EQT Midstream Partners, LP

[1]	Operating revenues included related party revenues from EQT of approximately $303.8 million and $284.5 million for the three months ended March 31, 2020 and 2019, respectively.
[2]	For the three months ended March 31, 2020 and 2019, operating and maintenance expense included approximately $12.5 million and $10.5 million of charges from Equitrans Midstream Corporation (NYSE: ETRN) (Equitrans Midstream), respectively. For the three months ended March 31, 2020 and 2019, selling, general and administrative expense included charges from Equitrans Midstream of approximately $23.3 million and $27.9 million, respectively. See Note 7.
[3]	See Note 3 for disclosures regarding impairments of long-lived assets.
[4]	Represents equity income from the MVP Joint Venture. See Note 8.
[5]	Represents equity income from the MVP Joint Venture. See Note 8.
[6]	See Note 10 for disclosures regarding derivative instruments.
[7]	Net interest expense included interest income on the Preferred Interest in EES of approximately $1.5 million and $1.6 million for the three months ended March 31, 2020 and 2019, respectively. In addition, for the three months ended March 31, 2020, net interest expense included interest income on the Intercompany Loan and Rate Relief Note (both defined herein) of approximately $3.6 million and $1.3 million, respectively.
[8]	See Note 11 for disclosure regarding EQM's calculation of net income per limited partner unit (basic and diluted).
[9]	Represents the cash distributions declared related to the period presented. See Note 11.

Statements of Consolidated Cash Flows (Unaudited) - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2020

Mar. 31, 2019

Cash flows from operating activities:

Net income

$ 255,285

$ 251,931

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation

61,114

47,065

Amortization of intangible assets

14,581

10,387

Impairments of long-lived assets

^[1]

55,581

Equity income

^[2],[3]

(54,072)

(31,063)

AFUDC – equity

(236)

(2,346)

Non-cash long-term compensation expense

285

255

Gain on derivative instruments

(4,170)

Changes in other assets and liabilities:

Accounts receivable

2,346

(4,950)

Accounts payable

(5,506)

(72,188)

Other assets and other liabilities

(40,072)

(38,118)

Net cash provided by operating activities

285,136

160,973

Cash flows from investing activities:

Capital expenditures

(151,932)

(206,735)

Capital contributions to the MVP Joint Venture

(45,150)

(144,763)

Intercompany Loan to Equitrans Midstream

(650,000)

Principal payments received on the Preferred Interest

1,225

1,141

Net cash used in investing activities

(845,857)

(350,357)

Cash flows from financing activities:

Proceeds from revolving credit facility borrowings

1,170,000

602,000

Payments on revolving credit facility borrowings

(350,000)

(145,000)

Payments for credit facility amendment fees

(2,740)

Distributions paid to common unitholders

(232,531)

(211,292)

Distributions paid to Series A Preferred unitholders

(25,501)

Net cash provided by financing activities

559,228

245,708

Net change in cash, restricted cash and cash equivalents

(1,493)

56,324

Cash, restricted cash and cash equivalents at beginning of period

15,760

17,515

Cash, restricted cash and cash equivalents at end of period (c)

^[4]

14,267

73,839

Cash paid during the period for:

Interest, net of amount capitalized

$ 88,081

$ 88,240

[1]	See Note 3 for disclosure regarding impairments of long-lived assets
[2]	Represents equity income from the MVP Joint Venture. See Note 8.
[3]	Represents equity income from the MVP Joint Venture. See Note 8.
[4]	Includes $23.8 million of cash and cash equivalents and $50.0 million of cash escrowed as of March 31, 2019 associated with the Bolt-on Acquisition (as defined in Note 2).

Consolidated Balance Sheets (Unaudited) - USD ($)
$ in Thousands

Mar. 31, 2020

Dec. 31, 2019

Current assets:

Cash and cash equivalents

$ 14,267

$ 15,760

Accounts receivable (net of allowance for credit losses of $3,047 and allowance for doubtful accounts of $285 as of March 31, 2020 and December 31, 2019, respectively) (a)(b)

^[1],[2]

249,061

254,109

Other current assets

39,279

25,004

Total current assets

302,607

294,873

Property, plant and equipment

8,561,359

8,572,499

Less: accumulated depreciation

(821,128)

(857,377)

Net property, plant and equipment

7,740,231

7,715,122

Investment in unconsolidated entity

2,465,827

2,324,108

Goodwill

486,698

Net intangible assets

765,205

797,439

Notes receivable from Equitrans Midstream (c)

^[3]

845,820

Other assets

251,666

196,779

Total assets

12,858,054

11,815,019

Current liabilities:

Accounts payable

103,814

126,786

Due to Equitrans Midstream

30,297

39,009

Capital contributions payable to the MVP Joint Venture

87,647

45,150

Accrued interest

44,662

73,366

Accrued liabilities

31,009

31,550

Total current liabilities

297,429

315,861

Credit facility borrowings

^[4]

1,722,500

902,500

Long-term debt

4,860,096

4,859,499

Contract liability

^[5]

247,342

Regulatory and other long-term liabilities

78,099

78,397

Total liabilities

7,205,466

6,156,257

Equity:

Series A Preferred Units (24,605,291 units issued and outstanding at each of March 31, 2020 and December 31, 2019)

1,183,814

Noncontrolling interest

^[6]

460,776

457,169

Total equity

5,652,588

5,658,762

Total liabilities and equity

12,858,054

11,815,019

Common Units

Equity:

Common and Class B

4,003,188

4,020,601

Class B Units

Equity:

Common and Class B

$ 4,810

$ (2,822)

[1]	Accounts receivable as of March 31, 2020 and December 31, 2019 included approximately $183.4 million and $175.2 million, respectively, of related party accounts receivable from EQT.
[2]	See Note 1 for a discussion of the adoption of ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.
[3]	See Notes 6 and 7 for disclosures regarding the notes receivable from Equitrans Midstream.
[4]	As of March 31, 2020, EQM had aggregate borrowings outstanding of approximately $1,430 million and $293 million on its Amended $3 Billion Facility and the Eureka Credit Facility, respectively (as each is defined in Note 9). As of December 31, 2019, EQM had aggregate borrowings outstanding of approximately $610 million and $293 million on its Amended $3 Billion Facility and the Eureka Credit Facility, respectively. See Note 9 for further detail.
[5]	See Note 6 for disclosure regarding EQM's contract liabilities.
[6]	Noncontrolling interest as of March 31, 2020 and December 31, 2019 represents third-party ownership in Eureka Midstream Holdings, LLC (Eureka Midstream). See Note 2 for further information.