) 691 866 Total regulatory liabilities $ 7,435 $ 6,462 (a) At December 31, 2015 the regulatory assets included a regulatory asset recorded in connection with the tax benefit discussed in Note 11 which was eliminated through equity at the time of the October 2016 Acquisition. The remaining 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. EQM expects to recover the amortization of the deferred tax position ratably over the corresponding life of the underlying assets that created the difference. 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. The amounts established for deferred taxes were primarily generated before EQM's tax status changed in July 2012 when EQM was included as part of EQT’s consolidated federal tax return. (b) At December 31, 2016, regulatory assets associated with other recoverable costs primarily related to the costs associated with the pension termination discussed in Note 14. (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. (d) Regulatory liabilities associated with other reimbursable costs primarily related to the storage retainage tracker on the AVC system. EQM defers the monthly over or under recovery of storage retainage gas on the AVC system and annually returns the excess to or recovers the deficiency from customers. |
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, 2016 2015 (Thousands) Regulatory assets: Deferred taxes (a) $ 13,901 $ 70,504 Other recoverable costs (b) 4,989 309 Total regulatory assets $ 18,890 $ 70,813 Regulatory liabilities: On-going post-retirement benefits other than pensions (c) $ 6,744 $ 5,596 Other reimbursable costs (d) 691 866 Total regulatory liabilities $ 7,435 $ 6,462 (a) At December 31, 2015 the regulatory assets included a regulatory asset recorded in connection with the tax benefit discussed in Note 11 which was eliminated through equity at the time of the October 2016 Acquisition. The remaining 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. EQM expects to recover the amortization of the deferred tax position ratably over the corresponding life of the underlying assets that created the difference. 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. The amounts established for deferred taxes were primarily generated before EQM's tax status changed in July 2012 when EQM was included as part of EQT’s consolidated federal tax return. (b) At December 31, 2016, regulatory assets associated with other recoverable costs primarily related to the costs associated with the pension termination discussed in Note 14. (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. (d) Regulatory liabilities associated with other reimbursable costs primarily related to the storage retainage tracker on the AVC system. EQM defers the monthly over or under recovery of storage retainage gas on the AVC system and annually returns the excess to or recovers the deficiency from customers. |
Interim Financial Information36
Interim Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Interim Financial Information (Unaudited) | The following quarterly summary of operating results reflects variations due primarily to the seasonal nature of the transmission and storage business by quarter for the years ended December 31, 2016 and 2015 . Three Months Ended March 31 June 30 September 30 December 31 (Thousands, except per unit amounts) 2016 Operating revenues $ 185,786 $ 178,042 $ 176,772 $ 195,014 Operating income 136,163 128,255 125,634 133,932 Net income 135,779 131,087 133,086 135,042 Net income attributable to EQT GP Holdings, LP $ 57,992 $ 58,343 $ 60,250 $ 57,594 Net income per limited partner unit: (a) Basic and diluted $ 0.19 $ 0.19 $ 0.20 $ 0.22 2015 Operating revenues $ 159,246 $ 149,297 $ 153,680 $ 170,713 Operating income 115,602 103,162 105,975 124,241 Net income 87,494 126,831 100,039 119,636 Net income attributable to EQT GP Holdings, LP $ 39,753 $ 70,642 $ 44,395 $ 52,813 Net income per limited partner unit: (a) Basic and diluted N/A $ 0.08 $ 0.14 $ 0.17 (a) Quarterly net income per limited partner unit amounts are stand-alone calculations and may not be additive to full-year amounts due to rounding |
Summary of Operations and Sig37
Summary of Operations and Significant Accounting Policies - Organization and Basis of Presentation (Details) - $ / shares | Dec. 31, 2016 | May 15, 2015 | Mar. 30, 2015 | Nov. 30, 2015 | Mar. 31, 2015 | Feb. 28, 2015 | May 31, 2014 | Jun. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Limited Partners' Capital Account [Line Items] | ||||||||||
Common units outstanding (in shares) | 266,165,000 | 266,165,000 | 266,165,000 | |||||||
General partner interest (as a percent) | 2.00% | 2.00% | 2.00% | |||||||
Percentage of outstanding limited liability company interest | 100.00% | |||||||||
EQM | ||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||
Partner units (in shares) | 5,650,000 | 9,512,755 | 12,362,500 | |||||||
Limited partner interest (as a percent) | 100.00% | |||||||||
Limited Partner | ||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||
Partner units (in shares) | 26,450,000 | |||||||||
Price per common unit (in USD per share) | $ 27 | |||||||||
Common units outstanding (in shares) | 26,450,000 | 26,450,000 | ||||||||
Limited partner interest (as a percent) | 9.90% | |||||||||
Limited Partner | EQM | ||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||
Partner units (in shares) | 5,650,000 | 9,487,500 | 12,362,500 | |||||||
Limited partner interest (as a percent) | 26.60% | |||||||||
Limited Partner | Over-Allotment Option | ||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||
Partner units (in shares) | 3,450,000 | |||||||||
EQM Common Units | EQM | ||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||
Common units outstanding (in shares) | 21,811,643 | 21,811,643 | ||||||||
General Partner | ||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||
Percentage of incremental cash distributed | 48.00% | 48.00% | ||||||||
General Partner | EQM | ||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||
Partner units (in shares) | 0 | 25,255 | 0 | |||||||
General partner units (in shares) | 1,443,015 | 1,443,015 | ||||||||
General partner interest (as a percent) | 1.80% | 1.80% |
Summary of Operations and Sig38
Summary of Operations and Significant Accounting Policies - Nature of Business (Details) | Dec. 31, 2016Bcf / dMMcf / dcompressor_stationprimary_assetinterstate_pipelinenatural_gas_storage_reservoirmi |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of primary assets | primary_asset | 2 |
Transmission and Storage System | |
Business Acquisition [Line Items] | |
Length of pipeline (in miles) | mi | 950 |
Number of interstate pipelines | interstate_pipeline | 6 |
Number of associated natural gas storage reservoirs | natural_gas_storage_reservoir | 18 |
Peak withdrawal capability per day of associated natural gas storage reservoirs (in MMcf per day) | MMcf / d | 645 |
Working gas capacity of associated natural gas storage reservoirs (in Bcf) | Bcf / d | 43 |
Number of compressor units | compressor_station | 41 |
Throughput capacity (in Bcf per day) | Bcf / d | 4.3 |
Gathering System | |
Business Acquisition [Line Items] | |
Length of high pressure gathering lines (in miles) | mi | 300 |
Total Firm gathering capacity (in Bcf per day) | Bcf / d | 1.8 |
Length of pipeline (in miles) | mi | 1,500 |
Summary of Operations and Sig39
Summary of Operations and Significant Accounting Policies - Significant Accounting Policies (Details) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2015USD ($) | Dec. 31, 2016USD ($)segment | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Property, Plant and Equipment [Line Items] | ||||
Number of segments | segment | 2 | |||
Maturity period | 3 months | |||
Allowances for doubtful accounts | $ 319,000 | $ 248,000 | ||
Internal costs capitalized | 53,200,000 | 78,900,000 | ||
Interest costs capitalized | $ 9,400,000 | $ 5,600,000 | $ 2,300,000 | |
Overall rate of depreciation | 2.20% | 2.10% | 2.50% | |
Imbalances | $ 2,800,000 | $ 900,000 | ||
Net current and deferred income taxes | $ 164,600,000 | |||
Interest Expense | ||||
Property, Plant and Equipment [Line Items] | ||||
AFUDC applicable to interest cost | 2,400,000 | 1,600,000 | $ 1,000,000 | |
Other Income | ||||
Property, Plant and Equipment [Line Items] | ||||
AFUDC applicable to equity funds | $ 19,400,000 | $ 6,300,000 | $ 3,200,000 | |
Minimum | Pipelines | ||||
Property, Plant and Equipment [Line Items] | ||||
Pipeline's useful life | 20 years | |||
Minimum | Compression Equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Pipeline's useful life | 20 years | |||
Maximum | Pipelines | ||||
Property, Plant and Equipment [Line Items] | ||||
Pipeline's useful life | 65 years | |||
Maximum | Compression Equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Pipeline's useful life | 50 years | |||
Line of Credit | ||||
Property, Plant and Equipment [Line Items] | ||||
Maximum borrowing capacity | $ 750,000,000 |
Summary of Operations and Sig40
Summary of Operations and Significant Accounting Policies - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | [1] | $ 2,894,858 | $ 2,362,316 |
Accumulated depreciation | [1] | (316,024) | (264,602) |
Net property, plant and equipment | [1] | 2,578,834 | 2,097,714 |
Gathering | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 1,330,998 | 1,081,472 | |
Accumulated depreciation | (110,473) | (88,917) | |
Net property, plant and equipment | 1,220,525 | 992,555 | |
Transmission | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 1,563,860 | 1,280,844 | |
Accumulated depreciation | (205,551) | (175,685) | |
Net property, plant and equipment | $ 1,358,309 | $ 1,105,159 | |
[1] | Financial statements as of December 31, 2015 have been retrospectively recast to include AVC, Rager and the Gathering Assets as a result of the October 2016 Acquisition. See Note 2. |
Acquisitions - Schedule of Acqu
Acquisitions - Schedule of Acquisitions (Details) - USD ($) $ in Thousands | Oct. 13, 2016 | Apr. 15, 2015 | Mar. 30, 2015 | Mar. 17, 2015 | May 07, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||||||||
Cash | [1] | $ 98,399 | $ 84,381 | $ 0 | |||||
Jupiter Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Total Consideration | $ 1,180,000 | ||||||||
Cash | $ 1,121,000 | ||||||||
Jupiter Acquisition | Common Units Issued to EQT | |||||||||
Business Acquisition [Line Items] | |||||||||
Units issued (in shares) | 516,050 | ||||||||
Jupiter Acquisition | GP Units Issued to EQT | |||||||||
Business Acquisition [Line Items] | |||||||||
Units issued (in shares) | 262,828 | ||||||||
NWV Gathering Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Total Consideration | $ 925,683 | ||||||||
Cash | $ 873,183 | ||||||||
NWV Gathering Acquisition | Common Units Issued to EQT | |||||||||
Business Acquisition [Line Items] | |||||||||
Units issued (in shares) | 511,973 | ||||||||
NWV Gathering Acquisition | GP Units Issued to EQT | |||||||||
Business Acquisition [Line Items] | |||||||||
Units issued (in shares) | 178,816 | ||||||||
MVP Interest Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Total Consideration | $ 54,229 | ||||||||
Cash | $ 54,229 | ||||||||
Limited partner interest (as a percent) | 100.00% | ||||||||
MVP Interest Acquisition | Common Units Issued to EQT | |||||||||
Business Acquisition [Line Items] | |||||||||
Units issued (in shares) | 0 | ||||||||
MVP Interest Acquisition | GP Units Issued to EQT | |||||||||
Business Acquisition [Line Items] | |||||||||
Units issued (in shares) | 0 | ||||||||
Preferred Interest Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Total Consideration | $ 124,317 | ||||||||
Cash | $ 124,317 | ||||||||
Preferred Interest Acquisition | Common Units Issued to EQT | |||||||||
Business Acquisition [Line Items] | |||||||||
Units issued (in shares) | 0 | ||||||||
Preferred Interest Acquisition | GP Units Issued to EQT | |||||||||
Business Acquisition [Line Items] | |||||||||
Units issued (in shares) | 0 | ||||||||
October 2016 Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Total Consideration | $ 275,000 | ||||||||
Cash | $ 275,000 | ||||||||
Limited partner interest (as a percent) | 100.00% | ||||||||
October 2016 Acquisition | Common Units Issued to EQT | |||||||||
Business Acquisition [Line Items] | |||||||||
Units issued (in shares) | 0 | ||||||||
October 2016 Acquisition | GP Units Issued to EQT | |||||||||
Business Acquisition [Line Items] | |||||||||
Units issued (in shares) | 0 | ||||||||
EQM | |||||||||
Business Acquisition [Line Items] | |||||||||
Limited partner interest (as a percent) | 100.00% | ||||||||
EQM | Jupiter Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Units issued (in shares) | 778,878 | ||||||||
EQM | Jupiter Acquisition | GP Units Issued to EQT | |||||||||
Business Acquisition [Line Items] | |||||||||
Units issued (in shares) | 262,828 | ||||||||
EQM | NWV Gathering Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Units issued (in shares) | 690,789 | ||||||||
EQM | NWV Gathering Acquisition | GP Units Issued to EQT | |||||||||
Business Acquisition [Line Items] | |||||||||
Units issued (in shares) | 178,816 | ||||||||
[1] | As discussed in Note 2, EQGP’s consolidated financial statements have been retrospectively recast to include the pre-acquisition results of AVC, Rager and the Gathering Assets, which were acquired by EQM effective on October 1, 2016, and NWV Gathering, which was acquired by EQM on March 17, 2015, because these transactions were between entities under common control. |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Business Acquisition [Line Items] | ||||
Net income | [1],[2],[3] | $ 534,994 | $ 434,000 | $ 245,902 |
Pipelines | ||||
Business Acquisition [Line Items] | ||||
Lease term | 25 years | |||
Restatement Adjustment | ||||
Business Acquisition [Line Items] | ||||
Net income | $ 1,900 | |||
EQM | Pipelines | ||||
Business Acquisition [Line Items] | ||||
Pipeline's useful life | 40 years | |||
Cumulative capital lease depreciation recorded | $ 25,100 | |||
EQM | Restatement Adjustment | ||||
Business Acquisition [Line Items] | ||||
Net income | $ 5,200 | $ 4,200 | ||
[1] | As discussed in Note 2, EQGP’s consolidated financial statements have been retrospectively recast to include the pre-acquisition results of AVC, Rager and the Gathering Assets, which were acquired by EQM effective on October 1, 2016, and NWV Gathering, which was acquired by EQM on March 17, 2015, because these transactions were between entities under common control. | |||
[2] | As discussed in Note 2, EQGP’s consolidated financial statements have been retrospectively recast to include the pre-acquisition results of AVC, Rager and the Gathering Assets, which were acquired by EQM effective on October 1, 2016, and NWV Gathering, which was acquired by EQM on March 17, 2015, because these transactions were between entities under common control. | |||
[3] | As discussed in Note 2, EQGP’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 (the Gathering Assets), which were acquired by EQM effective on October 1, 2016 (the October 2016 Acquisition), and the Northern West Virginia Marcellus gathering system (NWV Gathering), which was acquired by EQM on March 17, 2015, because these transactions were between entities under common control. |
Equity - Narrative (Details)
Equity - Narrative (Details) | Dec. 31, 2016shares | May 15, 2015shares | Mar. 30, 2015 | Feb. 17, 2015shares | Feb. 29, 2016shares | Nov. 30, 2015USD ($)shares | Mar. 31, 2015shares | Feb. 28, 2015shares | May 31, 2014shares | Sep. 30, 2015USD ($) | Jun. 30, 2015 | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014shares | Dec. 31, 2013shares | Dec. 31, 2012shares |
Limited Partners' Capital Account [Line Items] | ||||||||||||||||
Common units held (in shares) | 266,165,000 | 266,165,000 | 266,165,000 | |||||||||||||
General partner interest (as a percent) | 2.00% | 2.00% | 2.00% | |||||||||||||
Increase to deferred tax liability | $ | $ 73,000,000 | |||||||||||||||
Aggregate offering price (up to) | $ | $ 750,000,000 | $ 750,000,000 | ||||||||||||||
Commissions | $ | $ 900,000 | $ 2,200,000 | ||||||||||||||
EQM | ||||||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||||||
Partner units (in shares) | 5,650,000 | 9,512,755 | 12,362,500 | |||||||||||||
Limited partner interest (as a percent) | 100.00% | |||||||||||||||
Subordinated units issued (in shares) | 82,024,773 | 82,024,773 | 78,963,196 | 61,925,684 | 48,784,306 | |||||||||||
Subordinated units, convertible, conversion, ratio | 1 | |||||||||||||||
Common units issued under 2014 EQM VDA issuance (in shares) | 19,796 | 21,493 | ||||||||||||||
EQM | EQM Total Return Programs | ||||||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||||||
Common units issued under 2014 EQM VDA issuance (in shares) | 92,472 | |||||||||||||||
Limited Partner | ||||||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||||||
Partner units (in shares) | 26,450,000 | |||||||||||||||
Common units held (in shares) | 26,450,000 | 26,450,000 | ||||||||||||||
Limited partner interest (as a percent) | 9.90% | |||||||||||||||
Limited Partner | Phantom Units | ||||||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||||||
Awards included in basis and diluted earnings per share | 11,449 | 2,928 | ||||||||||||||
Limited Partner | EQT | ||||||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||||||
Common units held (in shares) | 239,715,000 | 239,715,000 | ||||||||||||||
Limited partner interest (as a percent) | 90.10% | |||||||||||||||
Limited Partner | EQM | ||||||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||||||
Partner units (in shares) | 5,650,000 | 9,487,500 | 12,362,500 | |||||||||||||
Limited partner interest (as a percent) | 26.60% | |||||||||||||||
Subordinated units issued (in shares) | 80,581,758 | 80,581,758 | 77,520,181 | 43,347,452 | 30,468,902 | |||||||||||
Common units issued under 2014 EQM VDA issuance (in shares) | 19,796 | 21,063 | 19,796 | 21,063 | ||||||||||||
Limited Partner | EQM | EQM Total Return Programs | ||||||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||||||
Common units issued under 2014 EQM VDA issuance (in shares) | 92,472 | |||||||||||||||
General Partner | ||||||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||||||
Purchase amount of general partner units | $ | $ 1,900,000 | |||||||||||||||
Common units issued under 2014 EQM VDA issuance (in shares) | 430 | |||||||||||||||
General Partner | EQM | ||||||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||||||
Partner units (in shares) | 0 | 25,255 | 0 | |||||||||||||
General partner interest (as a percent) | 1.80% | 1.80% | ||||||||||||||
Subordinated units issued (in shares) | 1,443,015 | 1,443,015 | 1,443,015 | 1,238,514 | 975,686 | |||||||||||
Common units issued under 2014 EQM VDA issuance (in shares) | 0 | 430 | ||||||||||||||
General Partner | EQM | EQM Total Return Programs | ||||||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||||||
Common units issued under 2014 EQM VDA issuance (in shares) | 0 | |||||||||||||||
Common Units | ||||||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||||||
Increase (decrease) in additional paid in capital, change in subsidiary ownership | $ | $ 92,700,000 | $ 22,000,000 | $ 122,800,000 | |||||||||||||
Noncontrolling Interest | ||||||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||||||
Increase (decrease) in additional paid in capital, change in subsidiary ownership | $ | $ (92,700,000) | $ (195,800,000) | ||||||||||||||
Subordinated Units | EQM | ||||||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||||||
Partner units (in shares) | 0 | 0 | 0 | |||||||||||||
Subordinated units issued (in shares) | 0 | 17,339,718 | 0 | 0 | 17,339,718 | 17,339,718 | 17,339,718 | |||||||||
Common units issued under 2014 EQM VDA issuance (in shares) | 0 | 0 | ||||||||||||||
Subordinated Units | EQM | EQM Total Return Programs | ||||||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||||||
Common units issued under 2014 EQM VDA issuance (in shares) | 0 | |||||||||||||||
Limited Partner Common | EQM | EQM Total Return Programs | ||||||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||||||
Common units issued under 2014 EQM VDA issuance (in shares) | 92,472 | |||||||||||||||
EQM | General Partner | ||||||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||||||
Increase (decrease) in additional paid in capital, change in subsidiary ownership | $ | $ 44,900,000 |
Equity - Schedule of Public Off
Equity - Schedule of Public Offerings of Common Units (Details) - USD ($) | May 15, 2015 | Nov. 30, 2015 | Mar. 31, 2015 | May 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 |
Limited Partners' Capital Account [Line Items] | ||||||
At the market program | $ 750,000,000 | $ 750,000,000 | ||||
Common Units Issued | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Units Issued (in shares) | 26,450,000 | |||||
EQM | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Units Issued (in shares) | 5,650,000 | 9,512,755 | 12,362,500 | |||
Units Issued (ATM) (in shares) | 2,949,309 | 1,162,475 | ||||
Price Per Unit (in USD per share) | $ 71.80 | $ 76 | $ 75.75 | $ 74.42 | $ 74.92 | |
Net Proceeds to EQM | $ 399,937,000 | $ 696,582,000 | $ 902,467,000 | $ 217,102,000 | $ 85,483,000 | |
Underwriters' Discount and Other Offering Expenses | $ 5,733,000 | $ 24,468,000 | $ 33,992,000 | $ 2,381,000 | $ 1,610,000 | |
EQM | Common Units Issued | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Units Issued (in shares) | 5,650,000 | 9,487,500 | 12,362,500 | |||
Units Issued (ATM) (in shares) | 2,949,309 | 1,162,475 | ||||
EQM | GP Units Issued | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Units Issued (in shares) | 0 | 25,255 | 0 | |||
Units Issued (ATM) (in shares) | 0 | 0 |
Equity - Schedule of Common, Su
Equity - Schedule of Common, Subordinated and General Partner Units Issued (Details) - USD ($) | May 15, 2015 | Mar. 17, 2015 | May 07, 2014 | Feb. 29, 2016 | Nov. 30, 2015 | Mar. 31, 2015 | Feb. 28, 2015 | May 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
At the market program | $ 750,000,000 | $ 750,000,000 | |||||||||
Limited Partner Units Common | |||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Equity offering (in shares) | 26,450,000 | ||||||||||
General Partner | |||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Common units issued under 2014 EQM VDA issuance (in shares) | 430 | ||||||||||
General Partner | Jupiter Acquisition consideration | |||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Acquisition consideration (in shares) | 262,828 | ||||||||||
General Partner | NWV Gathering Acquisition consideration | |||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Acquisition consideration (in shares) | 178,816 | ||||||||||
EQM | |||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Beginning Balance (in shares) | 78,963,196 | 61,925,684 | 48,784,306 | ||||||||
Equity offering (in shares) | 5,650,000 | 9,512,755 | 12,362,500 | ||||||||
Conversion of subordinated units to common units (in shares) | 0 | ||||||||||
Common units issued under 2014 EQM VDA issuance (in shares) | 19,796 | 21,493 | |||||||||
Common units issued (in shares) | 2,949,309 | 1,162,475 | |||||||||
Ending Balance (in shares) | 82,024,773 | 78,963,196 | 61,925,684 | ||||||||
EQM | Jupiter Acquisition consideration | |||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Acquisition consideration (in shares) | 778,878 | ||||||||||
EQM | NWV Gathering Acquisition consideration | |||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Acquisition consideration (in shares) | 690,789 | ||||||||||
EQM | Limited Partner Units Common | |||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Beginning Balance (in shares) | 77,520,181 | 43,347,452 | 30,468,902 | ||||||||
Equity offering (in shares) | 5,650,000 | 9,487,500 | 12,362,500 | ||||||||
Conversion of subordinated units to common units (in shares) | 17,339,718 | ||||||||||
Common units issued under 2014 EQM VDA issuance (in shares) | 19,796 | 21,063 | 19,796 | 21,063 | |||||||
Common units issued (in shares) | 2,949,309 | 1,162,475 | |||||||||
Ending Balance (in shares) | 80,581,758 | 77,520,181 | 43,347,452 | ||||||||
EQM | Limited Partner Units Common | Jupiter Acquisition consideration | |||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Acquisition consideration (in shares) | 516,050 | ||||||||||
EQM | Limited Partner Units Common | NWV Gathering Acquisition consideration | |||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Acquisition consideration (in shares) | 511,973 | ||||||||||
EQM | Limited Partner Subordinated | |||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Beginning Balance (in shares) | 0 | 17,339,718 | 17,339,718 | ||||||||
Equity offering (in shares) | 0 | 0 | 0 | ||||||||
Conversion of subordinated units to common units (in shares) | (17,339,718) | ||||||||||
Common units issued under 2014 EQM VDA issuance (in shares) | 0 | 0 | |||||||||
Common units issued (in shares) | 0 | 0 | |||||||||
Ending Balance (in shares) | 0 | 0 | 17,339,718 | ||||||||
EQM | Limited Partner Subordinated | Jupiter Acquisition consideration | |||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Acquisition consideration (in shares) | 0 | ||||||||||
EQM | Limited Partner Subordinated | NWV Gathering Acquisition consideration | |||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Acquisition consideration (in shares) | 0 | ||||||||||
EQM | General Partner | |||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Beginning Balance (in shares) | 1,443,015 | 1,238,514 | 975,686 | ||||||||
Equity offering (in shares) | 0 | 25,255 | 0 | ||||||||
Conversion of subordinated units to common units (in shares) | 0 | ||||||||||
Common units issued under 2014 EQM VDA issuance (in shares) | 0 | 430 | |||||||||
Common units issued (in shares) | 0 | 0 | |||||||||
Ending Balance (in shares) | 1,443,015 | 1,443,015 | 1,238,514 | ||||||||
EQM | General Partner | Jupiter Acquisition consideration | |||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Acquisition consideration (in shares) | 262,828 | ||||||||||
EQM | General Partner | NWV Gathering Acquisition consideration | |||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Acquisition consideration (in shares) | 178,816 | ||||||||||
EQM Total Return Programs | EQM | |||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Common units issued under 2014 EQM VDA issuance (in shares) | 92,472 | ||||||||||
EQM Total Return Programs | EQM | Limited Partner Units Common | |||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Common units issued under 2014 EQM VDA issuance (in shares) | 92,472 | ||||||||||
EQM Total Return Programs | EQM | Limited Partner Subordinated | |||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Common units issued under 2014 EQM VDA issuance (in shares) | 0 | ||||||||||
EQM Total Return Programs | EQM | General Partner | |||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Common units issued under 2014 EQM VDA issuance (in shares) | 0 |
Financial Information by Busi46
Financial Information by Business Segment - Schedule of Revenues, Operating Income and Reconciliation of Operating Income to Net Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||||
Revenues from external customers (including affiliates): | |||||||||||||||
Total | $ 195,014 | $ 176,772 | $ 178,042 | $ 185,786 | $ 170,713 | $ 153,680 | $ 149,297 | $ 159,246 | $ 735,614 | [1],[2] | $ 632,936 | [1],[2] | $ 489,218 | [1],[2] | |
Operating income: | |||||||||||||||
Total operating income | $ 133,932 | $ 125,634 | $ 128,255 | $ 136,163 | $ 124,241 | $ 105,975 | $ 103,162 | $ 115,602 | 523,984 | [1] | 448,980 | [1] | 332,595 | [1] | |
Reconciliation of operating income to net income: | |||||||||||||||
Other income | [1],[3] | 37,918 | 8,694 | 3,313 | |||||||||||
Net interest expense | [1],[4] | 16,761 | 21,348 | 10,871 | |||||||||||
Income tax expense | [1] | 10,147 | 2,326 | 79,135 | |||||||||||
Net income | [1],[5],[6] | 534,994 | 434,000 | 245,902 | |||||||||||
Gathering | Operating Segments | |||||||||||||||
Revenues from external customers (including affiliates): | |||||||||||||||
Total | 397,494 | 335,105 | 233,945 | ||||||||||||
Operating income: | |||||||||||||||
Total operating income | 289,027 | 243,257 | 147,426 | ||||||||||||
Transmission | Operating Segments | |||||||||||||||
Revenues from external customers (including affiliates): | |||||||||||||||
Total | 338,120 | 297,831 | 255,273 | ||||||||||||
Operating income: | |||||||||||||||
Total operating income | 237,922 | 207,779 | 185,169 | ||||||||||||
Headquarters | Operating Segments | |||||||||||||||
Operating income: | |||||||||||||||
Total operating income | $ (2,965) | $ (2,056) | $ 0 | ||||||||||||
[1] | As discussed in Note 2, EQGP’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 (the Gathering Assets), which were acquired by EQM effective on October 1, 2016 (the October 2016 Acquisition), and the Northern West Virginia Marcellus gathering system (NWV Gathering), which was acquired by EQM on March 17, 2015, because these transactions were between entities under common control. | ||||||||||||||
[2] | Operating revenues included affiliate revenues from EQT Corporation and subsidiaries (collectively, EQT) of $551.4 million, $462.4 million and $337.1 million for the years ended December 31, 2016, 2015 and 2014, respectively. See Note 5. | ||||||||||||||
[3] | For the year ended December 31, 2016, other income included distributions received from EQT Energy Supply, LLC (EES) of $8.3 million and equity income from Mountain Valley Pipeline, LLC (MVP Joint Venture) of $9.9 million. For the year ended December 31, 2015, other income included equity income from the MVP Joint Venture of $2.4 million. See Notes 6 and 12. | ||||||||||||||
[4] | Net interest expense for the year ended December 31, 2016 included $1.7 million of interest income on the preferred interest (the Preferred Interest) in EES. See Note 12. | ||||||||||||||
[5] | As discussed in Note 2, EQGP’s consolidated financial statements have been retrospectively recast to include the pre-acquisition results of AVC, Rager and the Gathering Assets, which were acquired by EQM effective on October 1, 2016, and NWV Gathering, which was acquired by EQM on March 17, 2015, because these transactions were between entities under common control. | ||||||||||||||
[6] | As discussed in Note 2, EQGP’s consolidated financial statements have been retrospectively recast to include the pre-acquisition results of AVC, Rager and the Gathering Assets, which were acquired by EQM effective on October 1, 2016, and NWV Gathering, which was acquired by EQM on March 17, 2015, because these transactions were between entities under common control. |
Financial Information by Busi47
Financial Information by Business Segment - Schedule of Segment Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Segment assets: | |||||
Total assets | $ 3,076,449 | [1] | $ 2,833,790 | [1] | $ 2,247,226 |
Total operating segments | |||||
Segment assets: | |||||
Total assets | 2,706,344 | 2,263,285 | 1,805,054 | ||
Headquarters, including cash | |||||
Segment assets: | |||||
Total assets | 370,105 | 570,505 | 442,172 | ||
Gathering | Total operating segments | |||||
Segment assets: | |||||
Total assets | 1,292,713 | 1,079,644 | 865,465 | ||
Transmission | Total operating segments | |||||
Segment assets: | |||||
Total assets | $ 1,413,631 | $ 1,183,641 | $ 939,589 | ||
[1] | Financial statements as of December 31, 2015 have been retrospectively recast to include AVC, Rager and the Gathering Assets as a result of the October 2016 Acquisition. See Note 2. |
Financial Information by Busi48
Financial Information by Business Segment - Schedule of Depreciation, Amortization and Expenditures for Segment Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Depreciation and amortization: | |||||
Total | [1],[2] | $ 62,691 | $ 49,895 | $ 49,061 | |
Expenditures for segment assets: | |||||
Total | 587,364 | 429,243 | 390,955 | ||
Accrued capital expenditures | 26,700 | 24,100 | 53,000 | $ 18,600 | |
Gathering | |||||
Depreciation and amortization: | |||||
Total | 30,422 | 24,360 | 23,977 | ||
Expenditures for segment assets: | |||||
Total | 295,315 | 225,537 | 253,638 | ||
Transmission | |||||
Depreciation and amortization: | |||||
Total | 32,269 | 25,535 | 25,084 | ||
Expenditures for segment assets: | |||||
Total | $ 292,049 | $ 203,706 | $ 137,317 | ||
[1] | As discussed in Note 2, EQGP’s consolidated financial statements have been retrospectively recast to include the pre-acquisition results of AVC, Rager and the Gathering Assets, which were acquired by EQM effective on October 1, 2016, and NWV Gathering, which was acquired by EQM on March 17, 2015, because these transactions were between entities under common control. | ||||
[2] | As discussed in Note 2, EQGP’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 (the Gathering Assets), which were acquired by EQM effective on October 1, 2016 (the October 2016 Acquisition), and the Northern West Virginia Marcellus gathering system (NWV Gathering), which was acquired by EQM on March 17, 2015, because these transactions were between entities under common control. |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) $ in Millions | Dec. 31, 2016USD ($) |
Reimbursement of EQT Proportionate Share | EQT | |
Related Party Transactions | |
Selling, general and administrative expense | $ 3 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Reimbursement (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
EQM reimbursements to EQT | |||||
Operating and maintenance expense | [1],[2] | $ 73,213 | $ 70,103 | $ 56,413 | |
Selling, general and administrative expense | [1],[2] | 75,726 | 63,958 | 51,149 | |
EQM | |||||
EQM reimbursements to EQT | |||||
Operating and maintenance expense | 34,179 | 33,452 | 29,258 | ||
Selling, general and administrative expense | 67,345 | 55,092 | 46,524 | ||
EQT | |||||
EQM reimbursements to EQT | |||||
Selling, general and administrative expense | 646 | 628 | 0 | ||
EQT | EQM | |||||
EQM's reimbursements from EQT | |||||
Other capital reimbursements | $ 5,200 | ||||
EQT | Omnibus Agreement | EQM | |||||
EQM reimbursements to EQT | |||||
Operating and maintenance expense | 33,526 | 31,310 | 21,999 | ||
Selling, general and administrative expense | 63,255 | 46,149 | 25,051 | ||
EQM's reimbursements from EQT | |||||
Plugging and abandonment | 440 | 26 | 500 | ||
Bare steel replacement | 0 | 6,268 | 0 | ||
Other capital reimbursements | $ 162 | $ 1,198 | $ 0 | ||
[1] | As discussed in Note 2, EQGP’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 (the Gathering Assets), which were acquired by EQM effective on October 1, 2016 (the October 2016 Acquisition), and the Northern West Virginia Marcellus gathering system (NWV Gathering), which was acquired by EQM on March 17, 2015, because these transactions were between entities under common control. | ||||
[2] | Operating and maintenance expense included charges from EQT of $34.2 million, $33.5 million and $29.3 million for the years ended December 31, 2016, 2015 and 2014, respectively. Selling, general and administrative expense included charges from EQT of $68.0 million, $55.7 million and $46.5 million for the years ended December 31, 2016, 2015 and 2014, respectively. See Note 5. |
Related Party Transactions - Su
Related Party Transactions - Summary of Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 19, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||||||||||||||||
Operating and maintenance expense | [1],[2] | $ 73,213 | $ 70,103 | $ 56,413 | |||||||||||||
Selling, general and administrative expense | [1],[2] | 75,726 | 63,958 | 51,149 | |||||||||||||
Other income | [1],[3] | 37,918 | 8,694 | 3,313 | |||||||||||||
Principal payments received on Preferred Interest | [4] | 1,024 | 0 | 0 | |||||||||||||
Capital contributions from EQT | [5] | 602 | 7,492 | 500 | |||||||||||||
Net contributions from/(distributions to) EQT | [4] | (20,234) | 102,662 | 240,170 | |||||||||||||
Equity income | [4] | 9,898 | 2,367 | 0 | |||||||||||||
Cash distribution declared per common unit (in USD per share) | $ 0.17700 | $ 0.16500 | $ 0.15000 | $ 0.13400 | $ 0.12200 | $ 0.10400 | $ 0.04739 | ||||||||||
EQT | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Selling, general and administrative expense | 646 | 628 | 0 | ||||||||||||||
Interest expense, net | (5) | 3 | 0 | ||||||||||||||
Distributions to the EQM General Partner | 150,062 | 65,536 | 0 | ||||||||||||||
Net contributions from/(distributions to) EQT | 0 | 284,252 | (112,639) | ||||||||||||||
EQM | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Operating revenues | 551,353 | 462,371 | 337,132 | ||||||||||||||
Operating and maintenance expense | 34,179 | 33,452 | 29,258 | ||||||||||||||
Selling, general and administrative expense | 67,345 | 55,092 | 46,524 | ||||||||||||||
Other income | 18,191 | 2,367 | 0 | ||||||||||||||
Interest income on Preferred Interest | 1,740 | 0 | 0 | ||||||||||||||
Principal payments received on Preferred Interest | 1,024 | 0 | 0 | ||||||||||||||
Capital contributions from EQT | 602 | 7,492 | 500 | ||||||||||||||
Net contributions from/(distributions to) EQT | 20,234 | (15,179) | $ 87,452 | ||||||||||||||
Cash distribution declared per common unit (in USD per share) | $ 0.85 | $ 0.815 | $ 0.78 | $ 0.745 | $ 0.71 | $ 0.675 | $ 0.64 | $ 0.61 | $ 0.58 | $ 0.55 | $ 0.52 | $ 0.49 | |||||
Subsequent Event | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Cash distribution declared per common unit (in USD per share) | $ 0.177 | ||||||||||||||||
Subsequent Event | EQM | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Cash distribution declared per common unit (in USD per share) | $ 0.85 | ||||||||||||||||
Variable Interest Entity, Not Primary Beneficiary | EQM | EES | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Interest income on Preferred Interest | 1,740 | ||||||||||||||||
Distributions included in other income | 8,300 | ||||||||||||||||
MVP Joint Venture | Other Income | Variable Interest Entity, Not Primary Beneficiary | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Equity income | $ 9,900 | $ 2,400 | |||||||||||||||
[1] | As discussed in Note 2, EQGP’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 (the Gathering Assets), which were acquired by EQM effective on October 1, 2016 (the October 2016 Acquisition), and the Northern West Virginia Marcellus gathering system (NWV Gathering), which was acquired by EQM on March 17, 2015, because these transactions were between entities under common control. | ||||||||||||||||
[2] | Operating and maintenance expense included charges from EQT of $34.2 million, $33.5 million and $29.3 million for the years ended December 31, 2016, 2015 and 2014, respectively. Selling, general and administrative expense included charges from EQT of $68.0 million, $55.7 million and $46.5 million for the years ended December 31, 2016, 2015 and 2014, respectively. See Note 5. | ||||||||||||||||
[3] | For the year ended December 31, 2016, other income included distributions received from EQT Energy Supply, LLC (EES) of $8.3 million and equity income from Mountain Valley Pipeline, LLC (MVP Joint Venture) of $9.9 million. For the year ended December 31, 2015, other income included equity income from the MVP Joint Venture of $2.4 million. See Notes 6 and 12. | ||||||||||||||||
[4] | As discussed in Note 2, EQGP’s consolidated financial statements have been retrospectively recast to include the pre-acquisition results of AVC, Rager and the Gathering Assets, which were acquired by EQM effective on October 1, 2016, and NWV Gathering, which was acquired by EQM on March 17, 2015, because these transactions were between entities under common control. | ||||||||||||||||
[5] | As discussed in Note 2, EQGP’s consolidated financial statements have been retrospectively recast to include the pre-acquisition results of AVC, Rager and the Gathering Assets, which were acquired by EQM effective on October 1, 2016, and NWV Gathering, which was acquired by EQM on March 17, 2015, because these transactions were between entities under common control. |
Related Party Transactions - 52
Related Party Transactions - Summary of Related Party Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Accounts receivable – affiliate | [1] | $ 81,358 | $ 80,507 |
Due to related party | [1] | 20,360 | 48,346 |
Investments in unconsolidated entities | [1] | 184,562 | 77,025 |
EQM | |||
Related Party Transaction [Line Items] | |||
Accounts receivable – affiliate | 81,358 | 80,507 | |
Due to related party | 19,027 | 47,563 | |
Other current assets | 4,167 | 0 | |
Investments in unconsolidated entities | 184,562 | 77,025 | |
Preferred Interest in EES | 119,126 | 124,317 | |
EQT | |||
Related Party Transaction [Line Items] | |||
Due to related party | $ 1,333 | $ 783 | |
[1] | Financial statements as of December 31, 2015 have been retrospectively recast to include AVC, Rager and the Gathering Assets as a result of the October 2016 Acquisition. See Note 2. |
Investments in Unconsolidated53
Investments in Unconsolidated Entities - Narrative (Details) $ in Thousands | Mar. 30, 2015USD ($)mi | Jan. 31, 2017USD ($) | Jan. 31, 2016 | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Oct. 31, 2015 | Apr. 30, 2015 | |
Schedule of Equity Method Investments [Line Items] | |||||||||
Other income | [1] | $ 9,898 | $ 2,367 | $ 0 | |||||
MVP Joint Venture | Beneficial Owner | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Ownership interest (as a percent) | 66.67% | ||||||||
EQM | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Issuance of performance guarantee | $ 91,000 | ||||||||
EQM | MVP Joint Venture | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Length of natural gas interstate pipeline (in miles) | mi | 300 | ||||||||
Variable Interest Entity, Not Primary Beneficiary | EQM | MVP Joint Venture | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Decrease in ownership interest (as a percent) | 8.50% | ||||||||
Percentage of remaining obligations | 33.00% | ||||||||
Variable Interest Entity, Not Primary Beneficiary | EQM | MVP Joint Venture | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Initial investment | $ 54,200 | ||||||||
Ownership interest sold | 1.00% | 10.00% | |||||||
Ownership interest (as a percent) | 45.50% | ||||||||
Investment balance | $ 184,600 | 77,000 | |||||||
Maximum financial exposure | 276,000 | ||||||||
Variable Interest Entity, Not Primary Beneficiary | EQM | MVP Joint Venture | Subsequent Event | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Initial investment | $ 11,500 | ||||||||
Other Income | Variable Interest Entity, Not Primary Beneficiary | MVP Joint Venture | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Other income | $ 9,900 | $ 2,400 | |||||||
[1] | As discussed in Note 2, EQGP’s consolidated financial statements have been retrospectively recast to include the pre-acquisition results of AVC, Rager and the Gathering Assets, which were acquired by EQM effective on October 1, 2016, and NWV Gathering, which was acquired by EQM on March 17, 2015, because these transactions were between entities under common control. |
Cash Distributions - Narrative
Cash Distributions - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 19, 2017 | Dec. 31, 2016 | Mar. 30, 2015 | Feb. 28, 2015 | Jun. 30, 2015 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Distribution Made to Limited Partner [Line Items] | ||||||||||||||||||||
Period of cash distribution | 55 days | |||||||||||||||||||
General partner interest (as a percent) | 2.00% | 2.00% | 2.00% | |||||||||||||||||
Limited partner units (in shares) | 266,165,000 | 266,165,000 | 266,165,000 | 266,165,000 | 266,165,000 | |||||||||||||||
Cash distribution declared per common unit (in USD per share) | $ 0.17700 | $ 0.16500 | $ 0.15000 | $ 0.13400 | $ 0.12200 | $ 0.10400 | $ 0.04739 | |||||||||||||
Pro-rated period | 47 days | |||||||||||||||||||
Subsequent Event | ||||||||||||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||||||||||||
Cash distribution declared per common unit (in USD per share) | $ 0.177 | |||||||||||||||||||
Cash distribution declared | $ 47,100 | |||||||||||||||||||
Limited Partner | ||||||||||||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||||||||||||
Limited partner units (in shares) | 26,450,000 | 26,450,000 | 26,450,000 | |||||||||||||||||
Limited partner interest (as a percent) | 9.90% | |||||||||||||||||||
General Partner | ||||||||||||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||||||||||||
Increasing percentage 3 (up to) | 48.00% | 48.00% | ||||||||||||||||||
Increasing percentage 1 | 13.00% | |||||||||||||||||||
Increasing percentage 2 | 23.00% | |||||||||||||||||||
EQM | ||||||||||||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||||||||||||
Period of cash distribution | 45 days | |||||||||||||||||||
Limited partner interest (as a percent) | 100.00% | |||||||||||||||||||
Cash distribution declared per common unit (in USD per share) | $ 0.85 | $ 0.815 | $ 0.78 | $ 0.745 | $ 0.71 | $ 0.675 | $ 0.64 | $ 0.61 | $ 0.58 | $ 0.55 | $ 0.52 | $ 0.49 | ||||||||
Cash distribution declared | $ 97,822 | $ 92,208 | $ 86,595 | $ 78,093 | $ 72,575 | $ 62,396 | $ 56,464 | $ 52,222 | $ 41,180 | $ 37,539 | $ 34,100 | $ 24,950 | ||||||||
EQM | Subsequent Event | ||||||||||||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||||||||||||
Cash distribution declared per common unit (in USD per share) | $ 0.85 | |||||||||||||||||||
Cash distribution declared | $ 47,900 | |||||||||||||||||||
Cash distribution declared relating to incentive distribution rights | 27,600 | |||||||||||||||||||
EQM | Limited Partner | ||||||||||||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||||||||||||
Limited partner interest (as a percent) | 26.60% | |||||||||||||||||||
EQM | Limited Partner | Subsequent Event | ||||||||||||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||||||||||||
Cash distribution declared | 18,500 | |||||||||||||||||||
EQM | General Partner | ||||||||||||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||||||||||||
General partner interest (as a percent) | 1.80% | 1.80% | ||||||||||||||||||
EQM | General Partner | Subsequent Event | ||||||||||||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||||||||||||
Cash distribution declared | $ 1,800 | |||||||||||||||||||
EQM | EQM Common Units | ||||||||||||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||||||||||||
Limited partner units (in shares) | 21,811,643 | 21,811,643 | 21,811,643 |
Cash Distributions - Schedule o
Cash Distributions - Schedule of Additional Available Cash from Operating Surplus (Details) | 12 Months Ended |
Dec. 31, 2016$ / shares | |
Distribution Made to Limited Partner [Line Items] | |
Total Quarterly Distribution per Unit Target Amount Minimum Quarterly Distribution (in USD per share) | $ 0.35 |
Unitholders | |
Distribution Made to Limited Partner [Line Items] | |
Marginal Percentage Interest in Distributions Minimum Quarterly Distribution (as a percent) | 98.20% |
Marginal Percentage Interest in Distributions First Target Distribution (as a percent) | 98.20% |
Marginal Percentage Interest in Distributions Second Target Distribution (as a percent) | 85.20% |
Marginal Percentage Interest in Distributions Third Target Distribution (as a percent) | 75.20% |
Marginal Percentage Interest in Distributions Thereafter (as a percent) | 50.20% |
Unitholders | Minimum | |
Distribution Made to Limited Partner [Line Items] | |
Total Quarterly Distribution per Unit Target Amount in First Target Distribution, (in USD per share) | $ 0.3500 |
Total Quarterly Distribution per Unit Target Amount in Second Target Distribution, (in USD per share) | 0.4025 |
Total Quarterly Distribution per Unit Target Amount in Third Target Distribution, (in USD per share) | 0.4375 |
Total Quarterly Distribution per Unit Target Amount in Subsequent Target Distribution, (in USD per share) | 0.5250 |
Unitholders | Maximum | |
Distribution Made to Limited Partner [Line Items] | |
Total Quarterly Distribution per Unit Target Amount in First Target Distribution, (in USD per share) | 0.4025 |
Total Quarterly Distribution per Unit Target Amount in Second Target Distribution, (in USD per share) | 0.4375 |
Total Quarterly Distribution per Unit Target Amount in Third Target Distribution, (in USD per share) | $ 0.5250 |
General Partner | |
Distribution Made to Limited Partner [Line Items] | |
Marginal Percentage Interest in Distributions Minimum Quarterly Distribution (as a percent) | 1.80% |
Marginal Percentage Interest in Distributions First Target Distribution (as a percent) | 1.80% |
Marginal Percentage Interest in Distributions Second Target Distribution (as a percent) | 14.80% |
Marginal Percentage Interest in Distributions Third Target Distribution (as a percent) | 24.80% |
Marginal Percentage Interest in Distributions Thereafter (as a percent) | 49.80% |
Cash Distributions - Schedule56
Cash Distributions - Schedule of Cash Distributions to Unitholders (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 19, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 |
Distribution Made to Limited Partner [Line Items] | |||||||||||||
Total Quarterly Distribution per Common Unit (in USD per share) | $ 0.17700 | $ 0.16500 | $ 0.15000 | $ 0.13400 | $ 0.12200 | $ 0.10400 | $ 0.04739 | ||||||
EQM | |||||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||||
Total Quarterly Distribution per Common Unit (in USD per share) | $ 0.85 | $ 0.815 | $ 0.78 | $ 0.745 | $ 0.71 | $ 0.675 | $ 0.64 | $ 0.61 | $ 0.58 | $ 0.55 | $ 0.52 | $ 0.49 | |
Total Quarterly Cash Distribution | $ 97,822 | $ 92,208 | $ 86,595 | $ 78,093 | $ 72,575 | $ 62,396 | $ 56,464 | $ 52,222 | $ 41,180 | $ 37,539 | $ 34,100 | $ 24,950 | |
Noncontrolling Interest | EQM | |||||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||||
Total Quarterly Cash Distribution | $ 49,955 | $ 47,898 | $ 45,840 | $ 41,587 | $ 39,553 | $ 33,790 | $ 31,293 | $ 29,827 | $ 22,845 | $ 21,664 | $ 20,482 | $ 13,241 | |
Subsequent Event | |||||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||||
Total Quarterly Distribution per Common Unit (in USD per share) | $ 0.177 | ||||||||||||
Total Quarterly Cash Distribution | $ 47,100 | ||||||||||||
Subsequent Event | EQM | |||||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||||
Total Quarterly Distribution per Common Unit (in USD per share) | $ 0.85 | ||||||||||||
Total Quarterly Cash Distribution | $ 47,900 |
Consolidated Variable Interes57
Consolidated Variable Interest Entity - Amounts Included in Consolidated Balance Sheets For the Use or Obligation of VIE (Details) - Variable Interest Entity, Primary Beneficiary - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Cash and cash equivalents | ||
Variable Interest Entity [Line Items] | ||
Assets | $ 60,368 | $ 360,956 |
Accounts receivable | ||
Variable Interest Entity [Line Items] | ||
Assets | 20,662 | 17,790 |
Accounts receivable – affiliate | ||
Variable Interest Entity [Line Items] | ||
Assets | 81,358 | 80,507 |
Other current assets | ||
Variable Interest Entity [Line Items] | ||
Assets | 9,671 | 2,203 |
Net property, plant and equipment | ||
Variable Interest Entity [Line Items] | ||
Assets | 2,578,834 | 2,097,714 |
Investments in unconsolidated entities | ||
Variable Interest Entity [Line Items] | ||
Assets | 184,562 | 77,025 |
Preferred Interest in EES | ||
Variable Interest Entity [Line Items] | ||
Assets | 119,126 | 124,317 |
Other assets | ||
Variable Interest Entity [Line Items] | ||
Assets | 21,259 | 72,846 |
Accounts payable | ||
Variable Interest Entity [Line Items] | ||
Liabilities | 35,830 | 42,639 |
Due to related party | ||
Variable Interest Entity [Line Items] | ||
Liabilities | 19,027 | 47,563 |
EQM credit facility borrowings | ||
Variable Interest Entity [Line Items] | ||
Liabilities | 0 | 299,000 |
Capital contribution payable to MVP Joint Venture | ||
Variable Interest Entity [Line Items] | ||
Liabilities | 11,471 | 0 |
Accrued interest | ||
Variable Interest Entity [Line Items] | ||
Liabilities | 12,016 | 8,753 |
Accrued liabilities | ||
Variable Interest Entity [Line Items] | ||
Liabilities | 8,648 | 6,812 |
Deferred income taxes | ||
Variable Interest Entity [Line Items] | ||
Liabilities | 0 | 84,099 |
Long-term debt | ||
Variable Interest Entity [Line Items] | ||
Liabilities | 985,732 | 493,401 |
Other long-term liabilities | ||
Variable Interest Entity [Line Items] | ||
Liabilities | $ 9,562 | $ 7,834 |
Debt - Schedule of Outstanding
Debt - Schedule of Outstanding Debt (Details) - USD ($) | Oct. 26, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | May 15, 2015 | Sep. 30, 2014 |
Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Principal | $ 750,000,000 | ||||
Senior Notes | EQM 4.00% Senior Notes due 2024 | |||||
Debt Instrument [Line Items] | |||||
Senior notes (as a percent) | 4.00% | 4.00% | 4.00% | ||
Principal | $ 500,000,000 | ||||
EQGP Working Capital Facility | |||||
Debt Instrument [Line Items] | |||||
Principal | $ 84,000 | $ 65,000 | |||
Principal | $ 50,000,000 | ||||
EQM | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Principal | 750,000,000 | 750,000,000 | |||
EQM | Senior Notes | EQM 4.00% Senior Notes due 2024 | |||||
Debt Instrument [Line Items] | |||||
Principal | $ 500,000,000 | $ 500,000,000 | |||
EQM | Senior Notes | EQM 4.125% Senior Notes due 2026 | |||||
Debt Instrument [Line Items] | |||||
Senior notes (as a percent) | 4.125% | 4.125% | |||
Principal | $ 500,000,000 | ||||
EQM | EQM $750 Million Facility | |||||
Debt Instrument [Line Items] | |||||
Principal | $ 0 | $ 299,000,000 | |||
EQM | Line of Credit | Revolving Credit Facility | EQM 364-Day Facility | |||||
Debt Instrument [Line Items] | |||||
Maturity period | 364 days | 364 days | 364 days | ||
Principal | $ 500,000,000 | $ 0 | |||
Carrying Value | EQGP Working Capital Facility | |||||
Debt Instrument [Line Items] | |||||
Facility outstanding | 84,000 | $ 65,000 | |||
Carrying Value | EQM | Senior Notes | EQM 4.00% Senior Notes due 2024 | |||||
Debt Instrument [Line Items] | |||||
Senior Notes outstanding | 494,170,000 | 493,401,000 | |||
Carrying Value | EQM | Senior Notes | EQM 4.125% Senior Notes due 2026 | |||||
Debt Instrument [Line Items] | |||||
Senior Notes outstanding | 491,562,000 | ||||
Carrying Value | EQM | EQM $750 Million Facility | |||||
Debt Instrument [Line Items] | |||||
Facility outstanding | 0 | 299,000,000 | |||
Carrying Value | EQM | Line of Credit | Revolving Credit Facility | EQM 364-Day Facility | |||||
Debt Instrument [Line Items] | |||||
Facility outstanding | 0 | ||||
Fair Value | EQGP Working Capital Facility | |||||
Debt Instrument [Line Items] | |||||
Facility outstanding | 84,000 | 65,000 | |||
Fair Value | EQM | Senior Notes | EQM 4.00% Senior Notes due 2024 | |||||
Debt Instrument [Line Items] | |||||
Senior Notes outstanding | 493,125,000 | 414,125,000 | |||
Fair Value | EQM | Senior Notes | EQM 4.125% Senior Notes due 2026 | |||||
Debt Instrument [Line Items] | |||||
Senior Notes outstanding | 488,460,000 | ||||
Fair Value | EQM | EQM $750 Million Facility | |||||
Debt Instrument [Line Items] | |||||
Facility outstanding | 0 | $ 299,000,000 | |||
Fair Value | EQM | Line of Credit | Revolving Credit Facility | EQM 364-Day Facility | |||||
Debt Instrument [Line Items] | |||||
Facility outstanding | $ 0 |
Debt - EQGP Working Capital Fac
Debt - EQGP Working Capital Facility (Details) - EQGP Working Capital Facility - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | May 15, 2015 | |
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 50,000,000 | ||
Maximum debt outstanding during period | $ 205,000 | $ 655,000 | |
Average daily balance of loans outstanding | $ 100,000 | $ 300,000 | |
Weighted average annual interest rate | 2.00% | 1.70% | |
EQT | Line of Credit | |||
Debt Instrument [Line Items] | |||
Notice of termination, number of days | 90 days |
Debt - EQM $750 Million Dollar
Debt - EQM $750 Million Dollar Facility (Details) | 12 Months Ended | ||
Dec. 31, 2016USD ($)lender | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Line of Credit | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 750,000,000 | ||
Maximum incremental borrowing capacity under accordion feature | 250,000,000 | ||
Maximum debt outstanding during period | 401,000,000 | $ 403,500,000 | $ 450,000,000 |
Commitment fees | $ 1,600,000 | 1,200,000 | 1,400,000 |
Line of Credit | Minimum | |||
Debt Instrument [Line Items] | |||
Number of potential term loan lenders | lender | 1 | ||
Line of Credit | Maximum | |||
Debt Instrument [Line Items] | |||
Consolidated leverage ratio before obtaining investment grade rating | 5 | ||
Consolidated leverage ratio after obtaining investment grade rating | 5.50 | ||
Swing Line Loans | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 75,000,000 | ||
Letters of Credit | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 150,000,000 | ||
EQM | Line of Credit | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 750,000,000 | 750,000,000 | |
Average daily balance of loans outstanding | $ 77,000,000 | $ 261,000,000 | $ 119,000,000 |
Weighted average annual interest rate | 2.00% | 1.70% | 1.70% |
Debt - EQM 364-Day Facility (De
Debt - EQM 364-Day Facility (Details) - USD ($) | Oct. 26, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 750,000,000 | ||
EQM | Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 750,000,000 | $ 750,000,000 | |
Line of Credit | EQM | Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Basis points | 0.10% | ||
Line of Credit | EQM | EQM 364-Day Facility | Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Maturity period | 364 days | 364 days | 364 days |
Renewal notice period | 60 days | ||
Maximum borrowing capacity | $ 500,000,000 | $ 0 | |
Amounts outstanding | $ 0 |
Debt - EQM 4.00% Senior Notes (
Debt - EQM 4.00% Senior Notes (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2014 |
Line of Credit | |||
Debt Instrument [Line Items] | |||
Principal | $ 750,000,000 | ||
Senior Notes | EQM 4.00% Senior Notes due 2024 | |||
Debt Instrument [Line Items] | |||
Senior notes (as a percent) | 4.00% | 4.00% | 4.00% |
Principal | $ 500,000,000 |
Debt - EQM 4.125% Senior Notes
Debt - EQM 4.125% Senior Notes (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Line of Credit | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 750,000,000 | |
EQM | Line of Credit | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 750,000,000 | $ 750,000,000 |
EQM | Senior Notes | EQM 4.125% Senior Notes due 2026 | ||
Debt Instrument [Line Items] | ||
Senior notes (as a percent) | 4.125% | 4.125% |
Principal | $ 500,000,000 | |
Net proceeds from offering | $ 491,400,000 |
Equity-Based Compensation Plan
Equity-Based Compensation Plan (Details) - Phantom Units - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based compensation expense recorded by the Company | |||
Weighted average fair value (in USD per share) | $ 21.57 | $ 28.77 | |
EQM | |||
Share-based compensation expense recorded by the Company | |||
Independent director unit based awards (in shares) | 17,760 | ||
Weighted average fair value (in USD per share) | $ 75.46 | $ 88 | $ 58.79 |
Number of unit based award granted (in shares) | 2,610 | 2,220 | 2,580 |
Limited Partner | |||
Share-based compensation expense recorded by the Company | |||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 11,449 | 2,928 | |
Independent Director | |||
Share-based compensation expense recorded by the Company | |||
Number of unit based award granted (in shares) | 8,270 | 2,910 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | ||
Net current and deferred income taxes | $ 164.6 | |
Federal statutory rate | 35.00% | |
AVC, Rager, and Gathering Assets | ||
Business Acquisition [Line Items] | ||
Net current and deferred income taxes | $ 94 |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Current: | ||||
Federal | $ 886 | $ 204,120 | $ 357,691 | |
State | 487 | 17,346 | 30,824 | |
Subtotal | 1,373 | 221,466 | 388,515 | |
Deferred: | ||||
Federal | 8,302 | (203,601) | (289,672) | |
State | 472 | (15,539) | (19,708) | |
Subtotal | [1] | 8,774 | (219,140) | (309,380) |
Total | [2] | $ 10,147 | $ 2,326 | $ 79,135 |
[1] | As discussed in Note 2, EQGP’s consolidated financial statements have been retrospectively recast to include the pre-acquisition results of AVC, Rager and the Gathering Assets, which were acquired by EQM effective on October 1, 2016, and NWV Gathering, which was acquired by EQM on March 17, 2015, because these transactions were between entities under common control. | |||
[2] | As discussed in Note 2, EQGP’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 (the Gathering Assets), which were acquired by EQM effective on October 1, 2016 (the October 2016 Acquisition), and the Northern West Virginia Marcellus gathering system (NWV Gathering), which was acquired by EQM on March 17, 2015, because these transactions were between entities under common control. |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Income Tax Disclosure [Abstract] | ||||
Tax at statutory rate | $ 190,799 | $ 152,714 | $ 113,763 | |
Post-IPO income not subject to income taxes | (181,419) | (88,862) | (697) | |
Pre-IPO income not subject to income taxes | 0 | (27,051) | (43,409) | |
State income taxes | 623 | 1,175 | 10,171 | |
Regulatory assets | 132 | (35,685) | 0 | |
Other | 12 | 35 | (693) | |
Total | [1] | $ 10,147 | $ 2,326 | $ 79,135 |
Effective tax rate | 1.90% | 0.50% | 24.30% | |
[1] | As discussed in Note 2, EQGP’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 (the Gathering Assets), which were acquired by EQM effective on October 1, 2016 (the October 2016 Acquisition), and the Northern West Virginia Marcellus gathering system (NWV Gathering), which was acquired by EQM on March 17, 2015, because these transactions were between entities under common control. |
Income Taxes - Summary of Sourc
Income Taxes - Summary of Source and Tax Effects of Temporary Differences Between Financial Reporting and Tax Basis of Assets and Liabilities (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Total deferred income tax liabilities: | |
Property, plant and equipment tax deductions in excess of book deductions | $ 61,665 |
Regulatory assets | 22,434 |
Total net deferred income tax liabilities | $ 84,099 |
Preferred Interest in EES - (De
Preferred Interest in EES - (Details) - EQM - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Preferred interest included in other current assets | $ 4,167 | $ 0 |
EES | Variable Interest Entity, Not Primary Beneficiary | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Carry value of note receivable | 123,300 | |
Preferred interest included in other current assets | $ 4,167 |
Regulatory Assets and Liabili70
Regulatory Assets and Liabilities - Regulatory Assets (Details) - Other Noncurrent Assets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Regulatory assets: | ||
Total regulatory assets | $ 18,890 | $ 70,813 |
Deferred income taxes | ||
Regulatory assets: | ||
Total regulatory assets | 13,901 | 70,504 |
Other Recoverable Costs | ||
Regulatory assets: | ||
Total regulatory assets | $ 4,989 | $ 309 |
Regulatory Assets and Liabili71
Regulatory Assets and Liabilities - Regulatory Liabilities (Details) - Other long-term liabilities - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Regulatory liabilities: | ||
Total regulatory liabilities | $ 7,435 | $ 6,462 |
On-going Post-retirement Benefits Other than Pensions | ||
Regulatory liabilities: | ||
Total regulatory liabilities | 6,744 | 5,596 |
Other Reimbursable Costs | ||
Regulatory liabilities: | ||
Total regulatory liabilities | $ 691 | $ 866 |
Pension and Other Postretirem72
Pension and Other Postretirement Benefit Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Pension and Other Postretirement Benefit Plans | ||||
Regulatory asset amortization period | 16 years | |||
Defined Benefit Pension Plan | ||||
Pension and Other Postretirement Benefit Plans | ||||
Amount reimbursed in order to meet certain funding targets | $ 1.9 | $ 0.4 | $ 0.2 | |
Expenses associated with plan | 0.1 | 0.5 | 0.5 | |
Other Post-Employment Benefit Plans | ||||
Pension and Other Postretirement Benefit Plans | ||||
Expenses for on-going post-retirement benefits other than pensions | $ 1.2 | $ 1.2 | $ 1.2 | |
EQT | EQM | ||||
Pension and Other Postretirement Benefit Plans | ||||
Reimbursement related to termination of retirement plan | $ 5.2 |
Concentrations of Credit Risk (
Concentrations of Credit Risk (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Concentrations of Credit Risk | ||||
Accounts receivable balances | [1] | $ 20,662 | $ 17,790 | |
Revenue | Customer Concentration | EQT | ||||
Concentrations of Credit Risk | ||||
Percentage of total revenue | 75.00% | 73.00% | 69.00% | |
Revenue | Customer Concentration | EQM | ||||
Concentrations of Credit Risk | ||||
Percentage of total revenue | 12.00% | 14.00% | 16.00% | |
Accounts receivable | Customer Concentration | ||||
Concentrations of Credit Risk | ||||
Percentage of total revenue | 47.00% | 42.00% | ||
Accounts receivable balances | [1] | $ 20,662 | $ 17,790 | |
[1] | Financial statements as of December 31, 2015 have been retrospectively recast to include AVC, Rager and the Gathering Assets as a result of the October 2016 Acquisition. See Note 2. |
Interim Financial Information74
Interim Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | [1] | Dec. 31, 2015 | [1] | Dec. 31, 2014 | [1] | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||
Operating revenues | $ 195,014 | $ 176,772 | $ 178,042 | $ 185,786 | $ 170,713 | $ 153,680 | $ 149,297 | $ 159,246 | $ 735,614 | [2] | $ 632,936 | [2] | $ 489,218 | [2] |
Operating income | 133,932 | 125,634 | 128,255 | 136,163 | 124,241 | 105,975 | 103,162 | 115,602 | 523,984 | 448,980 | 332,595 | |||
Net income | 135,042 | 133,086 | 131,087 | 135,779 | 119,636 | 100,039 | 126,831 | 87,494 | 234,179 | 207,603 | $ 121,877 | |||
Net income attributable to EQT GP Holdings, LP | $ 57,594 | $ 60,250 | $ 58,343 | $ 57,992 | $ 52,813 | $ 44,395 | $ 70,642 | $ 39,753 | $ 212,318 | $ 103,689 | ||||
Net income per limited partner unit: (a) | ||||||||||||||
Basic and diluted (in USD per share) | $ 0.22 | $ 0.20 | $ 0.19 | $ 0.19 | $ 0.17 | $ 0.14 | $ 0.08 | $ 0.80 | $ 0.39 | |||||
[1] | As discussed in Note 2, EQGP’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 (the Gathering Assets), which were acquired by EQM effective on October 1, 2016 (the October 2016 Acquisition), and the Northern West Virginia Marcellus gathering system (NWV Gathering), which was acquired by EQM on March 17, 2015, because these transactions were between entities under common control. | |||||||||||||
[2] | Operating revenues included affiliate revenues from EQT Corporation and subsidiaries (collectively, EQT) of $551.4 million, $462.4 million and $337.1 million for the years ended December 31, 2016, 2015 and 2014, respectively. See Note 5. |