UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2017~~2018

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_______ to_______

Commission File Number: 001-36789

Rice Midstream Partners LP

(Exact name of registrant as specified in its charter)

Delaware		47-1557755
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
2200 Rice DriveCanonsburg, Pennsylvania		15317
625 Liberty Avenue, Suite 1700Pittsburgh, Pennsylvania		15222
(Address of principal executive offices)		(Zip code)
(724) 271-7200
Registrant’s telephone number, including area code: (412) 553-5700
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þYes ¨No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þYes ¨No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þYes ¨No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ		Accelerated filer ¨
Large Accelerated Filer þ		Accelerated Filer ¨
Non-accelerated filer ¨		Smaller reporting company ¨
Non-Accelerated Filer ¨		Smaller Reporting Company ¨
(Do not check if a smaller reporting company)		Emerging ~~growth~~Growth ~~company~~Company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨Yes þNo

At ~~October~~March 31, ~~2017~~2018, there were 102,303,108 ~~units (consisting of 73,549,485~~ common units ~~and 28,753,623 subordinated units)~~ outstanding.

RICE MIDSTREAM PARTNERS LP

~~QUARTERLY REPORT ON FORM 10-Q~~INDEX

TABLE OF CONTENTS



	Page No.
Glossary of Commonly Used Defined Terms, Abbreviations and Measurements	3

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited):
Consolidated Balance Sheets as of March 31, 2018 and December 31, 2017	4
Consolidated Statements of Operations for the Three Months Ended March 31, 2018 and 2017	5
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2018 and 2017	6
Consolidated Statements of Equity for the Three Months Ended March 31, 2018 and 2017	7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3. Quantitative and Qualitative Disclosures about Market Risk	19

Item 4. Controls and Procedures	21

PART II. OTHER INFORMATION
Item 1. Legal Proceedings	22

Item 1A. Risk Factors	22

Item 6. Exhibits	23

Signatures	24

	Page
Cautionary Statement Regarding Forward-Looking Statements	3
Commonly Used Defined Terms	4
PART I
Item 1. Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3. Quantitative and Qualitative Disclosures about Market Risk	30
Item 4. Controls and Procedures	31
PART II
Item 1. Legal Proceedings	32
Item 1A. Risk Factors	32
Item 6. Exhibits	33
Signatures	34
Exhibit Index	35
Glossary of Terms	36

~~Cautionary~~Glossary ~~Statement~~of ~~Regarding~~Commonly ~~Forward-Looking~~Used ~~Statements~~Terms, Abbreviations and Measurements

~~This~~adjusted ~~Quarterly~~EBITDA ~~Report~~– ona ~~Form~~supplemental 10non-QGAAP (~~the~~as ~~“Quarterly~~defined ~~Report”~~below) ~~contains “forward-looking statements.” All statements, other than statements of historical fact, included in this Quarterly Report regarding our strategy, future operations,~~ financial ~~position,~~measure ~~estimated~~defined ~~revenues~~by ~~and~~Rice ~~income/losses,~~Midstream ~~projected~~Partners ~~costs,~~LP ~~prospects, plans~~ and ~~objectives~~subsidiaries ~~of management are forward-looking statements. When used in this Quarterly Report~~(collectively, ~~the~~RMP) ~~words~~as ~~“could,”~~net ~~“may,”~~income ~~“assume,”~~plus ~~“forecast,”~~net ~~“position,”~~interest ~~“predict~~expense,” ~~“strategy,”~~depreciation ~~“expect~~expense,” ~~“intend,”~~amortization “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” or “continue,” and similar expressions are used to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of ~~future~~intangible ~~events.~~assets ~~You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors~~ and ~~should not consider the following list to be a complete statement of all potential risks and uncertainties. When considering forward~~non-~~looking~~cash ~~statements,~~compensation ~~you should keep in mind the risk factors and other cautionary statements described under the heading “Item 1A~~expense. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016 (the “2016 Annual Report”) and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (the “June 30, 2017 Quarterly Report”), on file with the Securities and Exchange Commission (the “SEC”).

~~Forward-looking~~British ~~statements~~thermal ~~may~~unit ~~include~~– ~~statements~~a ~~about:~~measure of the amount of energy required to raise the temperature of one pound of water one-degree Fahrenheit.

•distributable ~~the~~cash ~~ability~~flow of– ~~Rice~~a ~~Energy~~supplemental ornon-GAAP ~~our~~financial ~~other~~measure ~~customers~~defined toby ~~meet~~RMP ~~their~~as ~~drilling~~adjusted ~~and~~EBITDA ~~development~~less ~~plans~~net oninterest aexpense, ~~timely~~excluding ~~basis~~amortization orof atdeferred ~~all;~~financing costs, capitalized interest and estimated maintenance capital expenditures.

•gas ~~Rice~~– ~~Energy’s~~all ~~pending~~references ~~merger~~to ~~with~~“gas” ~~EQT~~refer ~~corporation;~~to natural gas.

•throughput ~~our~~– ~~business~~the ~~strategy;~~volume of natural gas transported or passing through a pipeline, plant, terminal or other facility during a particular period.

•The ~~realized~~ATM ~~natural~~Program ~~gas~~– RMP’s at-the-market (ATM) common unit offering program, ~~natural~~pursuant ~~gas~~to ~~liquids~~which ~~(“NGLs”)~~a ~~and~~group ~~oil~~of ~~prices;~~managers, acting as RMP’s agent, may sell RMP common units having an aggregate offering price up to $100 million.

•Abbreviations ~~competition~~Measurements ASU - Accounting Standards Update Btu = one British thermal unit CPI - Consumer Price Index BBtu = billion British thermal units FASB - Financial Accounting Standards Board BBtu/d = billion British thermal units per day GAAP - United States Generally Accepted Accounting Principles MMgal = million gallons IDRs - Incentive Distribution Rights NGLs - Natural gas liquids SEC - Securities and ~~government~~Exchange ~~regulations;~~Commission

• actions taken by third-party producers, operators, processors and transporters;

• pending legal or environmental matters;

• costs of conducting our gathering and compression and water services operations;

• general economic conditions;

• credit and capital markets;

• operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond our control;

• uncertainty regarding our future operating results; and

• plans, objectives, expectations and intentions contained in this Quarterly Report that are not historical.

We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to our gathering and compression and water services businesses. These risks include, but are not limited to, commodity price volatility; inflation; environmental risks; regulatory changes; the uncertainty inherent in projecting future throughput volumes, cash flow and access to capital; the timing of development expenditures of Rice Energy or our other customers; and the other risks described under “Item 1A. Risk Factors” in the 2016 Annual Report and the June 30, 2017 Quarterly Report.

Should one or more of the risks or uncertainties described in this Quarterly Report occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.

All forward-looking statements, expressed or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report.

~~Commonly~~PART ~~Used~~I. ~~Defined~~FINANCIAL ~~Terms~~INFORMATION

AsItem ~~used~~1. inFinancial ~~the Quarterly Report, unless the context indicates or otherwise requires, the following terms have the following meanings:~~Statements

~~• “~~Rice Midstream Partners LP~~,” the “Partnership,” “we,” “our,” “us” or like terms refers to Rice Midstream Partners LP and its consolidated subsidiaries;~~

•Consolidated ~~“our~~Balance ~~general partner” refers to Rice Midstream Management LLC, a subsidiary of Rice Energy;~~Sheets

~~• “Rice Energy” refers to Rice Energy Inc. and its consolidated subsidiaries;~~(Unaudited)

• “GP Holdings” refers to Rice Midstream GP Holdings LP, a subsidiary of Rice Energy;



(in thousands)	March 31, 2018			December 31, 2017
Assets
Current assets:
Cash and cash equivalents	$	46,518		$	10,538
Accounts receivable	7,205			12,246
Accounts receivable - affiliate	76,542			48,428
Prepaid expenses and other	2,208			1,327
Total current assets	132,473			72,539

Property and equipment	1,461,405			1,439,222
Less: accumulated depreciation	(21,209		)	(7,420		)
Net property and equipment	1,440,196			1,431,802

Goodwill	1,346,918			1,346,918
Other assets	6,123			—
Total assets	$	2,925,710		$	2,851,259

Liabilities and equity
Current liabilities:
Accounts payable	$	22,312		$	24,634
Due to related party	18,743			2,246
Other accrued liabilities	4,530			4,200
Total current liabilities	45,585			31,080

Revolving credit facility	325,000			286,000
Other long-term liabilities	9,465			9,360
Total liabilities	380,050			326,440

Equity:
Common units (102,303,108 and 73,549,485 units issued and outstanding at March 31, 2018 and December 31, 2017, respectively)	2,198,570			1,566,625
Subordinated units (zero and 28,753,623 units issued and outstanding at March 31, 2018 and December 31, 2017, respectively)	—			612,454
General partner	347,090			345,740
Total equity	2,545,660			2,524,819
Total liabilities and equity	$	2,925,710		$	2,851,259

•The ~~“Vantage”~~accompanying ~~refers~~notes ~~collectively~~are toan ~~Vantage~~integral ~~Energy,~~part ~~LLC~~of ~~and~~these ~~Vantage~~Consolidated ~~Energy~~Financial ~~II,~~Statements. ~~LLC;~~

• “Vantage Midstream Entities” refers collectively to Vantage Energy II Access, LLC and Vista Gathering, LLC; and

• “EQT” refers to EQT Corporation.

PART I

Rice Midstream Partners LP

~~Condensed~~ Consolidated ~~Balance~~Statements ~~Sheets~~of Operations

(Unaudited)

(in thousands)	September 30, 2017				December 31, 2016
		Successor					Predecessor
Assets
		Three Months Ended March 31, 2018					Three Months Ended March 31, 2017
Current assets:
(in thousands, except per unit amounts)
Cash	$	1,810			$	21,834
Operating revenues(1)		$	84,464				$	62,750
Accounts receivable	18,855				8,758
Operating expenses:
Accounts receivable - affiliate	19,872				11,838
Operation and maintenance expense(2)		7,900					8,292
Prepaid expenses, deposits and other	1,640				64
General and administrative expense (2)		7,204					5,839
Total current assets	42,177				42,494
Depreciation expense		13,895					7,621
Long-term assets:
Amortization of intangible assets		—					402
Property and equipment, net	913,425				805,027
Total operating expenses		28,999					22,154
Deferred financing costs, net	9,482				12,591
Operating income		55,465					40,596
Goodwill	496,588				494,580
Net interest expense		1,954					2,992
Intangible assets, net	43,306				44,525
Other income		6					11
Total assets	$	1,504,978			$	1,399,217
Net income		$	53,517				$	37,615
Liabilities and partners’ capital
Calculation of limited partner interest in net income:
Current liabilities:
Net income		$	53,517				$	37,615
Accounts payable	$	12,953			$	4,172
Less: General partner interest in net income attributable to IDRs		(4,353		)			(1,239		)
Accrued capital expenditures	26,732				9,074
Limited partner interest in net income		$	49,164				$	36,376
Other accrued liabilities	4,675				8,376
Net income per limited partner unit:
Total current liabilities	44,360				21,622
Common units - basic and diluted		$	0.48				$	0.36
Long-term liabilities:
Subordinated units - basic and diluted		$	—				$	0.36
Long-term debt	222,000				190,000
Weighted average limited partner units outstanding - basic		102,303					102,273
Other long-term liabilities	6,399				5,189
Weighted average limited partner units outstanding - diluted		102,324					102,297
Total liabilities	272,759				216,811
Cash distributions declared per limited partner unit(3)		$	0.3049				$	0.2608
Partners’ capital:
Common units (73,549,485 and 73,519,133 issued and outstanding at September 30, 2017 and December 31, 2016, respectively)	1,311,205				1,276,036
Subordinated units (28,753,623 issued and outstanding at September 30, 2017 and December 31, 2016)	(78,986		)		(93,630		)
Total partners’ capital	1,232,219				1,182,406
Total liabilities and partners’ capital	$	1,504,978			$	1,399,217

~~The~~(1) ~~accompanying~~Operating ~~notes~~revenues ~~are~~included anaffiliate ~~integral~~revenues ~~part~~from EQT Corporation (EQT) of ~~these~~$84.0 ~~Condensed~~million ~~Consolidated~~for ~~Financial~~the ~~Statements~~three months ended March 31, 2018 and affiliate revenues from Rice Energy Inc. (Rice Energy) of $52.8 million for the three months ended March 31, 2017. See Note H. For the three months ended March 31, 2017, RMP recorded revenues from EQT of $9.9 million.


(2)	Operating and maintenance expense included charges from EQT of $1.3 million for the three months ended March 31, 2018 and $1.4 million from Rice Energy for the three months ended March 31, 2017. General and administrative expense included charges from EQT of $6.3 million for the three months ended March 31, 2018 and $4.9 million from Rice Energy for the three months ended March 31, 2017.


(3)	Represents the cash distributions declared related to the period presented. See Note F.

The accompanying notes are an integral part of these Consolidated Financial Statements.

Rice Midstream Partners LP

~~Condensed~~ Consolidated Statements of ~~Operations~~Cash Flows

(Unaudited)

		Three Months Ended September 30,						Nine Months Ended September 30,
	Successor				Predecessor
(in thousands, except per unit data)		2017			2016			2017			2016
	Three Months Ended March 31, 2018				Three Months Ended March 31, 2017
Operating revenues:
(in thousands)
Affiliate		$	63,599		$	28,260		$	178,870		$	105,267
Cash flows from operating activities:
Third-party		18,102			12,807			37,958			36,890
Net income	$	53,517			$	37,615
Total operating revenues		81,701			41,067			216,828			142,157
Adjustments to reconcile net income to net cash provided by operating activities:
Operating expenses:
Depreciation expense	13,895				7,621
Operation and maintenance expense		10,259			4,596			28,139			17,348
Amortization of intangible assets	—				402
General and administrative expense (1)		6,434			4,945			19,472			15,408
Amortization of deferred financing costs	—				1,049
Depreciation expense		7,667			5,489			22,831			17,714
Non-cash compensation expense	168				132
Acquisition costs		35			—			529			73
Changes in operating assets and liabilities:
Amortization of intangible assets		412			411			1,220			1,222
Accounts receivable	5,041				1,632
Other expense		2,247			90			2,380			239
Accounts payable	7,216				1,863
Total operating expenses		27,054			15,531			74,571			52,004
Due to/from affiliates	(11,617		)		(3,198		)
Operating income		54,647			25,536			142,257			90,153
Other assets and liabilities	(5,684		)		(907		)
Other income		13			—			54			—
Net cash provided by operating activities	62,536				46,209
Interest expense		(2,154		)	(402		)	(6,031		)	(2,369		)
Cash flows from investing activities:
Amortization of deferred finance costs		(1,052		)	(145		)	(3,151		)	(433		)
Capital expenditures	(32,712		)		(28,506		)
Net income		$	51,454		$	24,989		$	133,129		$	87,351
Net cash used in investing activities	(32,712		)		(28,506		)
Calculation of limited partner interest in net income:
Cash flows from financing activities:
Net income		$	51,454		$	24,989		$	133,129		$	87,351
Proceeds from borrowings	50,000				—
Less: General partner interest in net income attributable to incentive distribution rights		1,949			427			4,779			540
Repayments of borrowings	(11,000		)		—
Limited partner net income		$	49,505		$	24,562		$	128,350		$	86,811
Fees on revolving credit facility	—				(40		)
Net income per limited partner unit:
Distributions paid to unitholders	(32,844		)		(26,507		)
Common units (basic)		$	0.48		$	0.30		$	1.25		$	1.15
Net cash provided by (used in) financing activities	6,156				(26,547		)
Common units (diluted)		$	0.48		$	0.30		$	1.25		$	1.14
Net change in cash and cash equivalents	35,980				(8,844		)
Subordinated units (basic and diluted)		$	0.48		$	0.30		$	1.25		$	1.17
Cash and cash equivalents at the beginning of the period	10,538				21,834
Cash distributions declared per limited partner unit:
Cash and cash equivalents at the end of the period	$	46,518			$	12,990
Common units		$	0.2814		$	0.2370		$	0.8133		$	0.6705
Cash paid during the period for:
Subordinated units		$	0.2814		$	0.2370		$	0.8133		$	0.6705
Interest, net of amount capitalized	$	1,938			$	1,882

~~(1)~~The ~~General~~accompanying ~~and~~notes ~~administrative~~are ~~expense~~an ~~includes~~integral ~~charges~~part ~~from Rice Energy~~ of ~~$5.6~~these ~~million~~Consolidated ~~and~~Financial $4Statements.4 ~~million for the three months ended September 30, 2017 and 2016, respectively, and $16.8 million and $12.7 million for the nine months ended September 30, 2017 and 2016, respectively.~~

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Rice Midstream Partners LP

~~Condensed~~ Consolidated Statements of ~~Cash Flows~~Equity

(Unaudited)

	Nine Months Ended September 30,
		Limited Partners
(in thousands)	~~2017~~	Common			~~2016~~	Subordinated			General Partner			Total
Cash flows from operating activities:
Predecessor
Net income	$	133,129			$	87,351
Balance, January 1, 2017		$	1,275,935			$	(94,417	)	$	888		$	1,182,406
Adjustments to reconcile net income to net cash provided by operating activities:
Net income		26,149				10,227			1,239			37,615
Depreciation expense	22,831				17,714
Equity-based compensation expense		132				—			—			132
Amortization of intangibles	1,220				1,222
Distributions paid to unitholders		(18,416		)		(7,203		)	(888		)	(26,507		)
Amortization of deferred financing costs	3,151				433
Balance, March 31, 2017		$	1,283,800			$	(91,393	)	$	1,239		$	1,193,646
Equity compensation expense	429				2,672
Successor
Changes in operating assets and liabilities:
Balance, January 1, 2018		$	1,566,625			$	612,454		$	345,740		$	2,524,819
Accounts receivable and receivable from affiliate	(18,131		)		(3,102		)
Net income		49,164				—			4,353			53,517
Prepaid expenses and other assets	(1,577		)		(5		)
Equity-based compensation expense		168				—			—			168
Accounts payable and payable to affiliate	1,361				26
Distributions paid to unitholders		(21,454		)		(8,387		)	(3,003		)	(32,844		)
Accrued liabilities and other	(3,723		)		3,193
Subordinated units conversion(1)		604,067				(604,067		)	—			—
Net cash provided by operating activities	138,690				109,504
Balance, March 31, 2018		$	2,198,570			$	—		$	347,090		$	2,545,660
Cash flows from investing activities:
Capital expenditures	(99,234		)		(97,679		)
Acquisitions	(7,654		)		—
Net cash used in investing activities	(106,888		)		(97,679		)
Cash flows from financing activities:
Proceeds from borrowings	32,000				43,000
Repayments of borrowings	—				(186,000		)
Proceeds from ATM program, net	—				15,713
Proceeds from June 2016 equity offering, net	—				164,029
Additions to deferred financing costs	(81		)		(206		)
Contributions from parent	—				39
Employee tax withholding for settlement of common unit award vestings	—				(1,280		)
Distributions to related parties	(26,215		)		(18,228		)
Distributions to public unitholders	(57,530		)		(28,855		)
Net cash used in financing activities	(51,826		)		(11,788		)
Net (decrease) increase in cash	(20,024		)		37
Cash at the beginning of the year	21,834				7,597
Cash at the end of the period	$	1,810			$	7,634
(in thousands)
Supplemental disclosure of cash flow information:
Capital expenditures financed by accounts payable	$	9,658			$	2,378
Capital expenditures financed by accrued capital expenditures	$	26,732			$	12,270

~~The~~(1) ~~accompanying~~All ~~notes~~subordinated ~~are~~units anwere ~~integral~~converted ~~part~~to common units on a one-for-one basis on February 15, 2018. For purposes of ~~these~~calculating ~~Condensed~~net ~~Consolidated~~income ~~Financial~~per ~~Statements~~common and subordinated unit, the conversion of the subordinated units was deemed to have occurred on January 1, 2018. See Note F.

The accompanying notes are an integral part of these Consolidated Financial Statements.

Rice Midstream Partners LP

Notes ~~Condensed~~to Consolidated ~~Statements~~Financial ~~of Partners’ Capital~~ Statements

(Unaudited)

	Limited Partners
(in thousands)	Common			Subordinated & Incentive Distribution Right Holders			Total
Balance, January 1, 2016	$	624,557		$	(112,723	)	$	511,834
Contributions from parent	—			39			39
Equity compensation expense	1,492			—			1,492
Distributions to unitholders	(28,855		)	(18,228		)	(47,083		)
Common units issued in June equity 2016, net of offering costs	164,029			—			164,029
Common units issued in ATM program, net of offering costs	15,713			—			15,713
Net income	53,199			34,152			87,351
Balance, September 30, 2016	$	830,135		$	(96,760	)	$	733,375
Balance, January 1, 2017	$	1,276,036		$	(93,630	)	$	1,182,406
Equity compensation expense	429			—			429
Distributions to unitholders	(57,530		)	(26,215		)	(83,745		)
Net income	92,270			40,859			133,129
Balance, September 30, 2017	$	1,311,205		$	(78,986	)	$	1,232,219


A.	Financial Statements

~~The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.~~ Organization

RMP is a growth-oriented Delaware limited partnership formed by Rice Energy in August 2014. On November 13, 2017 (the Merger Date), EQT acquired Rice Energy pursuant to the Agreement and Plan of Merger, dated as of June 19, 2017 (as amended, the Merger Agreement), by and among EQT, Rice Energy and an indirect, wholly-owned subsidiary of EQT. Pursuant to the Merger Agreement, Rice Energy ultimately, through a series of mergers (the Mergers), merged with and into another indirect, wholly-owned subsidiary of EQT which continued as the surviving entity.

The Mergers resulted in EQT gaining control of Rice Midstream Management LLC (Midstream Management), the general partner of RMP. As a result of this change in control, RMP became a consolidated subsidiary of EQT. EQT’s acquisition of Midstream Management was accounted for using the acquisition method, which required the assets and liabilities acquired to be recorded at fair value with any excess purchase price recognized as goodwill. RMP elected to apply pushdown accounting and thus has reflected its assets and liabilities, including goodwill, at the fair values estimated by EQT on the Merger Date with the related adjustment to RMP’s net assets recorded in equity. As a result, RMP’s consolidated financial statements and certain footnote disclosures are presented in two distinct periods to indicate the application of two different bases of accounting between the periods. The periods prior to the Mergers are identified as Predecessor and the period after the Mergers is identified as Successor. Please see Note C for further information regarding the Mergers.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the requirements of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these unaudited consolidated financial statements include all adjustments (consisting of only normal recurring adjustments, unless otherwise disclosed in this Form 10-Q) necessary for a fair presentation of the financial position of RMP as of March 31, 2018 and December 31, 2017 and its consolidated statements of operations, cash flows and equity for the three months ended March 31, 2018 and 2017. Certain previously reported amounts have been reclassified to conform to the current year presentation. The balance sheet at December 31, 2017 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.

For further information, refer to the consolidated financial statements and footnotes thereto included in RMP’s Annual Report on Form 10-K for the year ended December 31, 2017 as well as “Management's Discussion and Analysis of Financial Condition and Results of Operations” contained therein.

Recently Issued Accounting Pronouncements

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The standard requires an entity to recognize revenue in a manner that depicts the transfer of goods or services to customers at an amount that reflects the consideration the entity expects to be entitled in exchange for those goods or services. RMP adopted this standard on January 1, 2018 using the modified retrospective method of adoption. Adoption of the ASU did not require an adjustment to the opening balance of equity. RMP does not expect the standard to have a significant effect on its results of operations, liquidity or financial position in 2018. RMP implemented processes and controls to ensure new contracts are reviewed for the appropriate accounting treatment and to generate the disclosures required under the new standard in the first quarter of 2018. For the disclosures required by this ASU, see Note B.

In February 2016, the FASB issued ASU No. 2016-02, Leases. The standard requires an entity to record assets and obligations for contracts currently recognized as operating leases. Lessees and lessors must apply a modified retrospective transition approach. 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. RMP has completed a high-level identification of agreements covered by this standard and will continue to evaluate the effect this standard will have on its financial statements, internal controls and related disclosures.

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

~~Rice~~current ~~Midstream~~GAAP ~~Partners~~and, LPinstead, 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. RMP is currently evaluating the effect this standard will have on its financial statements and related disclosures.

~~Notes~~In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation: Scope of Modification Accounting. This ASU provides guidance regarding which changes to ~~Condensed~~the ~~Consolidated~~terms ~~Financial~~or ~~Statements~~conditions of a share-based payment award require an entity to apply modification accounting. RMP adopted this standard in the first quarter of 2018 with no significant effect on its financial statements or related disclosures. ASU No. 2017-09 will be applied prospectively to awards modified on or after the adoption date.

~~(Unaudited)~~B. Revenue Recognition

As discussed in Note A, RMP adopted ASU No. 2014-09, Revenue from Contracts with Customers, on January 1, 2018 using the modified retrospective method of adoption. ~~Basis~~RMP applied the ASU to all open contracts as of ~~Presentation~~the date of initial application. Adoption of the ASU did not require an adjustment to the opening balance of equity and did not materially change RMP's amount and timing of revenues.

~~Rice~~RMP’s ~~Midstream~~revenue ~~Partners~~contracts LP (the “Partnership”) is a Delaware limited partnership formed by Rice Energy Inc. (“Rice Energy”) in August 2014. References in these unaudited condensed consolidated financial statements to Rice Energy refer collectively to “Rice Energy” and its consolidated subsidiaries, other than the Partnership and its consolidated subsidiaries. are:

~~The~~• ~~accompanying~~Gas ~~unaudited~~gathering ~~condensed~~contracts: ~~consolidated~~Gathering ~~financial~~revenues ~~statements~~represent offees ~~the~~charged ~~Partnership~~by ~~have~~RMP ~~been~~for ~~prepared~~gathering, bycompressing, ~~the~~dehydrating ~~Partnership’s~~and ~~management~~delivering ingas ~~accordance~~to ~~with~~a ~~generally~~customer ~~accepted~~at ~~accounting~~a ~~principles~~specified indelivery ~~the~~point. ~~United~~All ~~States~~of ~~(“GAAP”)~~RMP’s ~~for~~gathering ~~interim~~revenues ~~financial~~are ~~information~~generated ~~and~~pursuant ~~applicable~~to ~~rules~~long-term, ~~and~~fixed ~~regulations~~price ~~promulgated~~per ~~under~~unit, interruptible service contracts with customers in the ~~Securities~~Appalachian ~~Exchange~~Basin. ~~Act~~Interruptible ofservice ~~1934~~contracts include volumetric based fees, aswhich ~~amended~~are (charges for the ~~“Exchange~~volume ~~Act”).~~of ~~Accordingly,~~gas ~~they~~actually gathered and do not ~~include~~guarantee ~~all~~access ofto the ~~information~~pipeline. ~~and~~The ~~footnotes~~performance ~~required~~obligation byfor ~~GAAP~~volumetric ~~for~~based ~~annual~~fee ~~financial~~revenues ~~statements.~~is ~~The~~generally ~~unaudited~~satisfied ~~condensed~~upon ~~consolidated~~RMP's ~~financial~~monthly ~~statements~~billing ~~included~~to ~~herein~~the ~~contain~~customer ~~all~~for ~~adjustments~~actual ~~which~~volumes ~~are,~~gathered induring the ~~opinion~~month. ofThe ~~management,~~amount ~~necessary~~billed tocorresponds ~~present~~directly ~~fairly~~to the ~~Partnership~~value of RMP’s ~~financial~~performance ~~position~~to date as ofthe ~~September~~customer ~~30,~~obtains ~~2017~~value ~~and~~as ~~December 31,~~each ~~2016~~volume is gathered. For gathering arrangements, ~~its~~the ~~condensed~~customer ~~consolidated~~is ~~statements~~typically ofinvoiced ~~operations~~on ~~for~~a ~~the~~monthly ~~three~~basis and ~~nine~~the ~~months~~payment ~~ended~~terms ~~September~~are ~~30,~~usually ~~2017~~21 ~~and~~days ~~2016~~after the receipt of the invoice. Gathering, compression and ~~its~~dehydration ~~condensed~~services ~~consolidated~~are ~~statements~~all necessary components of ~~cash~~delivering ~~flows~~gas ~~and~~to ~~partners’~~a ~~capital~~customer; ~~for~~these ~~the~~activities ~~nine~~are ~~months~~significantly ~~ended~~affected ~~September~~by ~~30,~~each ~~2017~~other and ~~2016~~are not separable.

~~Proposed~~• ~~Rice~~Water ~~Energy~~services ~~Merger~~contracts: Water services revenues represent fees charged by RMP for the delivery of fresh water to a customer at a specified delivery point. All of RMP’s water services revenues are generated pursuant to variable price per volume contracts with ~~EQT~~customers ~~Corporation~~in the Appalachian Basin. For water services contracts, the only performance obligation in each contract is for RMP to provide water (usually a minimum daily volume) to the customer at any designated delivery point and is generally satisfied upon RMP’s monthly billing to the customer for the volume of water provided during the month. For water services arrangements, the customer is typically invoiced on a monthly basis and the payment terms are usually 21 days after the receipt of the invoice.

OnFor ~~June 19, 2017, Rice Energy entered into an Agreement and Plan of Merger (~~the ~~“Merger~~ ~~Agreement”)~~three ~~with~~months ~~EQT~~ended ~~Corporation~~March 31, a2018 ~~Pennsylvania corporation (“EQT”),~~ and ~~Eagle Merger Sub I~~2017, ~~Inc.,~~all arevenues ~~Delaware~~recognized ~~corporation~~on ~~and~~RMP’s ~~indirect,~~consolidated ~~wholly-owned~~statements ~~subsidiary~~ of ~~EQT~~operations ~~(“Merger~~are ~~Sub”),~~from ~~pursuant~~contracts towith ~~which~~customers. ~~EQT~~As ~~will acquire Rice Energy in exchange for a combination~~ of ~~shares of EQT common stock and cash. The Merger Agreement provides that~~March 31, ~~upon~~2018 ~~the terms~~ and ~~subject to the conditions set forth therein,~~December ~~Merger Sub will be merged with and into Rice Energy~~31, ~~with Rice Energy continuing as the surviving entity and an indirect~~2017, ~~wholly-owned~~all ~~subsidiary~~receivables ofrecorded ~~EQT~~on ~~(the “Merger”).~~RMP's ~~Immediately~~consolidated ~~after~~balance ~~the~~sheets ~~effective~~represent ~~time~~performance ofobligations ~~the~~that ~~Merger~~have ~~(the~~been ~~“Effective~~satisfied ~~Time”), Rice Energy shall be merged with~~ and ~~into~~for anwhich ~~indirect, wholly-owned limited liability company subsidiary of EQT (“LLC Sub”), with LLC Sub continuing as the surviving entity in such merger as~~ an ~~indirect,~~unconditional ~~wholly-owned~~right ~~subsidiary of EQT. The completion of the Merger is subject~~ to ~~satisfaction~~consideration or waiver of several conditions, including approval by the stockholders of Rice Energy and EQT and certain customary regulatory and other closing conditions, and is expected to close in the fourth quarter of 2017exists.

AsThe atable ~~result~~below ofprovides ~~the~~disaggregated ~~Merger,~~revenue ~~immediately~~information ~~after~~for the ~~Effective~~three ~~Time,~~months ~~EQT~~ended ~~will~~March ~~acquire beneficial ownership~~31, indirectly through Rice Energy Operating LLC, a Delaware limited liability company and a subsidiary of Rice Energy (“REO”), of 3,623 common units representing limited partnership interests in the Partnership, and 28,753,623 subordinated units representing limited interests in the Partnership, and all incentive distribution rights of the Partnership2018. Additionally, as a result of the Merger, EQT will indirectly own and control, indirectly through REO, Rice Midstream Management LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”). EQT will therefore retain the right to appoint all members of the board of directors of the General Partner and will control the Partnership subsequent to the close of the Merger.

The Merger Agreement provides for certain termination rights for both Rice Energy and EQT, including the right of either party to terminate the Merger Agreement if the Merger is not consummated by February 19, 2018 (which may be extended by either party to May 19, 2018 under certain circumstances). Upon termination of the Merger Agreement under certain specified circumstances, Rice Energy may be required to pay EQT, or EQT may be required to pay Rice Energy, a termination fee of $255.0 million. In addition, if the Merger Agreement is terminated because of a failure of a party’s shareholders to approve the proposals required to complete the Merger, that party may be required to reimburse the other party for its transaction expenses in an amount equal to $67.0 million.



(in thousands)
Gathering revenues	$	52,730
Compression revenues	8,771
Water services revenues	22,963
Total operating revenues	$	84,464

On October 12, 2017, Rice Energy and EQT filed the definitive joint proxy statement/prospectus for each of Rice Energy and EQT and commenced mailing the definitive joint proxy statement/prospectuses to shareholders of Rice Energy and EQT. The Company and EQT will each hold a special meeting of shareholders on November 9, 2017.

2C. Mergers and Acquisitions

~~Vantage~~Rice ~~Acquisition~~Energy’s Merger with EQT

OnEQT ~~September~~performed ~~26, 2016, the Partnership entered into~~ a ~~Purchase~~preliminary ~~and~~valuation ~~Sale~~of ~~Agreement~~the byfair ~~and~~value ~~between~~of ~~the~~RMP’s ~~Partnership~~assets and ~~Rice~~liabilities ~~Energy~~as ~~(the “Midstream Purchase Agreement”). Pursuant to the terms~~ of the ~~Midstream~~Merger ~~Purchase~~Date. ~~Agreement,~~The ~~and~~fair ~~following~~value ~~the close~~ of ~~Rice Energy~~RMP’s ~~acquisition~~current ofassets ~~Vantage Energy, LLC~~ and ~~Vantage~~current ~~Energy~~liabilities ~~II,~~were ~~LLC~~assumed ~~(collectively,~~to ~~“Vantage”)~~approximate ~~and~~ their ~~subsidiaries~~carrying ~~(the~~values. ~~“Vantage~~The ~~Acquisition”),~~estimated onfair ~~October~~value ~~19,~~of ~~2016,~~RMP’s ~~the~~long-lived ~~Partnership~~tangible ~~acquired~~assets ~~from~~was ~~Rice~~determined ~~Energy~~utilizing ~~all~~observable ofmarket ~~the~~inputs ~~outstanding~~where ~~membership~~available ~~interests~~or ofestimated ~~Vantage~~replacement ~~Energy~~cost IIadjusted ~~Access,~~for ~~LLC~~a ~~and~~usage ~~Vista~~or ~~Gathering,~~obsolescence ~~LLC (the “Vantage Midstream Entities”)~~factor. The ~~Vantage~~estimated ~~Midstream~~fair ~~Entities~~value ~~own midstream assets, including approximately 30 miles~~ of ~~dry~~RMP’s ~~gas~~long-term ~~gathering~~liabilities ~~and~~was ~~compression~~determined ~~assets~~utilizing ~~and~~observable ~~water~~market ~~assets.~~inputs Inwhere ~~consideration~~available ~~for~~or ~~the~~estimated ~~acquisition~~based ofon ~~the~~their ~~Vantage~~current ~~Midstream~~carrying ~~Entities~~values. ~~(the~~RMP ~~“Vantage~~has ~~Midstream~~recorded ~~Asset~~goodwill ~~Acquisition”),~~as the ~~Partnership~~excess ~~paid~~of ~~Rice Energy $600.0 million in aggregate consideration, which~~ the ~~Partnership~~estimated ~~paid~~enterprise invalue ~~cash~~over ~~with~~ the ~~net~~sum ~~proceeds~~ of ~~its private placement of common units (~~the ~~“2016~~fair ~~Private~~value ~~Placement”)~~amounts ofallocated ~~$441.0~~to ~~million~~RMP’s assets and ~~borrowings under its revolving credit facility (defined in Note 3) of $159~~liabilities.0 ~~million.~~Goodwill ~~The~~was ~~purchase~~allocated ~~price~~to ~~allocation~~the ~~ascribed~~value ~~approximately~~attributed ~~$144.6 million~~ to ~~property~~additional ~~and~~growth ~~equipment~~opportunities, ~~$0.4~~synergies ~~million~~and inoperating ~~net~~leverage ~~working~~within ~~capital,~~RMP’s ~~and~~gathering ~~$455~~segment.0 ~~million to goodwill.~~

The ~~Partnership’s~~following ~~acquisition~~table summarizes the preliminary allocation of the ~~Vantage~~fair ~~Midstream~~value ~~Entities~~of the assets and liabilities of RMP as of the Merger Date through pushdown accounting from ~~Rice~~EQT. ~~Energy~~The ispreliminary ~~accounted~~allocation ~~for~~to certain assets and/or liabilities may be adjusted by material amounts as aEQT ~~combination~~continues ofto ~~entities~~finalize ~~under~~the ~~common~~fair ~~control~~value atestimates. ~~historical~~Certain ~~cost~~data necessary to complete the purchase price allocation is not yet available, including, but is not limited to, final appraisals of assets acquired and liabilities assumed. AsEQT expects to complete the ~~Vantage~~purchase ~~Midstream~~price ~~Asset~~allocation ~~Acquisition~~once ~~occurred~~it ~~concurrently~~has ~~with~~received all of the ~~Vantage~~necessary ~~Acquisition~~information, noat ~~predecessor~~which ~~period~~time ~~existed~~the ~~which~~value ~~would~~of ~~warrant~~the ~~retrospective~~assets ~~recast~~and ofliabilities ~~our~~will ~~financial~~be ~~statements~~revised as appropriate.

The purchase price allocation was performed by Rice Energy. The fair values of the assets acquired were determined using various valuation techniques, including the cost approach. The assumed purchase price and fair values have been prepared with the assistance of external specialists, and represent Rice Energy’s best estimate of the fair values of the assets acquired. Goodwill related to the value attributed to additional growth opportunities, synergies and operating leverage within the Partnership’s gathering and compression segment.



(in thousands)	At November 13, 2017
Estimated Value of RMP	$	2,499,668

Estimated Fair Value of Assets Acquired and Liabilities Assumed:
Current assets	$	65,300
Property and equipment, net	1,419,077
Other non-current assets	47
Current liabilities	(56,351		)
Revolving credit facility	(266,000		)
Other non-current liabilities	(9,323		)
Total estimated fair value of assets acquired and liabilities assumed	$	1,152,750
Goodwill	$	1,346,918

~~Post-Acquisition~~D. ~~Operating~~Revolving ~~Results~~Credit Facility

~~The~~In ~~Vantage~~December 2014, Rice Midstream ~~Entities~~OpCo ~~contributed~~LLC (Rice Midstream OpCo), RMP’s wholly-owned subsidiary, entered into a revolving credit agreement (as amended, the ~~following~~Revolving Credit Facility) with Wells Fargo Bank, N.A., as administrative agent, and a syndicate of lenders. The Revolving Credit Facility provided for lender commitments of $850 million, with an additional $200 million of commitments available under an accordion feature, subject to ~~the~~lender ~~Partnership’s~~approval. ~~condensed~~The ~~consolidated~~Revolving ~~operating~~Credit ~~results~~Facility is available to fund working capital requirements and capital expenditures, to purchase assets, to pay distributions, to repurchase units and for ~~the~~general ~~three~~partnership purposes. RMP and ~~nine~~its ~~months~~restricted ~~ended~~subsidiaries ~~September~~are 30the guarantors of the obligations under the Revolving Credit Facility, ~~2017~~which matures in December 2019.

	Three Months Ended		Nine Months Ended
(in thousands)	September 30, 2017		September 30, 2017
Operating revenues	$	17,755	$	45,588
Net income	$	14,485	$	33,680

As of March 31, 2018 and December 31, 2017, Rice Midstream OpCo had $1 million of letters of credit outstanding under the Revolving Credit Facility. For the three months ended March 31, 2018 and 2017, the maximum amount of RMP's outstanding borrowings under the Revolving Credit Facility at any time was $336 million and $190 million, respectively, and the average daily outstanding balance under the Revolving Credit Facility was approximately $308 million and $190 million, respectively. Interest was incurred on the Revolving Credit Facility at a weighted average annual interest rate of 3.6% and 2.8% during the three months ended March 31, 2018 and 2017, respectively.

~~Unaudited~~The ~~Pro~~Revolving ~~Forma~~Credit ~~Information~~Facility also contains certain financial covenants and customary events of default. If an event of default occurs and is continuing, the lenders may declare all amounts outstanding under the Revolving Credit Facility to be immediately due and payable. RMP was in compliance with such covenants and ratios as of March 31, 2018.

The following unaudited pro forma combined financial information presents the Partnership’s results as though the acquisition of the Vantage Midstream Entities and the 2016 Private Placement had been completed at January 1, 2016E. Equity

	Pro Forma
	Three Months Ended		Nine Months Ended
(in thousands, except per unit data)	September 30, 2016		September 30, 2016
Operating revenues	$	57,357	$	191,871
Limited partner net income	$	34,156	$	115,538
Earnings per common unit (basic)	$	0.33	$	1.20
Earnings per common unit (diluted)	$	0.33	$	1.20
Earnings per subordinated unit	$	0.33	$	1.21

The following table presents RMP’s common and subordinated units issued from January 1, 2017 through March 31, 2018:

Other Acquisitions

As of September 30, 2017, the Partnership acquired the remaining 32.5% interest in the gas gathering systems, facilities and pipelines in the Wind Ridge area for $7.6 million. The Partnership’s total purchase price, inclusive of the 67.5% interest acquired in conjunction with the Vantage Midstream Asset Acquisition, was approximately $22.0 million, of which $16.2 million was ascribed to property and equipment and $5.8 million to goodwill.

3. Long-Term Debt



	Limited Partners
	Common	Subordinated		Total
Balance, January 1, 2017	73,519,133	28,753,623		102,272,756
Vested phantom units, net⁽¹⁾	30,352	—		30,352
Balance, December 31, 2017	73,549,485	28,753,623		102,303,108
Subordinated units conversion⁽²⁾	28,753,623	(28,753,623	)	—
Balance, March 31, 2018	102,303,108	—		102,303,108

~~On December 22, 2014, Rice Midstream OpCo LLC, the Partnership’s wholly-owned subsidiary~~ (~~“Rice Midstream OpCo”~~1), ~~entered~~All ~~into~~2017 aphantom ~~revolving~~unit ~~credit~~vestings ~~agreement~~occurred ~~(as~~prior ~~amended,~~to the ~~“revolving~~Merger ~~credit facility”) with Wells Fargo Bank, N~~Date.~~A., as administrative agent, and a syndicate of lenders.~~

(2) As ofa ~~September 30,~~result ~~2017,~~of the ~~revolving~~declaration ~~credit facility provided for lender commitments~~ of ~~$850.0~~RMP’s ~~million,~~fourth ~~with~~quarter ~~an additional $200.0 million of commitments available under an accordion feature, subject to lender approval. As of September 30,~~ 2017, ~~Rice~~cash ~~Midstream OpCo had $222.0 million borrowings outstanding and no letters of credit outstanding under this facility~~distribution, ~~resulting~~which ~~in availability of $628.0 million. The average daily outstanding balance of the credit facility~~ was ~~approximately~~paid ~~$205.2 million and interest was incurred~~ on ~~the~~February ~~facility~~14, at2018, ~~a weighted average annual interest rate of 3.0% during~~ the ~~nine~~subordination ~~months~~period ~~ended~~with ~~September~~respect ~~30, 2017. The revolving credit facility is available~~ to ~~fund~~RMP’s ~~working capital requirements and capital expenditures~~28, ~~to purchase assets~~753,623 tosubordinated ~~pay distributions, to repurchase~~ units ~~and~~expired ~~for~~on ~~general~~February ~~partnership~~15, ~~purposes.~~2018 ~~The Partnership~~ and ~~its~~all ~~restricted~~of ~~subsidiaries~~the ~~are~~outstanding ~~the~~RMP ~~guarantors~~subordinated ofunits ~~the~~converted ~~obligations~~into ~~under~~RMP ~~the~~common ~~revolving~~units ~~credit~~on ~~facility,~~a ~~which~~one-for-one ~~matures~~basis on ~~December 22,~~that ~~2019~~day.

~~Principal~~As ~~amounts~~of ~~borrowed~~March ~~are~~31, ~~payable on the maturity date~~2018, ~~and interest is payable quarterly for base rate loans and at the end of the applicable interest period for Eurodollar loans.~~ Rice Midstream ~~OpCo~~GP ~~may~~Holdings ~~elect~~LP to(GP ~~borrow~~Holdings), ~~in Eurodollars or at the base rate. Eurodollar loans bear interest at~~ a ~~rate~~wholly-owned ~~per~~subsidiary ~~annum~~of ~~equal to the applicable LIBOR Rate plus an applicable margin ranging from 200 to 300 basis points~~EQT, ~~depending~~owned ona ~~the~~28.1% ~~leverage~~limited ~~ratio~~partner ~~then~~interest in ~~effect~~RMP, ~~and~~consisting ~~base rate loans bear interest at a rate per annum equal to the greatest~~ of ~~(i) the agent bank’s reference rate~~28, ~~(ii) the federal funds effective rate plus 50 basis points and (iii) the rate for one month Eurodollar loans plus 100 basis points~~757,246 ~~plus~~common ~~an applicable margin ranging from 100 to 200 basis points~~units, ~~depending~~and onall ~~the leverage ratio then in effect. The carrying amount~~ of the ~~revolving credit facility is comprised of borrowings for which interest accrues under a fluctuating interest rate structure~~IDRs. Accordingly, the carrying value approximates fair value as of September 30, 2017 and represents a Level 2 measurement. Rice Midstream OpCo also pays a commitment fee based on the undrawn commitment amount ranging from 37.5 to 50 basis points.

~~The Partnership’s revolving credit facility also contains certain financial covenants and customary events of default~~F. IfNet anIncome ~~event~~per ofLimited ~~default~~Partner ~~occurs~~Unit and isCash continuing, the lenders may declare all amounts outstanding under the revolving credit facility to be immediately due and payable. The Partnership was in compliance with such covenants effective as of September 30, 2017.Distributions

The following table presents RMP’s calculation of net income per limited partner unit for common and subordinated limited partner units.

Interest paid in cash was approximately $6.4 million and $2.7 million for the nine months ended September 30, 2017 and 2016, respectively.



	Successor			Predecessor
	Three Months Ended March 31, 2018			Three Months Ended March 31, 2017
(in thousands, except per unit amounts)	Three Months Ended March 31, 2018			Three Months Ended March 31, 2017
Net income	$	53,517		$	37,615
Less: General partner interest in net income attributable to IDRs	(4,353		)	(1,239		)
Limited partner interest in net income	$	49,164		$	36,376

Net income allocable to common units	$	49,164		$	26,149
Net income allocable to subordinated units ⁽¹⁾	—			10,227
Limited partner interest in net income	$	49,164		$	36,376

Weighted average limited partner units outstanding - basic:
Common units	102,303			73,519
Subordinated units⁽¹⁾	—			28,754
Total	102,303			102,273

Weighted average limited partner units outstanding - diluted:
Common units ⁽²⁾	102,324			73,543
Subordinated units⁽¹⁾	—			28,754
Total	102,324			102,297

Net income per limited partner unit - basic:
Common units	$	0.48		$	0.36
Subordinated units⁽¹⁾	—			0.36
Total	$	0.48		$	0.36

Net income per limited partner unit - diluted:
Common units⁽²⁾	$	0.48		$	0.36
Subordinated units⁽¹⁾	—			0.36
Total	$	0.48		$	0.36

4. Commitments and Contingencies

Litigation

From time to time, the Partnership is party to various legal and/or regulatory proceedings arising in the ordinary course of business. While the ultimate outcome and impact to the Partnership cannot be predicted with certainty, the Partnership believes that all such matters are without merit and involve amounts which, if resolved unfavorably, either individually or in the aggregate, will not have a material adverse effect on its financial condition, results of operations or cash flows. When it is determined that a loss is probable of occurring and is reasonably estimable, the Partnership accrues an undiscounted liability for such contingencies based on its best estimate using information available at the time. The Partnership discloses contingencies where an adverse outcome may be material, or in the judgment of management, the matter should otherwise be disclosed.

Lease Obligations

The Partnership has lease obligations for compression equipment under existing contracts with third parties. Rent expense included in operation and maintenance expense for the three and nine months ended September 30, 2017 was $0.3 million and $1.1 million, respectively, and $0.4 million and $1.2 million for the three and nine months ended September 30, 2016, respectively. Future payments for this equipment as of September 30, 2017 totaled $5.1 million (remainder of 2017: $1.5 million; 2018: $1.2 million; 2019: $1.2 million; 2020: $0.6 million; 2021: $0.3 million and thereafter: $0.3 million).

Water Assets Conveyance

In consideration for the acquisition of Rice Energy’s Pennsylvania and Ohio fresh water distribution systems and related facilities (the “Water Assets”), on November 4, 2015, the Partnership paid Rice Energy $200.0 million in cash plus an additional amount that would be paid if certain of the conveyed systems’ capacities increased by 5.0 MMgal/d on or prior to December 31, 2017, equal to $25.0 million less the capital expenditures expended by the Partnership to achieve such increase, in accordance with the terms of the Purchase and Sale Agreement, by and between the Partnership and Rice Energy dated November 4, 2015.

~~The~~(1) ~~Partnership~~See ~~has~~discussion ~~not~~of ~~recorded a contingent liability associated with~~ the ~~additional~~conversion ~~consideration~~of as the ~~required~~subordinated ~~capacity~~units ~~increases~~to ~~were~~common ~~not~~units ~~considered~~in ~~probable~~the asfollowing ~~of September 30, 2017~~section.

5.(2) Diluted weighted average limited partner common units includes the effect of 20,688 units for the three months ended March 31, 2018, and 23,748 units for the three months ended March 31, 2017, in each case related to the Rice Midstream Partners’ ~~Capital~~LP 2014 Long-Term Incentive Plan.

	Limited Partners
	Common	Subordinated	Total
Balance, January 1, 2016	42,163,749	28,753,623	70,917,372
Equity offering in June 2016	9,200,000	—	9,200,000
Equity offering in October 2016	20,930,233	—	20,930,233
Common units issued under ATM program	944,700	—	944,700
Vested phantom units, net	280,451	—	280,451
Balance, December 31, 2016	73,519,133	28,753,623	102,272,756
Vested phantom units, net	30,352	—	30,352
Balance, September 30, 2017	73,549,485	28,753,623	102,303,108

Subordinated Units

AsFollowing the consummation of ~~September~~the 30Mergers, ~~2017~~EQT indirectly owned all of RMP’s subordinated units. The principal difference between RMP’s common units and subordinated units was that, ~~Rice~~under ~~Midstream~~RMP’s GPpartnership ~~Holdings~~agreement, ~~LLC~~for ~~(“GP~~any ~~Holdings”)~~quarter ~~owned~~during ~~approximately~~the ~~28%~~subordination period, holders of the ~~Partnership~~subordinated ~~consisting~~units were not entitled to receive any distribution from operating surplus until the holders of ~~3,623~~the common units had received the minimum quarterly distribution for such quarter plus any arrearages in the payment of the minimum quarterly distribution from prior quarters. Subordinated units did not accrue arrearages. As a result of the declaration of RMP’s fourth quarter 2017 cash distribution, which was paid on February 14, 2018, the subordination period with respect to RMP’s 28,753,623 subordinated units expired on February 15, 2018 and all of the ~~incentive~~outstanding RMP subordinated units converted into RMP common units on a one-for-one basis on that day. For purposes of calculating net income per common and subordinated unit, the conversion of the subordinated units is deemed to have occurred on January 1, 2018. The conversion did not impact the amount of the cash distribution ~~rights~~paid or the total number of RMP’s outstanding units representing limited partner interests.

~~6. Net Income per Limited Partner Unit and~~ Cash Distributions

~~The~~On ~~Partnership’s~~April 24, ~~net~~2018, ~~income is allocated to~~ the ~~limited~~Board ~~partners,~~of ~~including~~Directors ~~subordinated~~of ~~unitholders,~~RMP’s ingeneral ~~accordance~~partner ~~with~~declared ~~their~~a ~~respective~~cash ~~ownership~~distribution ~~percentages,~~to ~~and~~RMP’s ~~when~~unitholders ~~applicable,~~for ~~giving~~the ~~effect~~first toquarter ~~the~~of ~~incentive~~2018 ~~distribution~~of ~~rights~~$0.3049 ~~held~~per bycommon ~~GP Holdings~~unit. The ~~allocation~~cash ofdistribution ~~undistributed~~will ~~earnings,~~be orpaid ~~net~~on ~~income~~May 15, in2018 ~~excess~~to unitholders of ~~distributions,~~record toat the ~~incentive~~close ~~distribution~~of ~~rights~~business ison ~~limited~~May 4, to2018. ~~cash~~Also ~~available~~on ~~for~~May 15, ~~distribution~~2018, ~~for~~a ~~the~~cash ~~period.~~distribution ~~The~~of ~~Partnership’s~~$4.4 ~~net~~million ~~income~~will ~~allocable~~be made to ~~the~~GP ~~limited~~Holdings ~~partners~~related isto ~~allocated~~its ~~between~~IDRs ~~common~~in ~~and~~RMP ~~subordinated~~based ~~unitholders~~upon ~~by applying~~ the ~~provisions~~level of ~~the~~distribution ~~Partnership’s~~paid ~~partnership~~per ~~agreement~~common ~~that~~unit. ~~govern~~The ~~actual~~distribution ~~cash~~amounts ~~distributions~~to asGP ifHoldings ~~all~~related ~~earnings~~to ~~for~~its ~~the~~IDRs ~~period~~in ~~had~~RMP ~~been~~are ~~distributed.~~subject ~~Any~~to ~~common~~change ~~units~~if ~~issued~~RMP ~~during~~issues ~~the~~additional ~~period~~common ~~are~~units ~~included~~ on aor ~~weighted-average~~prior ~~basis~~to ~~for~~ the ~~days~~record indate ~~which~~for ~~they~~the ~~were~~first ~~outstanding.~~quarter 2018 distribution.

Diluted net income per limited partner unit reflects the potential dilution that could occur if securities or agreements to issue common units, such as awards under the Rice Midstream Partners LP 2014 Long-Term Incentive Plan (the “LTIP”), were exercised, settled or converted into common unitsG. ~~When~~Financial itInformation ~~is determined that potential common units should be included in diluted net income per limited partner unit calculation, the impact is reflected~~ by ~~applying~~Business ~~the treasury stock method.~~ Segment



	Successor		Predecessor
	Three Months Ended March 31, 2018		Three Months Ended March 31, 2017
(in thousands)	Three Months Ended March 31, 2018		Three Months Ended March 31, 2017
Revenues from external customers (including affiliates):
Gathering	$	61,501	$	42,002
Water	22,963		20,748
Total operating revenues	$	84,464	$	62,750

Operating income:
Gathering	$	44,095	$	30,537
Water	11,370		10,059
Total operating income	$	55,465	$	40,596

Reconciliation of operating income to net income:
Net interest expense	$	1,954	$	2,992
Other income	6		11
Net income	$	53,517	$	37,615



(in thousands)	March 31, 2018		December 31, 2017
Segment assets:
Gathering	$	2,725,820	$	2,642,928
Water	199,890		208,331
Total assets	$	2,925,710	$	2,851,259

The following table presents Partnership’s calculation of net income per limited partner unit for common and subordinated limited partner units.



	Successor		Predecessor
	Three Months Ended March 31, 2018		Three Months Ended March 31, 2017
(in thousands)	Three Months Ended March 31, 2018		Three Months Ended March 31, 2017
Depreciation expense:
Gathering	$	8,124	$	3,270
Water	5,771		4,351
Total depreciation expense	$	13,895	$	7,621

Expenditures for segment assets:
Gathering	$	20,940	$	28,603
Water	2,375		2,780
Total expenditures for segment assets⁽¹⁾	$	23,315	$	31,383

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except unit data)	2017		2016		2017		2016
Net income	$	51,454	$	24,989	$	133,129	$	87,351
Less: General partner interest in net income attributable to incentive distribution rights	1,949		427		4,779		540
Limited partner net income	$	49,505	$	24,562	$	128,350	$	86,811
Net income allocable to common units	$	35,591	$	15,862	$	92,270	$	53,199
Net income allocable to subordinated units	13,914		8,700		36,080		33,612
Limited partner net income	$	49,505	$	24,562	$	128,350	$	86,811
Weighted-average limited partner units outstanding - basic:
Common units	73,549,485		52,419,942		73,533,198		46,376,896
Subordinated units	28,753,623		28,753,623		28,753,623		28,753,623
Total	102,303,108		81,173,565		102,286,821		75,130,519
Weighted-average limited partner units outstanding - diluted:
Common units (1)	73,549,706		52,641,582		73,544,516		46,637,415
Subordinated units	28,753,623		28,753,623		28,753,623		28,753,623
Total	102,303,329		81,395,205		102,298,139		75,391,038
Net income per limited partner unit - basic:
Common units	$	0.48	$	0.30	$	1.25	$	1.15
Subordinated units	0.48		0.30		1.25		1.17
Total	$	0.48	$	0.30	$	1.25	$	1.16
Net income per limited partner unit - diluted:
Common units	$	0.48	$	0.30	$	1.25	$	1.14
Subordinated units (2)	0.48		0.30		1.25		1.17
Total	$	0.48	$	0.30	$	1.25	$	1.15
Cash distributions declared per limited partner unit: (3)
Common units	$	0.2814	$	0.2370	$	0.8133	$	0.6705
Subordinated units	0.2814		0.2370		0.8133		0.6705
Total	$	0.2814	$	0.2370	$	0.8133	$	0.6705

(1)

RMP accrues capital expenditures when work has been completed but the associated bills have not yet been paid. These accrued amounts are excluded from capital expenditures in the statements of consolidated cash flows until they are paid in a subsequent period. Accrued capital expenditures were approximately $15.2 million and $24.6 million at March 31, 2018 and December 31, 2017, respectively. Accrued capital expenditures were approximately $12.0 million and $9.1 million at March 31, 2017 and December 31, 2016, respectively.

~~(1)~~H. ~~Diluted~~Related ~~weighted-average~~Party limited partner common units includes the effect of 221 and 11,318 units for the three and nine months ended September 30, 2017, respectively, and 221,640 and 260,519 units for the three and nine months ended September 30, 2016, respectively, in each case related to the LTIP.Transactions

~~(2)~~In ~~Basic~~the ~~and~~ordinary ~~diluted~~course ~~income~~of ~~per~~business, ~~limited~~RMP ~~partner~~engages ~~unit~~in istransactions ~~presented~~with asEQT ifand ~~all~~its ~~earnings~~affiliates, ~~for~~including ~~the~~but ~~period~~not ~~had~~limited ~~been~~to, ~~distributed.~~gathering, ~~While~~compression itand ~~appears~~water ~~that~~services ~~more~~agreements. ~~income~~For isperiods ~~allocated~~prior to the ~~subordinated unitholders than the common unitholders for the nine months ended September 30~~Mergers, ~~2016,~~related ~~our~~parties ~~partnership~~included ~~agreement~~Rice ~~prevents~~Energy usand ~~from~~its ~~making~~subsidiaries. aFollowing ~~distribution to~~ the ~~subordinated~~consummation ~~unitholders~~of inthe ~~excess~~Mergers, ofrelated ~~those~~parties toincluded ~~the~~EQT ~~common~~and ~~unitholders~~its subsidiaries.

On December 22, 2014, upon completion of RMP’s initial public offering, RMP entered into an omnibus agreement with Midstream Management, Rice Energy and other affiliates (3the Initial Omnibus Agreement). ~~See~~Pursuant ~~below~~to the Initial Omnibus Agreement, Rice Energy performed centralized corporate and general and administrative services for ~~further~~RMP, ~~discussion~~such as financial and administrative, information technology, legal, health, safety and environmental, human resources, procurement, engineering, business development, investor relations, insurance and tax. In exchange, RMP reimbursed Rice Energy for the expenses incurred in providing these services, except for any expenses associated with Rice Energy’s long-term incentive programs. On the Merger Date, in connection with the completion of ~~cash~~the ~~distributions~~Mergers, ~~declared~~RMP, EQT and other affiliates entered into an amended and restated omnibus agreement, with substantially the same terms as the Initial Omnibus Agreement. The expenses for which RMP reimburses EQT and its subsidiaries related to corporate and general and administrative services may not necessarily reflect the ~~period~~actual ~~presented~~expenses that RMP would incur on a stand-alone basis, and RMP is unable to estimate what those expenses would be on a stand-alone basis.

Within 60 days after the end of each quarter, it is the Partnership’s intent to distribute to the holders of common and subordinated units on a quarterly basis the minimum quarterly distribution of $0I.~~1875~~ ~~per~~Subsequent ~~unit (or $0.75 on an annualized basis)~~ Events

EQM-RMP Merger

On April 25, 2018, RMP entered into an Agreement and Plan of Merger (the Midstream Merger Agreement) with Midstream Management, EQT Midstream Partners, LP (EQM), EQT Midstream Services, LLC, the general partner of EQM (the EQM General Partner), EQM Acquisition Sub, LLC, a wholly-owned subsidiary of EQM (Merger Sub), EQM GP Acquisition Sub, LLC, a wholly-owned subsidiary of EQM (GP Merger Sub), and, solely for certain limited purposes set forth therein, EQT. Pursuant to the Midstream Merger Agreement, Merger Sub and GP Merger Sub will merge with and into RMP and Midstream Management, respectively, with RMP and Midstream Management surviving as wholly-owned subsidiaries of EQM (the Midstream Mergers). Pursuant to the Midstream Merger Agreement, each RMP common unit issued and outstanding immediately prior to the effective time of the Midstream Mergers will be converted into the right to receive 0.3319 EQM common units.

The completion of the Midstream Mergers is subject to the satisfaction or waiver of certain customary closing conditions, including, but not limited to: (i) approval of the Midstream Merger Agreement by a majority of RMP’s unitholders, (ii) expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the completion of the Drop-Down Transactions (as defined below), and (iv) the completion of the IDR Transaction (as defined below). The Midstream Merger Agreement provides that, upon termination of the Midstream Merger Agreement under certain circumstances, RMP may be required pay EQM a termination fee equal to $63.4 million less any previous reimbursements by RMP. The Midstream Merger Agreement also provides that, upon termination of the Midstream Merger Agreement under certain circumstances, EQM may be required to reimburse RMP’s expenses up to $5 million, and RMP

may be required to ~~the~~reimburse ~~extent~~EQM’s itexpenses ~~has~~up ~~sufficient~~to ~~cash~~$5 ~~after~~million. ~~the~~As ~~establishment~~a result of ~~cash~~the ~~reserves~~Midstream ~~and~~Mergers, ~~the~~RMP’s ~~payment~~common ofunits ~~its~~will ~~expenses,~~no ~~including~~longer ~~payments~~be publicly traded. RMP expects to ~~its~~complete ~~general~~the ~~partner~~Midstream ~~and~~Mergers ~~affiliates.~~during the third quarter of 2018.

~~Subordinated~~RMP ~~Units~~IDR Purchase and Sale Agreement

On April 25, 2018, EQT, GP Holdings ~~owns~~and ~~all~~EQT ofGP ~~the~~Holdings, ~~Partnership’s~~LP ~~subordinated~~(EQGP) ~~units.~~entered ~~The~~into ~~principal~~an ~~difference~~Incentive ~~between~~Distribution ~~the~~Rights ~~Partnership’s~~Purchase ~~common~~and ~~units~~Sale Agreement pursuant to which EQGP will acquire all of the issued and ~~subordinated~~outstanding ~~units~~RMP isIDRs ~~that,~~in exchange for ~~any~~36,293,766 ~~quarter~~EQGP ~~during~~common units (the ~~“subordination~~IDR ~~period,”~~Transaction). ~~holders~~If ofthe unit consideration is issued and the ~~subordinated~~Midstream ~~units~~Mergers ~~will~~are not beconsummated ~~entitled~~on or prior to ~~receive~~December ~~any~~31, ~~distribution~~2018 ~~from~~or ~~operating~~the ~~surplus~~Midstream ~~until~~Merger Agreement is earlier terminated, 8,539,710 of the EQGP common units ~~have~~issued ~~received~~to ~~the~~EQT ~~minimum~~will ~~quarterly~~be ~~distribution~~cancelled ~~for~~and ~~such~~EQT ~~quarter~~will ~~plus~~pay ~~any~~to ~~arrearages~~EQGP an amount in cash equal to the ~~payment~~aggregate amount of ~~the~~any ~~minimum~~distributions ~~quarterly~~paid ~~distribution~~by ~~from~~EQGP ~~prior~~to ~~quarters.~~EQT ~~Subordinated~~related ~~units~~to ~~will~~the ~~not~~forfeited ~~accrue~~EQGP ~~arrearages~~common units. ~~When~~The completion of the ~~subordination~~IDR ~~period~~Transaction ~~ends,~~is ~~each~~subject ~~outstanding~~to ~~subordinated~~certain ~~unit~~customary ~~will~~closing ~~convert~~conditions. ~~into~~Pursuant ~~one~~to ~~common~~the ~~unit~~terms of the Midstream Merger Agreement, ~~which~~the ~~will~~RMP ~~then~~IDRs ~~participate~~will ~~pro~~be ~~rata~~cancelled ~~with~~effective at the ~~other~~time ~~common~~of ~~units~~the inMidstream ~~distributions~~Mergers.

~~Incentive~~Drop-Down ~~Distribution~~Transactions ~~Rights~~and Gulfport Transaction

~~All~~On ofApril ~~the~~25, ~~incentive~~2018, ~~distribution~~EQT, ~~rights~~Rice ~~are~~Midstream ~~held~~Holdings byLLC, GPa wholly-owned subsidiary of EQT, EQM and EQM Gathering Holdings., ~~Incentive~~LLC, ~~distribution~~a ~~rights~~wholly-owned ~~represent~~subsidiary of EQM (EQM Gathering), entered into a Contribution and Sale Agreement (the ~~right~~Drop-Down Agreement) pursuant to ~~receive~~which ~~increasing~~EQM ~~percentages~~Gathering ~~(15%~~will acquire, ~~25%~~in one or more transactions, from EQT all of EQT’s interests in Rice Olympus Midstream LLC, Rice West Virginia Midstream LLC and ~~50%~~Strike Force Midstream Holdings LLC (Strike Force Holdings) in exchange for an aggregate of ~~quarterly~~5,889,282 ~~distributions~~EQM ~~from~~common ~~operating~~units ~~surplus~~and ~~after~~aggregate ~~the~~cash ~~minimum~~consideration ~~quarterly~~of ~~distribution~~$1.15 ~~and~~billion, subject to customary post-closing purchase price adjustments (collectively, the ~~target~~Drop-Down ~~distribution~~Transactions). ~~levels~~Strike Force Holdings owns a 75% limited liability company interest in Strike Force Midstream LLC (~~described~~Strike ~~below~~Force Midstream). ~~have~~The ~~been~~completion ~~achieved~~of the Drop-Down Transactions is subject to certain customary closing conditions.

		Marginal Percentage Interest in Distributions
	Total Quarterly Distribution Per Unit	Unitholders	Incentive Distribution Rights Holders
Minimum Quarterly Distribution	$0.1875	100%	—%
First Target Distribution	above $0.1875 up to $0.2156	100%	—%
Second Target Distribution	above $0.2156 up to $0.2344	85%	15%
Third Target Distribution	above $0.2344 up to $0.2813	75%	25%
Thereafter	above $0.2813	50%	50%

Also on April 25, 2018, EQM, EQM Gathering, Gulfport Energy Corporation (Gulfport) and an affiliate of Gulfport entered into a Purchase and Sale Agreement pursuant to which EQM will acquire the remaining 25% limited liability company interest in Strike Force Midstream not owned by EQT for $175 million (the Gulfport Transaction). The completion of the Gulfport Transaction is subject to certain customary closing conditions.

On August 17, 2017, a cash distribution of $0.2711 per common and subordinated unit was paid to the Partnership’s unitholders related to the second quarter of 2017. On October 20, 2017, the Board of Directors of the Partnership’s general partner declared a cash distribution to the Partnership’s unitholders for the second quarter of 2017 of $0.2814 per common and subordinated unit. The cash distribution will be paid on November 16, 2017 to unitholders of record at the close of business on November 7, 2017. Also on November 16, 2017, a cash distribution of $1.9 million will be made to GP Holdings related to its incentive distribution rights in the Partnership based upon the level of distributions paid per common and subordinated unit.

7. Financial Information by Business Segment

The Partnership operates in two business segments: (i) gathering and compression and (ii) water services. The gathering and compression segment provides natural gas gathering and compression services for Rice Energy and third parties in the Appalachian Basin. The water services segment is engaged in the provision of water services to support well completion activities and to collect and recycle or dispose of flowback and produced water for Rice Energy and third parties in the Appalachian Basin.

Business segments are evaluated for their contribution to the Partnership’s consolidated results based on operating income, which is defined as segment operating revenues less operating expenses. Other income and expenses, interest and income taxes are managed on a consolidated basis. The segment accounting policies are the same as those described in Note 1 to the 2016 Annual Report.

~~The~~Item ~~operating~~2. ~~results of the Partnership~~Management’s ~~reportable~~Discussion ~~segments~~and ~~were~~Analysis asof ~~follows~~Financial ~~for~~Condition ~~the~~and ~~three~~Results ~~months~~of ~~ended~~Operations ~~September 30, 2017.~~

	Three Months Ended September 30, 2017
(in thousands)	Gathering and Compression		Water Services		Consolidated Total
Total operating revenues	$	54,334	$	27,367	$	81,701
Total operating expenses	15,574		11,480		27,054
Operating income	$	38,760	$	15,887	$	54,647
Depreciation expense	$	3,348	$	4,319	$	7,667
Capital expenditures for segment assets	$	36,952	$	4,246	$	41,198

The following discussion and analysis of financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Quarterly Report.

~~The~~Cautionary ~~operating~~Statement ~~results~~Regarding ofForward-Looking ~~the Partnership’s reportable segments were as follows for the three months ended September 30, 2016.~~Statements

	Three Months Ended September 30, 2016
(in thousands)	Gathering and Compression		Water Services		Consolidated Total
Total operating revenues	$	33,503	$	7,564	$	41,067
Total operating expenses	8,833		6,698		15,531
Operating income	$	24,670	$	866	$	25,536
Depreciation expense	$	2,406	$	3,083	$	5,489
Capital expenditures for segment assets	21,399		1,261		$	22,660

Disclosures in this Quarterly Report contain certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Statements that do not relate strictly to historical or current facts are forward-looking and usually identified by the use of words such as “anticipate,” “estimate,” “could,” “would,” “will,” “may,” “forecast,” “approximate,” “expect,” “project,” “intend,” “plan,” “believe” and other words of similar meaning in connection with any discussion of future operating or financial matters. Without limiting the generality of the foregoing, forward-looking statements contained in this Quarterly Report include the matters discussed in the section captioned “Outlook” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the expectations of plans, strategies, objectives, and growth and anticipated financial and operational performance of RMP and its subsidiaries, including guidance regarding RMP’s gathering and water services revenue and volume growth; infrastructure programs (including the timing, cost, capacity and sources of funding with respect to gathering and water services expansion projects); whether any of EQM’s merger with RMP, EQM’s acquisition of the Rice Energy retained midstream assets from EQT, and EQGP’s acquisition of all of the outstanding RMP IDRs from EQT (collectively, the Midstream Streamlining Transactions) will be completed and the timing of each transaction or transactions; the ability to obtain the requisite approvals from RMP’s unitholders pertaining to the proposed merger of RMP and EQM; the risk that RMP or EQM may be unable to obtain governmental and regulatory approvals required for the merger or required governmental and regulatory approvals may delay the merger or result in the imposition of conditions that could cause the parties to abandon the merger; the risk that a condition to closing of the merger may not be satisfied; the possible diversion of management’s time on issues related to the merger; the impact and outcome of pending and future litigation, including litigation, if any, relating to the merger; the timing of the proposed separation of EQT’s production and midstream businesses and the parties’ ability to complete the separation; natural gas production growth in RMP’s operating areas for EQT and third parties; the amount and timing of distributions, including expected increases; the amounts and timing of projected operating and capital expenditures; the impact of commodity prices on RMP’s businesses; liquidity and financing requirements, including sources and availability; the effects of government regulation and litigation; and tax position. The forward-looking statements included in this Quarterly Report involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. RMP has based these forward-looking statements on current expectations and assumptions about future events. While RMP considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and are beyond RMP’s control. The risks and uncertainties that may affect the operations, performance and results of RMP’s business and forward-looking statements include, but are not limited to, those set forth under Item 1A, “Risk Factors” in RMP’s Annual Report on Form 10-K for the year ended December 31, 2017, as updated by Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q.

~~The~~Any ~~operating~~forward-looking ~~results~~statement speaks only as of the ~~Partnership’s~~date ~~reportable~~on ~~segments~~which ~~were~~such asstatement ~~follows~~is ~~for~~made ~~the~~and ~~nine~~RMP ~~months~~does ~~ended~~not ~~September~~intend 30to correct or update any forward-looking statement, ~~2017.~~whether as a result of new information, future events or otherwise.

	Nine Months Ended September 30, 2017
(in thousands)	Gathering and Compression		Water Services		Consolidated Total
Total operating revenues	$	142,919	$	73,909	216,828
Total operating expenses	40,754		33,817		74,571
Operating income	$	102,165	$	40,092	$	142,257
Depreciation expense	$	9,855	$	12,976	$	22,831
Capital expenditures for segment assets	$	91,035	$	8,199	$	99,234

In reviewing any agreements incorporated by reference in or filed with this Quarterly Report, please remember that such agreements are included to provide information regarding the terms of such agreements and are not intended to provide any other factual or disclosure information about RMP. The agreements may contain representations and warranties by RMP, which should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties to such agreements should those statements prove to be inaccurate. The representations and warranties were made only as of the date of the relevant agreement or such other date or dates as may be specified in such agreement and are subject to more recent developments. Accordingly, these representations and warranties alone may not describe the actual state of affairs of RMP or RMP’s affiliates as of the date they were made or at any other time.

Executive Overview

RMP reported net income of $53.5 million in the three months ended March 31, 2018 compared with $37.6 million in the three months ended March 31, 2017. The increase primarily resulted from higher revenues from both gathering and water services, partially offset by an increase in operating expenses consistent with the growth of the business.

RMP declared a cash distribution to its unitholders of $0.3049 per unit on April 24, 2018, which was 5% higher than the fourth quarter 2017 distribution of $0.2917 per unit and 17% higher than the first quarter 2017 distribution of $0.2608 per unit.

~~The~~Business ~~operating~~Segment ~~results~~Results of ~~the~~Operations ~~Partnership’s reportable segments were as follows for the nine months ended September 30, 2016.~~

	Nine Months Ended September 30, 2016
(in thousands)	Gathering and Compression		Water Services		Consolidated Total
Total operating revenues	$	90,339	$	51,818	$	142,157
Total operating expenses	26,015		25,989		52,004
Operating income	$	64,324	$	25,829	$	90,153
Depreciation expense	$	7,026	$	10,688	$	17,714
Capital expenditures for segment assets	$	93,100	$	4,579	$	97,679

Operating segments are revenue-producing components of the enterprise for which separate financial information is produced internally and is subject to evaluation by the chief operating decision maker in deciding how to allocate resources. Net interest expense and other income are managed on a consolidated basis. RMP presented each segment's operating income and various operational measures in the following sections. Management believes that the presentation of this information provides useful information to management and investors regarding the financial condition, results of operations and trends of segments. RMP has reconciled each segment's operating income to its consolidated operating income and net income in Note G to the consolidated financial statements.

GATHERING SEGMENT

The assets of the Partnership’s reportable segments were as follows as of September 30, 2017.



	Successor		Predecessor
	Three Months Ended March 31, 2018		Three Months Ended March 31, 2017
	Three Months Ended March 31, 2018		Three Months Ended March 31, 2017		Change (%)
Operating data: (BBtu/d)
Gathering volumes	1,697		1,235		37	%
Compression volumes	1,248		826		51	%

Statement of income data: (in thousands)
Operating revenues:
Gathering revenues	$	52,730	$	36,220	46	%
Compression revenues	8,771		5,782		52	%
Total operating revenues	61,501		42,002		46	%

Operating expenses:
Operation and maintenance expense	3,189		2,842		12	%
General and administrative expense	6,093		4,951		23	%
Depreciation expense	8,124		3,270		148	%
Amortization of intangible assets	—		402		(100	)%
Total operating expenses	17,406		11,465		52	%

Operating income	$	44,095	$	30,537	44	%

	As of September 30, 2017
(in thousands)	Gathering and Compression		Water Services		Consolidated Total
Segment assets	$	1,365,161	$	139,817	$	1,504,978
Goodwill	$	496,588	$	—	$	496,588

Three Months Ended March 31, 2018 Compared to the Three Months Ended March 31, 2017

~~The~~Gathering ~~assets~~segment ofrevenue increased for the ~~Partnership’s~~three ~~reportable~~months ~~segments~~ended ~~were~~March as31, ~~follows~~2017 compared to the three months ended March 31, 2018 as a result of ~~December~~a 3137% and 51% increase in gathering and compression throughput, ~~2016~~respectively, driven by development in the Marcellus Shale.

	As of December 31, 2016
(in thousands)	Gathering and Compression		Water Services		Consolidated Total
Segment assets	$	1,260,681	$	138,536	$	1,399,217
Goodwill	$	494,580	$	—	$	494,580

Operating expenses increased by $5.9 million for the three months ended March 31, 2018 compared to three months ended March 31, 2017. Operation and maintenance and general and administrative expenses increased consistent with the growth in the business. The increase in depreciation expense resulted from an increase in RMP’s asset base following its election to apply pushdown accounting as a result of the Mergers, as well as additional assets placed in-service during the first quarter of 2018. Depreciation expense also increased as a result of the change to EQT’s depreciation policies following the Mergers. Effective as of the Merger Date, RMP estimates gathering pipelines to have useful lives ranging from 20 years to 65 years and compression equipment to have useful lives ranging from 20 years to 50 years. Prior to the Mergers, RMP estimated the useful life of gathering and compression assets to be 60 years.

8. Income Taxes

The Partnership is not subject to federal and state income taxes as a result of its limited partner structure. For federal and state income tax purposes, all income, expenses, gains, losses and tax credits generated by the Partnership flow through to its unitholders. As such, the Partnership does not record a provision for income taxes in the current period. Prior to the Partnership’s initial public offering in December 2014 (the “IPO”), the Partnership’s income was included as part of Rice Energy’s consolidated federal tax return.

9. Related Party Transactions

In the ordinary course of business, the Partnership has transactions with affiliated companies. During the nine months ended September 30, 2017 and 2016, related parties included Rice Energy and certain of its subsidiaries. Prior to the IPO, the push-down impact of the transactions was recorded in the consolidated statements of operations, and, as no cash settlement occurred, all transactions with Rice Energy and its subsidiaries were recorded in parent net equity. On December 22, 2014, upon completion of the IPO, the Partnership entered into an omnibus agreement (the “Omnibus Agreement”) with its General Partner, Rice Energy, Rice Poseidon Midstream LLC and Rice Midstream Holdings LLC. Pursuant to the Omnibus Agreement, Rice Energy performs centralized corporate and general and administrative services for the Partnership, such as financial and administrative, information technology, legal, health, safety and environmental, human resources, procurement, engineering, business development, investor relations, insurance and tax. In exchange, the Partnership reimburses Rice Energy for the expenses incurred in providing these services, except for any expenses associated with Rice Energy’s long-term incentive programs.

The expenses for which the Partnership reimburses Rice Energy and its subsidiaries related to corporate and general and administrative services may not necessarily reflect the actual expenses that the Partnership would incur on a stand-alone basis.

WATER SEGMENT

The Partnership is unable to estimate what the costs would have been with an unrelated third party.



	Successor		Predecessor
	Three Months Ended March 31, 2018		Three Months Ended March 31, 2017
	Three Months Ended March 31, 2018		Three Months Ended March 31, 2017		Change (%)
Operating data: (in MMgal)
Water services volumes	434		365		19	%

Statement of income data: (in thousands)
Water services revenues	$	22,963	$	20,748	11	%

Operating expenses:
Operation and maintenance expense	4,711		5,450		(14	)%
General and administrative expense	1,111		888		25	%
Depreciation expense	5,771		4,351		33	%
Total operating expenses	11,593		10,689		8	%

Operating income	$	11,370	$	10,059	13	%

~~Also~~Three ~~upon~~Months ~~completion~~Ended ofMarch ~~the IPO~~31, ~~the~~2018 ~~Partnership~~Compared entered into a fixed-fee gas gathering and compression agreement that runs until December 22, 2029 (the “Gas Gathering and Compression Agreement”) with Rice Drilling B LLC, a subsidiary of Rice Energy, and Alpha Shale Resources LP, pursuant to ~~which~~ the ~~Partnership~~Three ~~gathers~~Months ~~Rice~~Ended ~~Energy’s~~March ~~natural gas and provides compression services on the Partnership’s gathering systems located in Washington and Greene Counties~~31, ~~Pennsylvania. As of September 30,~~ 2017, the Partnership charges Rice Energy a gathering fee of $0.30 per Dth and a compression fee of $0.07 per Dth per stage of compression, each subject to annual adjustment for inflation based on the Consumer Price Index. The Gas Gathering and Compression Agreement covers substantially all of Rice Energy’s acreage position in the dry gas core of the Marcellus Shale in southwestern Pennsylvania as of September 30, 2017 and any future acreage it acquires within Washington and Greene Counties, Pennsylvania, excluding certain production subject to a pre-existing third-party dedication.

InOperating ~~connection~~revenues ~~with~~increased ~~the~~for ~~closing of~~ the ~~acquisition~~three ofmonths ~~the~~ended ~~Water~~March ~~Assets~~31, ~~the~~2017 ~~Partnership~~compared ~~entered~~to ~~into amended and restated water services agreements with Rice Energy (~~the ~~“Water~~three ~~Services~~months ~~Agreements”),~~ended ~~whereby~~March ~~the Partnership has agreed to provide certain fluid handling services to Rice Energy~~31, ~~including~~2018 ~~the~~primarily ~~exclusive~~as ~~right~~a toresult ~~provide~~of ~~fresh~~a ~~water~~19% ~~for~~increase ~~well completions operations~~ in ~~the~~fresh ~~Marcellus and Utica Shales and to collect and recycle or dispose of flowback and produced~~ water ~~for~~distribution ~~Rice~~volumes ~~Energy~~associated ~~within~~with ~~areas~~timing of dedication in defined service areas in Pennsylvania and Ohio. The initial terms of the Water Services Agreements are until December 22, 2029 and from month to month thereafter. Under the agreements, Rice Energy will pay the Partnership (i) a variable fee, based on volumes of water supplied, for freshwater deliveries by pipeline directly to the well ~~site,~~completions ~~subject to annual Consumer Price Index adjustments and (ii) a produced water hauling fee of actual out-of-pocket cost incurred by the Partnership, plus a 2% margin~~activities.

10Operating expenses increased by $0.9 ~~New~~million, ~~Accounting~~or ~~Pronouncements~~8%, for the three months ended March 31, 2018 compared to three months ended March 31, 2017. Operation and maintenance expense decreased primarily due to a decrease in variable water costs. General and administrative expenses increased primarily as a result of higher personnel costs. The increase in depreciation expense resulted from an increase in RMP’s asset base following its election to apply pushdown accounting as a result of the Mergers, as well as additional assets placed in-service during the first quarter of 2018.

InOther ~~May~~Income ~~2014,~~Statement the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606).” The FASB created Topic 606 which supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance throughout the Industry Topics of the Codification. The FASB and International Accounting Standards Board initiated this joint project to clarify the principles for recognizing revenue and to develop a common revenue standard for both U.S. GAAP and International Financial Reporting Standards. ASU 2014-09 will enhance comparability of revenue recognition practices across entities, industries and capital markets compared to existing guidance. Additionally, ASU 2014-09 will reduce the number of requirements which an entity must consider in recognizing revenue, as this update will replace multiple locations for guidance. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing.” In May 2016, the FASB issued ASU 2016-11, “Revenue from Contracts with Customers (Topic 606) and Derivatives and Hedging (Topic 815) - Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting” and ASU 2016-12, “Revenue from Contracts with Customers (Topic 606) - Narrow Scope Improvements and Practical Expedients.” These updates do not change the core principle of the guidance in Topic 606 (as amended by ASU 2014-09), but rather provide further guidance with respect to the implementation of ASU 2014-09. The effective date for ASU 2016-10, 2016-11, 2016-12 and ASU 2014-09, as amended by ASU 2015-14, is for annual reporting periods beginning after December 15, 2017, including interim periods within those years. In September 2017, the FASB issued ASU 2017-13, “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” ASU 2017-13 amends the early adoption date option for certain companies related to the adoption of ASU 2014-09 and ASU 2016-02. In preparation for the adoption of the new standard in the fiscal year beginning January 2018, the Partnership continues to evaluate contract terms and potential impacts of the five-step model specified by the new guidance. That five-step model includes: (1) determination of whether a contract-an agreement between two or more parties that creates legally enforceable rights and obligations-exists; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when (or as) the performance obligation is satisfied. The Partnership anticipates adopting the standard using the modified retrospective approach at adoption. The Partnership is currently evaluating individual customer contracts within each of our business segments and documenting changes to our accounting policies and controls as we continue to evaluate the impact of the adoption of this standard. The results of our procedures to date indicate that the adoption of this standard will not have a material impact on our statement of operations; however, the Partnership continues to evaluate the impact of the adoption on related financial statement disclosures.Items

InNet ~~February~~interest ~~2016,~~expense ~~the~~decreased ~~FASB~~by ~~issued~~$1.0 ~~ASU,~~million ~~2016-02, “Leases (Topic 842)” ASU 2016-02 which requires, among other things, that lessees recognize the following~~ for ~~all leases (with~~ the ~~exception~~three ofmonths ~~short-term~~ended ~~leases)~~March ~~at the commencement date: (i) a lease liability~~31, ~~which~~2018 iscompared ~~a lessee’s obligation~~ to ~~make~~the ~~lease~~three ~~payments~~months ~~arising~~ended ~~from~~March ~~a lease~~31, ~~measured~~2017 onprimarily adriven ~~discounted~~by ~~basis;~~higher ~~and~~capitalized ~~(ii)~~interest ain ~~right-of-use~~the ~~asset,~~first ~~which~~quarter isof an2018 ~~asset~~compared ~~that represents the lessee’s right~~ to ~~use, or control~~ the ~~use~~first quarter of, ~~a specified asset for~~ 2017.

Non-GAAP Financial Measures

Adjusted EBITDA and distributable cash flow are non-GAAP supplemental financial measures that management and external users of RMP’s consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess:


•	the financial performance of RMP’s assets, without regard to financing methods, capital structure or historical cost basis;


•	RMP’s operating performance and return on capital as compared to other companies in the midstream energy sector, without regard to historical cost basis or, in the case of adjusted EBITDA, financing or capital structure;


•	RMP’s ability to incur and service debt and fund capital expenditures;


•	the ability of RMP’s assets to generate sufficient cash flow to make distributions to RMP’s unitholders; and


•	the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.

RMP believes that adjusted EBITDA and distributable cash flow provide useful information to investors in assessing its financial condition and results of operations. Adjusted EBITDA and distributable cash flow should not be considered as alternatives to net income, operating income, net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Adjusted EBITDA and distributable cash flow have important limitations as analytical tools because they exclude some, but not all, items that affect net income and net cash provided by operating activities. Additionally, because adjusted EBITDA and distributable cash flow may be defined differently by other

~~the~~companies ~~lease~~in ~~term.~~RMP’s ~~The~~industry, ~~new~~RMP’s ~~guidance~~adjusted isEBITDA ~~effective~~and ~~for~~distributable ~~annual~~cash ~~and~~flow ~~interim~~may ~~reporting~~not ~~periods~~be ~~beginning~~comparable ~~after~~to ~~December~~similarly ~~15,~~titled ~~2018.~~measures ~~The~~of ~~amendments~~other ~~should~~companies, bethereby ~~applied~~diminishing at the ~~beginning~~utility of the ~~earliest~~measures. ~~period~~Distributable ~~presented~~cash ~~using~~flow ashould ~~modified~~not ~~retrospective~~be ~~approach~~viewed ~~with earlier application permitted~~ as indicative of the ~~beginning~~actual amount of ancash ~~interim~~that orRMP ~~annual~~has ~~reporting~~available ~~period.~~for ~~The~~distributions ~~Partnership~~from ~~continues~~operating tosurplus ~~evaluate~~or ~~its~~that ~~agreements~~RMP plans to ~~assess the impact of the new guidance on its financial statements~~distribute.

InReconciliation March 2016, FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.” ASU 2016-09 affects entities that issue share-based payment awards to their employees. ASU 2016-09 is designed to simplify several aspects of ~~accounting for share~~Non-~~based~~GAAP ~~payment~~Financial award transactions, including: (a) income tax consequences, (b) classification of awards as either equity or liabilities, (c) classification on the statement of cash flows and (d) forfeiture rate calculations. The Partnership adopted ASU 2016-09 on January 1, 2017 and determined that the standard did not have a material impact on the condensed consolidated financial statements. Measures

InThe ~~January~~following ~~2017,~~table ~~the~~presents ~~FASB~~a ~~issued~~reconciliation ~~ASU 2017-01 “Business Combinations (Topic 805): Clarifying the Definition~~ of ~~a Business,” which clarifies~~ the ~~definition~~non-GAAP offinancial ameasures ~~business to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals~~ of ~~assets~~adjusted orEBITDA ~~businesses. The standard introduces a screen for determining when assets acquired are not a business~~ and ~~clarifies~~distributable ~~that~~cash aflow ~~business must include, at a minimum, an input and a substantive process that contribute~~ to an output to be considered a business. This standard is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Partnership adopted this ASU on January 1, 2017, and has determined that the ~~new~~most ~~ASU~~directly ~~could~~comparable ~~potentially~~GAAP ~~have a material impact on future consolidated~~ financial ~~statements~~measures ~~for~~of ~~acquisitions~~net ~~that~~income ~~are~~and ~~not~~net ~~considered~~cash toprovided beby ~~businesses~~operating activities.

In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test of Goodwill Impairment.” ASU 2017-04 simplifies the quantitative goodwill impairment test requirements by eliminating the requirement to calculate the implied fair value of goodwill (Step 2 of the current goodwill impairment test). Instead, a partnership would record an impairment charge based on the excess of a reporting unit’s carrying value over its fair value (measured in Step 1 of the current goodwill impairment test). This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and early adoption is permitted. Entities will apply the standard’s provisions prospectively. The Partnership adopted ASU 2017-04 on January 1, 2017 and determined that this standard will not have a material quantitative effect on the financial statements in the future, unless an impairment charge is necessary.



	Successor			Predecessor
	Three Months Ended March 31, 2018			Three Months Ended March 31, 2017
(in thousands)	Three Months Ended March 31, 2018			Three Months Ended March 31, 2017
Net income	$	53,517		$	37,615
Net interest expense	1,954			2,992
Depreciation expense	13,895			7,621
Amortization of intangible assets	—			402
Non-cash compensation expense	168			132
Adjusted EBITDA	$	69,534		$	48,762
Less:
Net interest expense, excluding amortization of deferred financing costs	(1,954		)	(1,943		)
Capitalized interest	(1,282		)	—
Estimated maintenance capital expenditures	(5,500		)	(4,375		)
Distributable cash flow	$	60,798		$	42,444

Net cash provided by operating activities	$	62,536		$	46,209
Capitalized interest	(1,282		)	—
Estimated maintenance capital expenditures	(5,500		)	(4,375		)
Changes in operating assets and liabilities	5,044			610
Distributable cash flow	$	60,798		$	42,444

InSee ~~May 2017, the FASB issued ASU 2017-09,~~ “~~Stock~~Executive ~~Compensation~~Overview” ~~(Topic~~for ~~718):~~a ~~Scope~~discussion of ~~Modification~~RMP’s ~~Accounting”.~~net ~~ASU~~income, ~~2017-09~~the ~~clarifies~~GAAP ~~when~~financial ~~changes~~measure tomost ~~the~~directly ~~terms~~comparable orto ~~conditions~~adjusted ofEBITDA. aRMP’s ~~share-based~~adjusted ~~payment~~EBITDA ~~award~~increased ~~must~~by be$20.8 ~~accounted~~million for asthe ~~modifications.~~three ~~The~~months ~~guidance~~ended isMarch ~~effective for annual periods~~31, ~~and~~2018 ~~interim~~compared ~~periods~~to ~~within~~the ~~those~~three ~~annual~~months ~~periods,~~ended ~~beginning~~March ~~after December 15~~31, 2017, ~~with~~primarily ~~early~~as ~~adoption~~a ~~permitted.~~result ~~The~~of ~~Partnership~~higher isoperating ~~currently~~income ~~evaluating~~on ~~the~~increased ~~impact~~revenues ~~that~~driven ~~this~~by ~~guidance~~production ~~will~~development ~~have~~in onthe ~~its~~Marcellus ~~consolidated financial statements~~Shale.

11Net cash provided by operating activities, the GAAP financial measure most directly comparable to distributable cash flow, increased by $16.3 ~~Subsequent~~million ~~Events~~for the three months ended March 31, 2018 compared to the three months ended March 31, 2017 as discussed in “Capital Resources and Liquidity.” Distributable cash flow increased by $18.4 million for the three months ended March 31, 2018 compared to the three months ended March 31, 2017 mainly attributable to the increase in RMP’s adjusted EBITDA.

On October 20, 2017, the Board of Directors of the Partnership’s general partner declared a cash distribution to the Partnership’s unitholders for the third quarter of 2017 of $0.2814 per common and subordinated unit. The cash distribution will be paid on November 16, 2017 to unitholders of record at the close of business on November 7, 2017. Also on November 16, 2017, a cash distribution of $1.9 million will be made to GP Holdings related to its incentive distribution rights in the Partnership based upon the level of distribution paid per common and subordinated unit.Outlook

On February 21, 2018, EQT announced that its board of directors unanimously approved a plan to separate its upstream and midstream businesses, creating a standalone publicly traded corporation (NewCo) that will focus on midstream operations. NewCo will own the midstream interests held by EQT. The separation is expected to be completed by the end of the third quarter 2018. See Note I to the consolidated financial statements for discussion of the Midstream Streamlining Transactions.

RMP’s principal business objective is to increase the quarterly cash distributions that it pays to its unitholders over time while ensuring the ongoing growth of its business. RMP believes that it is positioned to achieve growth based on the low development cost, consistently high production volumes and access to multiple takeaway pipelines of the Marcellus Shale. RMP’s assets are sized to accommodate projected future production growth of EQT and third parties in its areas of operation. However, RMP’s ability to grow depends, in part, on its ability to make acquisitions or attract additional volumes that increase its cash generated from operations on a per unit basis. Prior to the Mergers, the acquisition component of RMP’s strategy was based, in large part, on its ability to acquire midstream energy assets from industry participants, including Rice Energy. The

~~Item~~streamlining 2.transactions ~~Management~~announced by EQT could impair RMP’s ~~Discussion~~access ~~and~~to ~~Analysis~~future ofmidstream ~~Financial~~assets ~~Condition~~and/or organic growth projects and ~~Results~~the willingness of ~~Operations~~EQT to offer RMP acquisition opportunities in the future.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our 2016 Annual Report, as well as the condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. We caution that assumptions, expectations, projections, intentions, or beliefs about future events may, and often do, vary from actual results and the differences can be material. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. See “Cautionary Statement Regarding Forward-Looking Statements.” Also, see the risk factors and other cautionary statements described under the heading “Item 1A. Risk Factors” included elsewhere in this Quarterly Report. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

Overview

We are a fee-based, growth-oriented limited partnership formed by Rice Energy (NYSE: RICE) to own, operate, develop and acquire midstream assets in the Appalachian Basin. Our assets consist of natural gas gathering, compression and water services assets servicing high quality producers in the rapidly developing dry gas cores of the Marcellus and Utica Shales. We provide our services under long-term, fee-based contracts, primarily to Rice Energy in its core operating areas.

We operate in two business segments: (i) gathering and compression and (ii) water services. The gathering and compression segment provides natural gas gathering and compression services for Rice Energy and third parties in the Appalachian Basin. The water services segment is engaged in the provision of water services to support well completion activities and to collect and recycle or dispose of flowback and produced water for Rice Energy and third parties in the Appalachian Basin.

Vantage Midstream Asset Acquisition

On September 26, 2016, we entered into a Purchase and Sale Agreement by and between us and Rice Energy (the “Midstream Purchase Agreement”). Pursuant to the terms of the Midstream Purchase Agreement, and following the close of Rice Energy’s acquisition of Vantage and their subsidiaries (the “Vantage Acquisition”), on October 19, 2016, we acquired from Rice Energy all of the outstanding membership interests of the Vantage Midstream Entities. The Vantage Midstream Entities own midstream assets, including approximately 30 miles of dry gas gathering and compression assets. In consideration for the acquisition of the Vantage Midstream Entities, we paid Rice Energy $600.0 million in aggregate consideration, which we paid in cash with the net proceeds from our private placement of common units (the “Private Placement”) and borrowings under our revolving credit facility.

Proposed Rice Energy Merger with EQT Corporation

On June 19, 2017, Rice Energy entered into an Agreement and Plan of Merger (the “Merger Agreement”) with EQT and Eagle Merger Sub I, Inc., a Delaware corporation and indirect, wholly-owned subsidiary of EQT (“Merger Sub”), pursuant to which EQT will acquire Rice Energy in exchange for a combination of shares of EQT common stock and cash. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into Rice Energy, with Rice Energy continuing as the surviving entity and an indirect, wholly-owned subsidiary of EQT (the “Merger”). Immediately after the effective time of the Merger (the “Effective Time”), Rice Energy shall be merged with and into an indirect, wholly-owned limited liability company subsidiary of EQT (“LLC Sub”), with LLC Sub continuing as the surviving entity in such merger as an indirect, wholly-owned subsidiary of EQT. The completion of the Merger is subject to satisfaction or waiver of several conditions, including approval by the stockholders of Rice Energy and EQT and certain customary regulatory and other closing conditions, and is expected to close in the fourth quarter of 2017.

As a result of the Merger, immediately after the Effective Time, EQT will acquire beneficial ownership, indirectly through Rice Energy Operating LLC, a Delaware limited liability company and a subsidiary of Rice Energy (“REO”), of 3,623 common units representing limited partnership interests in the Partnership, and 28,753,623 subordinated units representing limited interests in the Partnership, and all incentive distribution rights of the Partnership. Additionally, as a result of the Merger, EQT will indirectly own and control, indirectly through REO, Rice Midstream Management LLC, a Delaware limited liability company and our General Partner. EQT will therefore retain the right to appoint all members of the board of directors of the general partner of the Partnership (“General Partner”) and will control the Partnership subsequent to the close of the Merger.

extended by either party to May 19, 2018 under certain circumstances). Upon termination of the Merger Agreement under certain specified circumstances, Rice Energy may be required to pay EQT, or EQT may be required to pay Rice Energy, a termination fee of $255.0 million. In addition, if the Merger Agreement is terminated because of a failure of a party’s shareholders to approve the proposals required to complete the Merger, that party may be required to reimburse the other party for its transaction expenses in an amount equal to $67.0 million.

Our Operations

Gas Gathering and Compression

Our gas gathering and compression assets are located within highly-concentrated acreage positions in the dry gas core of the Marcellus Shale and, as of September 30, 2017, consisted of a 3.5 MMDth/d high-pressure dry gas gathering system and associated compression in Washington County, Pennsylvania and a 1.7 MMDth/d high-pressure dry gas gathering system in Greene County, Pennsylvania. The dry gas core of the Marcellus Shale in southwestern Pennsylvania is characterized by a combination of low development cost, consistently high production volumes and access to multiple takeaway pipelines, resulting in what Rice Energy believes to be among the highest rate of return wells in the Appalachian Basin.

We contract with Rice Energy and other producers to gather and compress natural gas from wells and well pads located in our dedicated areas and/or near our gathering systems. The natural gas that we gather generally requires no processing or treating prior to delivery into interstate takeaway pipelines. Over time, we expect to increase the provision of associated compression services on our gathering systems to Rice Energy and third parties.

We generate all of our gas gathering and compression revenues pursuant to long-term, fixed-fee contracts with Rice Energy and other leading Appalachian Basin producers. We generate revenue primarily by charging fixed fees for volumes of natural gas that we gather and compress through our systems. Our assets have been sized to accommodate the projected future production growth of Rice Energy and third parties, as well as to allow us to pursue volumes from additional third parties.

	Remaining Term (Years)	Gathering Fee	Compression Fee (1)	Escalation /Adjustment Mechanism (2)	Dedicated Acres
Rice Energy	12	$0.30 / Dth	$0.07 / stage / Dth	Yes	Washington and Greene Counties (3)
Third Parties (4)	13	$0.40 / Dth	varies	Yes	66,000 acres in Washington County

(1) Compression fees under our gas gathering and compression agreements with Rice Energy and third parties are typically derived on a per stage basis. However, under certain of our third-party agreements, the per stage fees charged for compression varies depending on line pressure as opposed to being a flat fee per stage. Accordingly, the third-party compression fee is shown on a weighted average based on historical throughput.

(2) The gathering and compression fees we receive under our gathering and compression agreements can be annually escalated based upon changes in the Consumer Price Index (“CPI”).

(3) The dedicated area from Rice Energy excludes the first 20.0 MDth/d of Rice Energy’s Marcellus Shale dry gas production under an existing dedication to a third party in which Rice Energy owned approximately 9,000 gross acres as of September 30, 2017.

(4) Amounts shown for third parties represent weighted averages based on historical throughput in the case of remaining term, gathering fee and compression fee (based on the period March 31, 2015 through September 30, 2017), and in the case of dedications, aggregate acres.

As we do not take ownership of the natural gas we gather and compress, we generally do not have direct exposure to fluctuations in commodity prices and basis differentials. However, we have some indirect exposure to commodity prices and basis differentials in that persistently low realized sales prices by our customers may cause them to delay drilling or shut-in

production, which would reduce the volumes of natural gas available for gathering and compression on our systems. Please read “Item 3. Quantitative and Qualitative Disclosures about Market Risk.”

Water Services

Our water services assets located in Washington and Greene Counties, Pennsylvania, and Belmont County, Ohio are engaged in the provision of water services to support well completion activities and to collect and recycle or dispose of flowback and produced water for us and third parties in the Appalachian Basin. As of September 30, 2017, our Pennsylvania assets provided access to 27.0 MMgal/d of fresh water from the Monongahela River and several other regional water sources, and our Ohio assets provided access to 14.0 MMgal/d of fresh water from the Ohio River and several other regional sources, both for distribution to Rice Energy’s Exploration and Production segment and third parties. Pursuant to the terms of the Purchase and Sale Agreement by and between us and Rice Energy dated November 4, 2015, Rice Energy has granted us until December 31, 2025, (i) the exclusive right to develop water treatment facilities in the areas of dedication defined in the Water Services Agreements (defined below) and (ii) an option to purchase any water treatment facilities acquired by Rice Energy in such areas at its acquisition cost.

In connection with the closing of the acquisition of Rice Energy’s Pennsylvania and Ohio fresh water distribution systems and related facilities, we entered into an amended and restated water services agreements with Rice Energy (the “Water Services Agreements”), whereby we agreed to provide certain fluid handling services to Rice Energy, including the exclusive right to provide fresh water for well completions operations in the Marcellus and Utica Shales and to collect and recycle or dispose of flowback and produced water for Rice Energy within areas of dedication in defined service areas in Pennsylvania and Ohio. The initial terms of the Water Services Agreements are until December 22, 2029 and from month to month thereafter. Under the agreements, Rice Energy pays us (i) a variable fee, based on volumes of water supplied, for freshwater deliveries by pipeline directly to the well site, subject to annual CPI adjustments and (ii) a produced water and flowback hauling fee of actual out-of-pocket cost incurred by us, plus a 2% margin.

Results of Operations

The following table sets forth selected consolidated operating data for the three and nine months ended September 30, 2017 compared to the three and nine months ended September 30, 2016:

	Three Months Ended September 30,									Nine Months Ended September 30,
(in thousands)	2017			2016			Change			2017			2016			Change
Statement of operations data
Operating revenues:
Affiliate	$	63,599		$	28,260		$	35,339		$	178,870		$	105,267		$	73,603
Third-party	18,102			12,807			5,295			37,958			36,890			1,068
Total operating revenues	81,701			41,067			40,634			216,828			142,157			74,671
Operating expenses:
Operation and maintenance expense	10,259			4,596			5,663			28,139			17,348			10,791
General and administrative expense	6,434			4,945			1,489			19,472			15,408			4,064
Depreciation expense	7,667			5,489			2,178			22,831			17,714			5,117
Acquisition costs	35			—			35			529			73			456
Amortization of intangible assets	412			411			1			1,220			1,222			(2		)
Other expense (income)	2,247			90			2,157			2,380			239			2,141
Total operating expenses	27,054			15,531			11,523			74,571			52,004			22,567
Operating income	54,647			25,536			29,111			142,257			90,153			52,104
Other income	13			—			13			54			—			54
Interest expense	(2,154		)	(402		)	(1,752		)	(6,031		)	(2,369		)	(3,662		)
Amortization of deferred finance costs	(1,052		)	(145		)	(907		)	(3,151		)	(433		)	(2,718		)
Net income	$	51,454		$	24,989		$	26,465		$	133,129		$	87,351		$	45,778

Three Months Ended September 30, 2017 Compared to the Three Months Ended September 30, 2016

Total operating revenues. Operating revenues increased from $41.1 million for the three months ended September 30, 2016 to $81.7 million for the three months ended September 30, 2017, an increase of 99%. The increase in operating revenues period-over-period primarily related to increased gathering and compression revenues associated with a 55% and 38% increase in gathering and compression throughput, respectively, which included the impact of post-acquisition revenues associated with the Vantage Midstream Entities of $17.8 million for the three months ended September 30, 2017. The impact of the Vantage Midstream Entities was comprised of gathering, compression and water distribution volumes of 364 MDth/d, 42 MDth/d and 92 MMgal, respectively. In addition to gathering and compression, the increase related to a $19.8 million increase in water services revenue due primarily to a 327% increase in fresh water distribution volumes from 135 MMgal for the three months ended September 30, 2016 to 577 MMgal for the three months ended September 30, 2017.

Operation and maintenance expense. Total operation and maintenance expense increased from $4.6 million for the three months ended September 30, 2016 to $10.3 million for the three months ended September 30, 2017, an increase of 123%. The increase period-over-period was primarily due to increases in line maintenance expenses as well as increases in compressor rental charges associated with compressor stations acquired in connection with the Vantage Midstream Asset Acquisition. Additionally, the increase relates to an increase in variable water costs associated with need for supplemental water systems to support combination hydraulic fracturing.

General and administrative expense. General and administrative expense increased from $4.9 million for the three months ended September 30, 2016 to $6.4 million for the three months ended September 30, 2017, an increase of 30%. The increase in general and administrative expense period-over-period was primarily attributable to costs associated with personnel to support our growing midstream operations in Pennsylvania.

Depreciation expense. Depreciation expense increased from $5.5 million for the three months ended September 30, 2016 to $7.7 million for the three months ended September 30, 2017, an increase of 40%. The increase period-over-period was primarily due to additional assets placed into service subsequent to the second quarter of 2016 associated with our gathering, compression and water handling and treatment services, along with assets acquired as part of the Vantage Midstream Asset Acquisition associated with our gathering and compression services. From September 30, 2016 to September 30, 2017, our gathering and water pipeline miles increased by 43% and 20%, respectively.

Interest expense. Interest expense increased from $0.4 million for the three months ended September 30, 2016 to $2.2 million for the three months ended September 30, 2017, an increase of 436%. The increase period-over-period was primarily due to increased borrowing on our revolving credit facility. Average daily outstanding borrowings on our revolving credit facility increased from $96.5 million for the three months ended September 30, 2016 to $205.2 million for the three months ended September 30, 2017.

Nine Months Ended September 30, 2017 Compared to the Nine Months Ended September 30, 2016

Total operating revenues. Operating revenues increased from $142.2 million for the nine months ended September 30, 2016 to $216.8 million for the nine months ended September 30, 2017, an increase of 53%. The increase in operating revenues period-over-period primarily related to increased gathering and compression revenues associated with a 50% and 88% increase in gathering and compression throughput, respectively, which included the impact of post-acquisition revenues associated with the Vantage Midstream Entities of $45.6 million for the nine months ended September 30, 2017. The impact of the acquisition of the Vantage Midstream Entities was comprised of gathering, compression and water distribution volumes of 350 MDth/d, 47 MDth/d and 196 MMgal, respectively for the nine months ended September 30, 2017.

Operation and maintenance expense. Total operation and maintenance expense increased from $17.3 million for the nine months ended September 30, 2016 to $28.1 million for the nine months ended September 30, 2017, an increase of 62%. The increase period-over-period was primarily due to increases in line maintenance expenses as well as increases in compressor rental charges associated with compressor stations acquired in connection with the Vantage Midstream Asset Acquisition. Additionally, the increase relates to an increase in variable water costs associated with need for supplemental water systems to support combination hydraulic fracturing.

General and administrative expense. General and administrative expense increased from $15.4 million for the nine months ended September 30, 2016 to $19.5 million for the nine months ended September 30, 2017, an increase of 26%. The increase in general and administrative expense period-over-period was primarily attributable to costs associated with personnel to support our growing midstream operations in Pennsylvania.

Depreciation expense. Depreciation expense increased from $17.7 million for the nine months ended September 30, 2016 to $22.8 million for the nine months ended September 30, 2017, an increase of 29%. The increase period-over-period was

primarily due to additional assets placed into service subsequent to the second quarter of 2016 associated with our gathering, compression and water handling and treatment services, along with assets acquired as part of the Vantage Midstream Asset Acquisition associated with our gathering and compression services. From September 30, 2016 to September 30, 2017, our gathering and water pipeline miles increased by 43% and 20%, respectively.

Interest expense. Interest expense increased from $2.4 million for the nine months ended September 30, 2016 to $6.0 million for the nine months ended September 30, 2017, an increase of 155%. The increase period-over-period was primarily due to increased borrowing on our revolving credit facility. Average daily outstanding borrowings on our revolving credit facility increased from $96.5 million for the nine months ended September 30, 2016 to $205.2 million for the nine months ended September 30, 2017.

Business Segment Results of Operations

We operate in two business segments: (i) gathering and compression and (ii) water services. We evaluate our business segments based on their contribution to our consolidated results based on operating income. Please see “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—7. Financial Information by Business Segment” for a reconciliation of operating results and assets of our business segments.

The following table sets forth selected operating data for the three and nine months ended September 30, 2017 compared to the three and nine months ended September 30, 2016:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017		2016		Change		2017		2016		Change
Operating data:
Gathering volumes: (in MDth/d)
Affiliate	1,168		647		521		1,106		648		458
Third-party	315		310		5		254		261		(7		)
Total gathering volumes	1,483		957		526		1,360		909		451
Compression volumes: (in MDth/d)
Affiliate	712		435		277		661		258		403
Third-party	315		310		5		255		230		25
Total compression volumes	1,027		745		282		916		488		428
Statement of operations data: (in thousands)
Gathering revenues:
Affiliate	$	34,870	$	17,882	$	16,988	$	95,193	$	52,092	$	43,101
Third-party	12,198		10,591		1,607		28,408		28,316		92
Total gathering revenues	47,068		28,473		18,595		123,601		80,408		43,193
Compression revenues:
Affiliate	4,904		2,814		2,090		13,697		4,968		8,729
Third-party	2,362		2,216		146		5,621		4,963		658
Total compression revenues	7,266		5,030		2,236		19,318		9,931		9,387
Total operating revenues	54,334		33,503		20,831		142,919		90,339		52,580
Operating expenses:
Operation and maintenance expense	4,029		1,960		2,069		10,262		5,125		5,137
General and administrative expense	5,503		4,056		1,447		16,528		12,420		4,108
Depreciation expense	3,348		2,406		942		9,855		7,026		2,829
Acquisition costs	35		—		35		529		73		456
Amortization of intangible assets	412		411		1		1,220		1,222		(2		)
Other expense	2,247		—		2,247		2,360		149		2,211
Total operating expenses	15,574		8,833		6,741		40,754		26,015		14,739
Operating income	$	38,760	$	24,670	$	14,090	$	102,165	$	64,324	$	37,841

Three Months Ended September 30, 2017 Compared to the Three Months Ended September 30, 2016

Total operating revenues. Revenues from gathering and compression of natural gas increased from $33.5 million for the three months ended September 30, 2016 to $54.3 million for the three months ended September 30, 2017, an increase of 62%. The increase in operating revenues primarily related to increased gathering and compression revenues associated with a 55% and 38% increase in period-over-period gathering and compression throughput, respectively, which included the impact of post-acquisition revenues associated with the acquisition of the Vantage Midstream Entities of $12.9 million for the three months ended September 30, 2017.

Operation and maintenance expense. Total operation and maintenance expense increased from $2.0 million for the three months ended September 30, 2016 to $4.0 million for the three months ended September 30, 2017, an increase of 106%. The increase period-over-period was primarily due to increases in line maintenance expenses as well as increases in compressor rental charges associated with compressor stations acquired in connection with the Vantage Midstream Asset Acquisition.

General and administrative expense. General and administrative expense increased from $4.1 million for the three months ended September 30, 2016 to $5.5 million for the three months ended September 30, 2017, an increase of 36%. The increase was primarily attributable to costs associated with personnel to support our growing midstream operations in Pennsylvania.

Depreciation expense. Depreciation expense increased from $2.4 million for the three months ended September 30, 2016 to $3.3 million for the three months ended September 30, 2017, an increase of 39%. The increase period-over-period was primarily due to additional assets placed into service subsequent to the second quarter of 2016, along with assets acquired as part of the Vantage Midstream Asset Acquisition, associated with our gathering and compression services. From September 30, 2016 to September 30, 2017, our gathering pipeline miles increased by approximately 43%.

Nine Months Ended September 30, 2017 Compared to the Nine Months Ended September 30, 2016

Total operating revenues. Revenues from gathering and compression of natural gas increased from $90.3 million for the nine months ended September 30, 2016 to $142.9 million for the nine months ended September 30, 2017, an increase of 58%. The increase in operating revenues primarily related to increased gathering and compression revenues associated with a 50% and 88% increase in period-over-period gathering and compression throughput, respectively, which included the impact of post-acquisition revenues associated with the Vantage Midstream Entities of $34.4 million for the nine months ended September 30, 2017.

Operation and maintenance expense. Total operation and maintenance expense increased from $5.1 million for the nine months ended September 30, 2016 to $10.3 million for the nine months ended September 30, 2017, an increase of 100%. The increase period-over-period was primarily due to increases in line maintenance expenses as well as increases in compressor rental charges associated with the addition of compressor stations acquired in connection with the Vantage Midstream Entities.

General and administrative expense. General and administrative expense increased from $12.4 million for the nine months ended September 30, 2016 to $16.5 million for the nine months ended September 30, 2017, an increase of 33%. The increase was primarily attributable to costs associated with personnel to support our growing midstream operations in Pennsylvania.

Depreciation expense. Depreciation expense increased from $7.0 million for the nine months ended September 30, 2016 to $9.9 million for the nine months ended September 30, 2017, an increase of 40%. The increase period-over-period was primarily due to additional assets placed into service subsequent to the second quarter of 2016, along with assets acquired as part of the Vantage Midstream Asset Acquisition, associated with our gathering and compression services. From September 30, 2016 to September 30, 2017, our gathering pipeline miles increased by approximately 43%.

Water Services Segment

	Three Months Ended September 30,							Nine Months Ended September 30,
	2017		2016		Change			2017		2016		Change
Operating data:
Water services volumes: (in MMgal)
Affiliate	431		135		296			1,204		800		404
Third-party	146		—		146			162		132		30
Total water services volumes	577		135		442			1,366		932		434
Statement of operations data: (in thousands)
Operating revenues:
Affiliate	$	23,825	$	7,564	$	16,261		$	69,980	$	48,207	$	21,773
Third-party	3,542		—		3,542			3,929		3,611		318
Total operating revenues	27,367		7,564		19,803			73,909		51,818		22,091
Operating expenses:
Operation and maintenance expense	6,230		2,636		3,594			17,877		12,223		5,654
General and administrative expense	931		889		42			2,944		2,988		(44		)
Depreciation expense	4,319		3,083		1,236			12,976		10,688		2,288
Other expense	—		90		(90		)	20		90		(70		)
Total operating expenses	11,480		6,698		4,782			33,817		25,989		7,828
Operating income	$	15,887	$	866	$	15,021		$	40,092	$	25,829	$	14,263

Three Months Ended September 30, 2017 Compared to the Three Months Ended September 30, 2016

Operating revenues. Operating revenues increased from $7.6 million for the three months ended September 30, 2016 to $27.4 million for the three months ended September 30, 2017, an increase of 262%. The increase related to a 327% increase in fresh water distribution volumes from 135 MMgal to 577 MMgal, offset by a decrease in rates due to a change in the mix of third-party revenues versus affiliate revenues for the three months ended September 30, 2017 compared to the three months ended September 30, 2016.

Operation and maintenance expense. Total operation and maintenance expense increased from $2.6 million for the three months ended September 30, 2016 to $6.2 million for the three months ended September 30, 2017, an increase of 136%. The increase relates to an increase in variable water costs associated with need for supplemental water systems to support combination hydraulic fracturing.

Depreciation expense. Depreciation expense increased from $3.1 million for the three months ended September 30, 2016 to $4.3 million for the three months ended September 30, 2017, an increase of 40%. The increase period-over-period was primarily due to additional water handling and treatment assets placed into service subsequent to the third quarter of 2016. From September 30, 2016 through September 30, 2017, our water pipeline miles increased by approximately 20%.

Nine Months Ended September 30, 2017 Compared to the Nine Months Ended September 30, 2016

Operating revenues. Operating revenues increased from $51.8 million for the nine months ended September 30, 2016 to $73.9 million for the nine months ended September 30, 2017, an increase of 43%. The increase primarily related to a $11.2 million increase in water services revenue attributable to the impact of post-acquisition revenues associated with the Vantage Midstream Entities for the nine months ended September 30, 2017.

Operation and maintenance expense. Total operation and maintenance expense increased from $12.2 million for the nine months ended September 30, 2016 to $17.9 million for the nine months ended September 30, 2017, an increase of 46%. The increase relates to an increase in variable water costs associated with need for supplemental water systems to support combination hydraulic fracturing.

Depreciation expense. Depreciation expense increased from $10.7 million for the nine months ended September 30, 2016 to $13.0 million for the nine months ended September 30, 2017, an increase of 21%. The increase period-over-period was primarily due to additional water handling and treatment assets placed into service subsequent to the third quarter of 2016. From September 30, 2016 through September 30, 2017, our water pipeline miles increased by approximately 20%.

Capital Resources and Liquidity

~~Sources~~RMP’s principal liquidity requirements are to finance its operations, fund capital expenditures, make cash distributions and ~~Uses~~satisfy any indebtedness obligations. RMP’s ability to meet these liquidity requirements will depend on its ability to generate cash in the future as well as its ability to raise capital in banking, capital and/or other markets. RMP’s available sources of ~~Cash~~liquidity include cash generated from operations, borrowing under its revolving credit facility, cash on hand, debt offerings and issuances of additional RMP partnership units.

We expect that capital resources and liquidity will be provided by operating cash flow, proceeds from equity and debt financings and borrowings under our revolving credit facility, as discussed below. We expect cash flow from operations to continue to contribute to our liquidity in the future. However, other sources of liquidity may include borrowing capacity under our revolving credit facility and proceeds from the issuance of additional equity or debt securities. We expect the combination of these capital resources will be adequate to meet our short-term working capital requirements, long-term capital expenditures program and expected quarterly cash distributions.

We expect our future cash requirements relating to working capital, maintenance capital expenditures and quarterly cash distributions, including incentive distribution rights, to our partners will be funded from cash flows internally generated from our operations. Our expansion capital expenditures will be funded by borrowings under our revolving credit facility or from potential capital market transactions.

Cash Flow Provided by Operating Activities

Net cash provided by operating activities was $~~138~~62.75 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018 compared to ~~net cash provided by operating activities of~~ $~~109~~46.52 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017. The increase inwas ~~cash~~primarily ~~flow~~driven ~~from~~by ~~operations~~higher ~~period-over-period~~operating ~~was~~income ~~primarily~~for ~~the~~which ~~result~~contributing offactors ~~increased~~are ~~cash~~discussed ~~flow~~in ~~generated~~the ~~from~~“Executive ~~our~~Overview” ~~gathering~~ and ~~compression~~"Business ~~contracts~~Segment ~~with~~Results ~~Rice~~of ~~Energy~~Operations" ~~and~~sections ~~third~~herein ~~parties~~and ~~during~~ the ~~nine~~timing ~~months~~of ~~ended~~working ~~September~~capital ~~30,~~payments ~~2017~~between ~~as compared to~~ the ~~nine~~two ~~months ended September 30, 2016~~periods.

Cash Flow Used in Investing Activities

Cash flows used in investing activities totaled $~~106~~32.97 million and $9728.75 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018 and ~~2016~~2017, respectively. Capital expenditures for the gathering ~~and compression~~ segment were $9128.07 million and $9326.16 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018 and ~~2016~~2017, respectively. Capital expenditures for the water ~~services~~ segment were $84.20 million and $41.69 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018 and ~~2016~~2017, respectively. The increase period-over-period was primarily attributable to ~~the~~timing ~~continued~~of the build-out of ~~our~~RMP’s ~~water~~compression ~~services~~and ~~pipeline system, along with the $7.6 million acquisition of the remaining 32.5% interest in the gas~~ gathering systems~~, facilities and pipelines in the Wind Ridge area during 2017~~.

Cash Flow Used in Financing Activities

Net cash ~~used~~provided inby financing activities totaled $6.2 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018 ofcompared ~~$51.8~~to ~~million~~net ~~was~~cash ~~primarily~~used ~~associated~~in ~~with~~financing ~~quarterly~~activities ~~distributions~~of to$26.5 ~~our~~million ~~public~~for ~~unitholders~~the ~~and~~three GPmonths ~~Holdings~~ended March 31, ~~partially~~2017. ~~offset~~For bythe ~~borrowings~~three ~~under~~months ~~our~~ended ~~revolving~~March ~~credit~~31, ~~facility.~~2018, ~~Net~~the ~~cash~~primary ~~used~~source inof financing ~~activities~~cash ~~for~~flows ~~the~~was ~~nine~~net ~~months~~borrowings ~~ended~~on ~~September~~RMP’s ~~30,~~revolving ~~2016~~credit offacility ~~$11.8~~and ~~million~~the ~~was~~primary ~~primarily~~use ~~comprised~~ of ~~net~~financing ~~paydowns~~cash onflows ~~the~~was ~~revolving~~distributions ~~credit~~paid ~~facility~~to ~~and~~unitholders. ~~distributions~~For tothe ~~our~~three ~~unitholders~~months ~~related~~ended toMarch ~~the~~31, ~~first~~2017, ~~and~~the ~~second~~primary ~~quarters~~use of ~~2016,~~financing ~~offset~~cash byflows ~~proceeds~~was ~~from~~distributions ~~common~~paid ~~unit~~to ~~issuances~~unitholders.

Capital Requirements

~~The~~ ~~midstream~~In ~~business~~2018, isRMP ~~capital~~plans ~~intensive~~to invest $260 million, ~~requiring~~$215 ~~significant~~million on gathering system infrastructure and $45 million on water infrastructure. RMP’s future expansion capital expenditures may vary significantly from period to period based on available investment ~~for~~opportunities. ~~the~~RMP ~~maintenance~~expects ofits ~~existing~~future ~~assets~~cash ~~and~~requirements ~~the~~relating ~~development~~to ofworking ~~new~~capital, ~~systems~~maintenance capital expenditures and ~~facilities~~quarterly cash distributions to its partners will be funded from cash flows internally generated from its operations. WeRMP’s ~~categorize~~growth ~~our~~or expansion capital expenditures aswill ~~either:~~be funded by borrowings under its revolving credit facility or from potential capital market transactions.

•Revolving ~~Expansion~~Credit ~~capital~~Facility expenditures: Expansion capital expenditures are cash expenditures to construct new midstream infrastructure and those expenditures incurred in order to extend the useful lives of our assets, reduce costs, increase revenues or increase system capacity from current levels, including well connections that increase existing volumes. Examples of expansion capital expenditures include the construction, development or acquisition of additional gas gathering and water pipelines, compressor stations, pumping stations and impoundment facilities, inBorrowings

27See Note D to the consolidated financial statements for discussion of RMP’s revolving credit facility.

~~each~~The ~~case~~ATM to the extent such capital expenditures are expected to expand our capacity or our operating income. In the future, if we make acquisitions that increase system throughput or capacity or our operating income, the associated capital expenditures may also be considered expansion capital expenditures. Program

•As ~~Maintenance capital expenditures: Maintenance capital expenditures are cash expenditures (including expenditures for the construction or development~~ of ~~new~~April ~~capital assets or the replacement~~26, ~~improvement or expansion of existing capital assets) made to maintain~~2018, ~~over~~RMP ~~the~~had ~~long~~approximately ~~term, our capacity or revenue~~$83.7 ~~Examples~~million ofin ~~maintenance~~remaining ~~capital~~capacity ~~expenditures~~under ~~are~~the ~~expenditures~~ATM to repair, refurbish and replace pipelines, to connect new wells and water sources, to maintain gathering, compression and impoundment facilities, to maintain equipment reliability, integrity and safety and to address environmental laws and regulationsProgram.

Our future expansion capital expenditures may vary significantly from period to period based on the investment opportunities available to us. We expect our future cash requirements relating to working capital, maintenance capital expenditures and quarterly cash distributions to our partners will be funded from cash flows internally generated from our operations. Our growth or expansion capital expenditures will be funded by borrowings under our revolving credit facility or from potential capital market transactions.

Debt Agreements and Contractual Obligations

Revolving Credit Facility

On December 22, 2014, Rice Midstream OpCo LLC, our wholly-owned subsidiary (“Rice Midstream OpCo”), entered into a revolving credit agreement (as amended, the “revolving credit facility”) with Wells Fargo Bank, N.A., as administrative agent, and a syndicate of lenders. As of September 30, 2017, our revolving credit facility provided for lender commitments of $850.0 million, with an additional $200.0 million of commitments available under an accordion feature subject to lender approval. As of September 30, 2017, Rice Midstream OpCo had $222.0 million borrowings outstanding and no letters of credit outstanding under this facility, resulting in availability of $628.0 million. The average daily outstanding balance of the credit facility was approximately $205.2 million and interest was incurred on the facility at a weighted average annual interest rate of 3.0% during the nine months ended September 30, 2017. The revolving credit facility is available to fund working capital requirements and capital expenditures, to purchase assets, to pay distributions and repurchase units and for general partnership purposes. We and our restricted subsidiaries are the guarantors of the obligations under the revolving credit facility, which matures on December 22, 2019.

Principal amounts borrowed are payable on the maturity date, and interest is payable quarterly for base rate loans and at the end of the applicable interest period for Eurodollar loans. Rice Midstream OpCo may elect to borrow in Eurodollars or at the base rate. Eurodollar loans bear interest at a rate per annum equal to the applicable LIBOR Rate plus an applicable margin ranging from 200 to 300 basis points, depending on the leverage ratio then in effect and base rate loans bear interest at a rate per annum equal to the greatest of (i) the agent bank’s reference rate, (ii) the federal funds effective rate plus 50 basis points and (iii) the rate for one month Eurodollar loans plus 100 basis points, plus an applicable margin ranging from 100 to 200 basis points, depending on the leverage ratio then in effect. Rice Midstream OpCo also pays a commitment fee based on the undrawn commitment amount ranging from 37.5 to 50 basis points.

Our revolving credit facility also contains certain financial covenants and customary events of default. If an event of default occurs and is continuing, the lenders may declare all amounts outstanding under the revolving credit facility to be immediately due and payable. We were in compliance with such covenants and ratios effective as of September 30, 2017.

Distributions

OnSee ~~August 17,~~Note ~~2017,~~F ~~a cash distribution of $0.2711 per common and subordinated unit was paid~~ to ~~our unitholders related to~~ the ~~second~~consolidated ~~quarter~~financial ofstatements ~~2017. On October 20, 2017, the Board of Directors of our general partner declared a cash distribution to our unitholders~~ for ~~the~~discussion ~~third quarter~~ of ~~2017 of $0~~distributions.2814 per common and subordinated unit. The cash distribution will be paid on November 16, 2017 to unitholders of record at the close of business on November 7, 2017. Also on November 16, 2017, a cash distribution of $1.9 million will be made to GP Holdings related to its incentive distribution rights in us.

Commitments and Contingencies

In the ordinary course of business, various legal and regulatory claims and proceedings are pending or threatened against RMP. While the amounts claimed may be substantial, RMP is unable to predict with certainty the ultimate outcome of such claims and proceedings. RMP accrues legal and other direct costs related to loss contingencies when actually incurred. RMP has established reserves it believes to be appropriate for pending matters and, after consultation with counsel and giving appropriate consideration to available insurance, RMP believes that the ultimate outcome of any matter currently pending

against RMP will not materially affect its business, financial condition, results of operations, liquidity or ability to make distributions.

Critical Accounting Policies and Estimates

~~Our~~RMP’s critical accounting policies are described in “Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of Operations—” under the heading “Critical Accounting Policies and Estimates” in ~~our~~its ~~2016~~ Annual Report on Form 10-K for the year ended December 31, 2017. Any new accounting policies or updates to existing accounting policies as a result of new accounting pronouncements have been included in the notes to ~~our~~RMP’s ~~unaudited condensed~~ consolidated financial statements contained in this Quarterly Report. The application of ~~our~~RMP’s critical accounting policies may require management to make judgments and estimates about the amounts reflected in the consolidated financial statements. Management uses historical experience and all available information to make these estimates and judgments. Different amounts could be reported using different assumptions and estimates.

critical accounting policies may require management to make judgments and estimates about the amounts reflected in the Condensed Consolidated Financial Statements. Management uses historical experience and all available information to make these estimates and judgments. Different amounts could be reported using different assumptions and estimates.

Off-Balance Sheet Arrangements

Currently, we do not have any off-balance sheet arrangements as defined by the SEC. In the ordinary course of business, we enter into various commitment agreements and other contractual obligations, some of which are not recognized in our unaudited condensed consolidated financial statements in accordance with GAAP. See “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—4. Commitments and Contingencies” for a description of our commitments and contingencies.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our potential exposure to market risk. The term “market risk” refers to the risk of loss arising from adverse changes in commodity prices and interest rates. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. This forward-looking information provides indicators of how we view and manage our ongoing market risk exposures.

Commodity Price Risk

~~Our~~RMP’s ~~gas~~ gathering ~~and~~agreements ~~compression agreement~~ with ~~Rice~~EQT ~~Energy~~provide ~~provides~~ for ~~fixed-fee~~volume ~~structures,~~based ~~and we intend to continue to pursue additional~~ fixed~~-fee~~ ~~opportunities~~price ~~with~~per ~~Rice~~unit ~~Energy and third parties in order to avoid direct commodity price exposure~~structures. ~~However,~~To to the extent that ~~our~~RMP’s future contractual arrangements with ~~Rice~~EQT ~~Energy~~ or third parties do not provide for fixed~~-fee~~ price per unit structures, weRMP may become subject to commodity price risk. ~~Moreover~~As RMP does not take ownership of the natural gas it gathers, weRMP ~~have~~generally ~~some~~does ~~indirect~~not have direct exposure to fluctuations in commodity prices. However, RMP’s business is dependent on the continued availability of natural gas production and reserves in its areas of operation. Low prices for natural gas, including those resulting from regional basis differentials, incould ~~that~~adversely ~~persistently~~affect ~~low~~development ~~realized~~of ~~sales~~additional ~~prices~~reserves and production that is accessible by ~~our~~RMP’s ~~customers~~gathering ~~may~~and water assets. Lower regional natural gas prices could cause ~~them~~producers to ~~delay~~determine ~~drilling~~in orthe ~~shut~~future that drilling activities in ~~production~~areas outside of RMP’s current areas of operation are strategically more attractive to them. EQT, ~~which~~or ~~would~~third-party customers on RMP’s systems, may reduce capital spending in the ~~volumes~~future ofbased ~~natural~~on ~~gas~~commodity ~~available~~prices ~~for~~or other factors. Unless RMP is successful in attracting and retaining unaffiliated third-party customers, its ability to maintain or increase the gathering and ~~compression~~water services volumes on ~~our~~its systems will be dependent on receiving consistent or increasing commitments from EQT. ~~Please~~While ~~read~~certain ~~“Item~~EQT 1Asubsidiaries and affiliates have dedicated acreage to RMP under long-term contracts, those EQT subsidiaries and affiliates may determine in the future that drilling in RMP’s areas of operations does not provide an adequate return or that drilling in areas outside of RMP’s current areas of operations, including areas serviced by EQM, is strategically more attractive to them. ~~Risk~~These ~~Factors—~~EQT subsidiaries and affiliates are under no contractual obligation to continue to develop its acreage dedicated to RMP. Please read “Risks Related to Our Business—Our exposure to commodity price risk may change over time.” in ~~our~~Item ~~2016~~1A, “Risk Factors” in RMP’s Annual Report on Form 10-K for the year ended December 31, 2017.

Interest Rate Risk

AsRMP’s ofprimary ~~September~~interest ~~30,~~rate ~~2017,~~risk ~~Rice~~exposure ~~Midstream~~results ~~OpCo~~from ~~had~~its ~~$222.0 million of borrowings and no letters of credit outstanding under the~~ revolving credit facility~~. Under the revolving credit facility~~, ~~Rice~~which ~~Midstream~~has ~~OpCo~~a ~~may~~floating ~~elect~~interest ~~to borrow in Eurodollars or at the base~~ rate. ~~Eurodollar~~The ~~loans~~annual ~~will~~weighted ~~bear~~average interest ~~at a~~ rate ~~per~~incurred ~~annum~~on ~~equal~~RMP’s torevolving ~~the~~credit ~~applicable~~facility ~~LIBOR~~during ~~Rate~~the ~~plus~~three anmonths ~~applicable~~ended ~~margin~~March ~~ranging from 200 to 300 basis points~~31, ~~depending~~2018 onwas ~~the~~approximately ~~leverage~~3.6%. ~~ratio~~A ~~then in effect~~1.0% ~~Base~~increase ~~rate~~in ~~loans~~each ~~bear interest at a rate per annum equal to the greatest~~ of ~~(i)~~ the ~~agent~~applicable ~~bank’s~~average ~~reference~~interest ~~rate,~~rates ~~(ii) the~~during ~~federal funds effective rate plus 50 basis points and (iii)~~ the ~~rate~~three ~~for~~months ~~one~~ended ~~month~~March ~~Eurodollar loans plus 100 basis points~~31, ~~plus~~2018 anwould ~~applicable~~have ~~margin~~resulted ~~ranging~~in ~~from~~a ~~100~~$0.8 tomillion ~~200~~increase ~~basis~~in ~~points,~~interest ~~depending~~expense onfor ~~the~~that ~~leverage ratio then in effect~~period.

~~Our~~As ~~primary~~of ~~interest~~March ~~rate~~31, ~~risk~~2018, ~~exposure~~RMP ~~results~~did ~~from~~not ~~our~~have ~~revolving~~any ~~credit~~derivatives ~~facility,~~in ~~which~~place ~~has~~to amitigate ~~floating~~the ~~interest~~effects ~~rate.~~of ~~The annual weighted average~~ interest rate ~~incurred on our revolving credit facility during the nine months ended September 30, 2017 was approximately 3~~risk.~~0%.~~ ARMP ~~1.0%~~may ~~increase~~implement inan ~~each of the applicable average~~ interest ~~rates~~rate ~~during~~hedging ~~the~~strategy ~~nine months ended September 30, 2017 would have resulted~~ in athe $1future.~~5 million estimated increase in interest expense for that period.~~

AsPlease ofsee ~~September~~Note ~~30,~~D ~~2017, we did not have any derivatives in place~~ to ~~mitigate~~ the ~~effects~~consolidated offinancial ~~interest~~statements ~~rate~~included ~~risk.~~in Wethis ~~may~~Quarterly ~~implement~~Report anfor ~~interest~~additional ~~rate hedging strategy in the future~~information.

Credit Risk

WeRMP ~~are~~is dependent on ~~Rice~~EQT ~~Energy~~ as ~~our~~its most significant ~~current~~ customer, and weRMP ~~expect~~expects to derive a substantial majority of ~~our~~its revenues from ~~Rice~~EQT ~~Energy~~ for the foreseeable future. As a result, any event, whether in ~~our~~RMP’s dedicated areas or otherwise, that adversely affects ~~Rice Energy~~EQT’s production, drilling schedule, financial condition, leverage, market reputation, liquidity, results of operations or cash flows may adversely affect ~~our~~RMP’s revenues and cash available for distribution.

Further, weRMP ~~are~~is subject to the risk of non-payment or non-performance by ~~Rice Energy~~EQT, including with respect to ~~our~~its gathering and ~~compression~~water ~~agreement~~agreements. WeRMP cannot predict the extent to which ~~Rice Energy~~EQT’s business would be impacted if conditions in the energy industry were to deteriorate, nor can weRMP estimate the impact such conditions would have on ~~Rice Energy~~EQT’s ability to execute its drilling and development program or to perform under ~~our~~its agreements with RMP. As of March 31, 2018, EQT’s public senior debt had an investment grade credit rating. Any material non-payment or non-performance by ~~Rice~~EQT ~~Energy~~ could reduce ~~our~~RMP’s ability to make distributions to ~~our~~its unitholders. Please read “~~Item 1A. Risk Factors—~~Risks Related to Our Business—Because a substantial majority of our revenue currently is, and over the long term is expected to be, derived from ~~Rice Energy~~EQT, any development that materially and ~~adversely affects Rice Energy’s operations, financial condition or market reputation could have a material and adverse impact on us” in our 2016 Annual Report.~~

3019

adversely affects EQT’s operations, financial condition or market reputation could have a material and adverse impact on us.” in Item 1A, “Risk Factors” in RMP’s 2017 Annual Report on Form 10-K.

RMP manages credit risk of sales to third parties by limiting dealings to those third parties meeting specified criteria for credit and liquidity strength and by actively monitoring these accounts. RMP may request a letter of credit, guarantee, performance bond or other credit enhancement from a third party in order for that third party to meet RMP’s credit criteria. RMP did not experience any significant defaults on accounts receivable for the three months ended March 31, 2018 and 2017.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

AsUnder ~~required by Rule 13a-15(b) under~~ the ~~Securities Exchange Act of 1934, as amended (the “Exchange Act”), our general partner has evaluated, under the~~ supervision and with the participation of ~~our~~ management, ~~including~~of ~~the~~Midstream ~~principal~~Management, ~~executive~~including ~~officer~~Midstream ~~and~~Management’s ~~principal~~Principal ~~financial~~Executive ~~officer~~Officer ofand ~~our~~Principal ~~general~~Financial ~~partner~~Officer, ~~the~~an ~~effectiveness~~evaluation of ~~the~~RMP’s ~~design and operation of our~~ disclosure controls and procedures (as defined in ~~Rules~~ Rule 13a-15(e) ~~and 15d-15(e)~~ under the Securities Exchange Act) as of ~~September 30~~1934, ~~2017.~~as ~~Our~~amended ~~disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that we file or submit under the~~ (Exchange Act)) iswas ~~recorded,~~conducted ~~processed,~~as ~~summarized~~of ~~and~~the ~~reported~~end ~~within~~of the ~~time~~ period ~~specified~~covered inby ~~the~~this SEC’s rules and forms and to ensure that the information we are required to disclose in the reports we file and submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosurereport. Based ~~upon~~on that evaluation, the ~~principal~~Principal ~~executive~~Executive ~~officer~~Officer and ~~principal~~Principal ~~financial~~Financial ~~officer~~Officer of ~~our~~Midstream ~~general~~Management ~~partner~~ concluded that ~~their~~RMP’s disclosure controls and procedures were effective as of ~~September~~the ~~30,~~end ~~2017.~~of the period covered by this report.

Changes in Internal Control over Financial Reporting

~~There~~During ~~has~~the ~~been~~first noquarter ~~change~~of in2018, ~~our~~RMP made certain changes to its internal control over financial reporting (as such term is defined in ~~Rules~~Rule 13a-15(f) ~~and 15d-15(f)~~ under the Exchange Act) ~~during~~in ~~our~~connection ~~most~~with ~~recently~~the ~~completed~~integration ~~fiscal~~of EQT’s midstream businesses following the Mergers, including new and updated procedures related to integration of existing financial and operation information into EQT’s systems and changes in the accounting and reporting professionals with responsibilities over RMP’s internal control over financial reporting. Except for these changes, there were no changes in internal control over financial reporting that occurred during the first quarter of 2018 that ~~has~~have materially affected, or isare reasonably likely to materially affect, ~~our~~RMP’s internal control over financial reporting. RMP will continue to evaluate and monitor its internal controls to appropriately manage the risks as integration activities continue.

3121

PART II

Item 1. Legal Proceedings

WeIn ~~are~~the aordinary ~~party~~course toof business, various legal and~~/or~~ regulatory ~~proceedings~~claims ~~from~~and ~~time~~proceedings toare ~~time~~pending ~~arising~~or inthreatened ~~the~~against ~~ordinary course of business~~RMP. While the ~~ultimate~~amounts ~~outcome~~claimed ~~and~~may ~~impact~~be tosubstantial, usRMP ~~cannot~~is beunable ~~predicted~~to predict with certainty, wethe ~~believe~~ultimate ~~that~~outcome ~~all~~of such ~~matters~~claims ~~involve~~and ~~amounts~~proceedings. ~~which,~~RMP ifaccrues ~~resolved~~legal ~~unfavorably,~~and ~~either~~other ~~individually~~direct orcosts inrelated ~~the~~to ~~aggregate,~~loss ~~will~~contingencies ~~not~~when ~~have~~actually aincurred. ~~material~~RMP ~~adverse~~has ~~effect~~established onreserves ~~our~~it ~~financial~~believes ~~condition,~~to ~~results~~be ofappropriate ~~operations~~for orpending ~~cash~~matters ~~flows.~~and, ~~When~~after weconsultation ~~determine~~with ~~that~~counsel aand ~~loss~~giving isappropriate ~~probable~~consideration ofto ~~occurring~~available ~~and is reasonably estimable~~insurance, weRMP ~~accrue~~believes anthat ~~undiscounted~~the ~~liability~~ultimate ~~for~~outcome ~~such~~of ~~contingencies~~any ~~based~~matter oncurrently ~~our~~pending ~~best~~against ~~estimate~~it ~~using~~will ~~information~~not ~~available~~materially ataffect ~~the~~RMP’s ~~time.~~business, Wefinancial ~~disclose contingencies where an adverse outcome may be material~~condition, orresults ~~in the judgment~~ of ~~management~~operations, ~~the~~liquidity ~~matter~~or ~~should~~ability ~~otherwise~~to bemake ~~disclosed~~distributions.

Environmental Proceedings

From time to time our operations are inspected by governmental authorities. These authorities may issue proposed penalties for alleged violations of environmental laws discovered as a result of such inspections. Fines and penalties for environmental law violations can often exceed $100,000. While we cannot predict the ultimate outcome of any such matters, we do not expect that any currently known violations, individually or in the aggregate, will have a material adverse impact on our financial results.

Item 1A. Risk Factors

~~Our~~There ~~business~~have ~~faces~~been ~~many~~no ~~risks.~~material ~~Any~~changes offrom the ~~risks~~risk ~~discussed~~factors ~~elsewhere~~previously disclosed in ~~this~~RMP’s ~~Quarterly~~Annual Report ~~and~~on ~~our~~Form ~~other~~10-K ~~SEC~~for ~~filings~~the ~~could~~year ~~have~~ended aDecember ~~material impact on our business~~31, ~~financial~~2017 ~~position~~other orthan ~~results~~the ~~of operations. Additional~~ risks ~~and~~described ~~uncertainties~~below ~~not~~related ~~presently known~~ to usthe orpending ~~that~~Midstream weStreamlining ~~currently~~Transactions ~~believe~~and tothe bepending ~~immaterial~~separation ~~may~~of ~~also~~EQT’s ~~impair~~upstream ~~our~~and ~~business~~midstream ~~operations~~businesses.

~~There~~The ~~have~~pending ~~been~~Midstream noStreamlining ~~material~~Transactions ~~changes~~are insubject ~~our~~to ~~risk~~conditions, ~~factors~~including ~~from~~certain ~~those~~conditions ~~described~~that inmay ~~our~~not ~~2016~~be ~~Annual~~satisfied ~~Report~~or ~~and~~completed ~~our~~on ~~June~~a 30timely basis, ~~2017~~if ~~Quarterly~~at ~~Report~~all. ~~For~~Failure ato ~~discussion~~complete ofthese ~~our~~transactions ~~potential~~could ~~risks~~have ~~and~~a ~~uncertainties,~~material ~~see~~and ~~the~~adverse ~~information~~effect inon ~~“Item~~us ~~1A.~~and, ~~Risk~~even ~~Factors”~~if incompleted, ~~our~~these ~~2016~~transactions ~~Annual~~may ~~Report~~not ~~and~~achieve ~~our~~some ~~June~~or ~~30,~~all ~~2017~~of ~~Quarterly~~the ~~Report~~anticipated benefits.

32On April 26, 2018, we, together with EQM and EQGP, announced the Midstream Streamlining Transactions. Completion of the Midstream Streamlining Transactions is subject to a number of conditions set forth in the agreements governing these transactions, including, in the case of EQM’s acquisition of us, approval by a majority of our unitholders, which make the completion and timing of the transactions uncertain. If the Midstream Streamlining Transactions are not completed, our ongoing businesses may be adversely affected and, without realizing any of the benefits of having completed the transactions, we will be subject to a number of risks, including the following:

Exhibit Number		Exhibit
2.1***		Purchase and Sale Agreement, dated as of November 4, 2015, by and between Rice Energy Inc. and Rice Midstream Partners LP (incorporated by reference to Exhibit 2.1 of the Partnership’s Current Report on Form 8-K (File No. 001-36789) filed with the Commission on November 5, 2015).
2.2***		Purchase and Sale Agreement, dated as of September 26, 2016, by and between Rice Energy Inc. and Rice Midstream Partners LP (incorporated by reference to Exhibit 10.1 of the Partnership’s Current Report on Form 8-K (File No. 001-36789) filed with the Commission on September 30, 2016).
3.1		Certificate of Formation of Rice Midstream Partners LP (incorporated by reference to Exhibit 3.1 of the Partnership’s draft registration statement on Form S-1 (File No. 377-00804) filed with the Commission on October 3, 2014).
3.2		Amended and Restated Agreement of Limited Partnership of Rice Midstream Partners LP, dated December 22, 2014, by and between Rice Midstream Management LLC, as the General Partner, and Rice Midstream Holdings LLC, as the Organizational Limited Partner LLC (incorporated by reference to Exhibit 3.1 of the Partnership’s Current Report on Form 8-K (File No. 001-36789) filed with the Commission on December 22, 2014).
3.3		Certificate of Formation of Rice Midstream Management LLC (incorporated by reference to Exhibit 3.3 of the Partnership’s draft registration statement on Form S-1 (File No. 377-00804) filed with the Commission on October 3, 2014).
3.4		Amended and Restated Limited Liability Company Agreement of Rice Midstream Management LLC, dated as of December 22, 2014, by Rice Midstream Holdings LLC, as the Sole Member (incorporated by reference to Exhibit 3.2 of the Partnership’s Current Report on Form 8-K (File No. 001-36789) filed with the Commission on December 22, 2014).
31.1*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Executive Officer.
31.2*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Financial Officer.
32.1**		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer.
32.2**		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Financial Officer.
101.INS*		XBRL Instance Document.
101.SCH*		XBRL Schema Document.
101.CAL*		XBRL Calculation Linkbase Document.
101.DEF*		XBRL Definition Linkbase Document.
101.LAB*		XBRL Labels Linkbase Document.
101.PRE*		XBRL Presentation Linkbase Document.
*		Filed herewith.
**		Furnished herewith. Pursuant to SEC Release No. 33-8212, this certification will be treated as “accompanying” this Quarterly Report on Form 10-Q and not “filed” as part of such report for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of Section 18 of the Exchange Act, and this certification will not be deemed to be incorporated by reference into any filing under the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
***		The schedules to this agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Partnership will furnish copies of such schedules to the Securities and Exchange Commission upon request.


•	we will be required to pay our costs relating to the transactions, such as legal, accounting and financial advisory expenses, whether or not the transactions are completed;

33• time and resources committed by our management to matters relating to the transactions could otherwise have been devoted to pursuing other beneficial opportunities; and

~~SIGNATURES~~• the market price of our common units could decline to the extent that the current market price reflects a market assumption that the transactions will be completed.

~~Pursuant~~In toaddition, ~~the~~even ~~requirements~~if ofcompleted, ~~Section~~there 13can orbe ~~15(d)~~no ofassurance ~~the~~that ~~Securities~~our ~~Exchange~~combination ~~Act~~with ofEQM ~~1934,~~will deliver the ~~registrant~~strategic, ~~has~~financial ~~duly~~and ~~caused~~operational ~~this~~benefits ~~report~~anticipated ~~to be signed on its behalf~~ by ~~the undersigned, thereunto duly authorized~~us.

			RICE MIDSTREAM PARTNERS LP
Date:	November 2, 2017	By:	Rice Midstream Management LLC, its general partner
		By:	/s/ Daniel J. Rice IV
			Daniel J. Rice IV
			Director, Chief Executive Officer
Date:	November 2, 2017	By:	Rice Midstream Management LLC, its general partner
		By:	/s/ Grayson T. Lisenby
			Grayson T. Lisenby
			Senior Vice President and Chief Financial Officer

The proposed separation of EQT’s production and midstream businesses into two independent publicly-traded companies and/or the Midstream Streamlining Transactions may result in disruptions to, and negatively impact our relationships with, our customers and other business partners.

34On February 21, 2018, EQT announced plans to separate its production and midstream businesses into two independent publicly-traded companies. Uncertainty related to the proposed separation and/or Midstream Streamlining Transactions may lead customers and other parties with which we currently do business or may do business in the future to terminate or attempt to negotiate changes in existing business relationships, or consider entering into business relationships with parties other than us. These disruptions could have a material and adverse effect on our business, financial condition, results of operations and prospects. The effect of such disruptions could be exacerbated by any delays in the completion of the separation and/or Midstream Streamlining Transactions.

~~EXHIBIT INDEX~~22

Item 6. Exhibits

Exhibit Number		Exhibit
2.1***		Purchase and Sale Agreement, dated as of November 4, 2015, by and between Rice Energy Inc. and Rice Midstream Partners LP (incorporated by reference to Exhibit 2.1 of the Partnership’s Current Report on Form 8-K (File No. 001-36789) filed with the Commission on November 5, 2015).
2.1		Agreement and Plan of Merger, dated as of April 25, 2018, by and among EQT Midstream Partners, LP, EQT Midstream Services, LLC, EQM Acquisition Sub, LLC, EQM GP Acquisition Sub, LLC, Rice Midstream Partners LP, Rice Midstream Management LLC and, solely for purposes of certain provisions therein, EQT Corporation (incorporated by reference to Exhibit 2.1 of RMP’s Current Report on Form 8-K (File No. 001-36789) filed with the Commission on April 26, 2018). Rice Midstream Partners LP will furnish supplementally a copy of any omitted schedule and similar attachment to the Commission upon request.
2.2***		Purchase and Sale Agreement, dated as of September 26, 2016, by and between Rice Energy Inc. and Rice Midstream Partners LP (incorporated by reference to Exhibit 10.1 of the Partnership’s Current Report on Form 8-K (File No. 001-36789) filed with the Commission on September 30, 2016).
3.1		Certificate of Formation of Rice Midstream Partners LP (incorporated by reference to Exhibit 3.1 of the Partnership’s draft registration statement on Form S-1 (File No. 377-00804) filed with the Commission on October 3, 2014).
3.2		Amended and Restated Agreement of Limited Partnership of Rice Midstream Partners LP, dated December 22, 2014, by and between Rice Midstream Management LLC, as the General Partner, and Rice Midstream Holdings LLC, as the Organizational Limited Partner LLC (incorporated by reference to Exhibit 3.1 of the Partnership’s Current Report on Form 8-K (File No. 001-36789) filed with the Commission on December 22, 2014).
3.3		Certificate of Formation of Rice Midstream Management LLC (incorporated by reference to Exhibit 3.3 of the Partnership’s draft registration statement on Form S-1 (File No. 377-00804) filed with the Commission on October 3, 2014).
3.4		Amended and Restated Limited Liability Company Agreement of Rice Midstream Management LLC, dated as of December 22, 2014, by Rice Midstream Holdings LLC, as the Sole Member (incorporated by reference to Exhibit 3.2 of the Partnership’s Current Report on Form 8-K (File No. 001-36789) filed with the Commission on December 22, 2014).
31.1*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Executive Officer.
31.2*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Financial Officer.
32.1**		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer.
32**		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Principal Executive Officer and Principal Financial Officer.
32.2**		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Financial Officer.
101*		Interactive data file.
101.INS*		XBRL Instance Document.
101.SCH*		XBRL Schema Document.
101.CAL*		XBRL Calculation Linkbase Document.
101.DEF*		XBRL Definition Linkbase Document.
101.LAB*		XBRL Labels Linkbase Document.
101.PRE*		XBRL Presentation Linkbase Document.
*		Filed herewith.
**		Furnished herewith. Pursuant to SEC Release No. 33-8212, this certification will be treated as “accompanying” this Quarterly Report on Form 10-Q and not “filed” as part of such report for purposes of Section 18 of the Securities Exchange Act of 1933, as amended (“Exchange Act”), or otherwise subject to the liability of Section 18 of the Exchange Act, and this certification will not be deemed to be incorporated by reference into any filing under the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
***		The schedules to this agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Partnership will furnish copies of such schedules to the Securities and Exchange Commission upon request.

3523

~~GLOSSARY OF TERMS~~SIGNATURE

~~“Capacity.” Pipeline~~Pursuant ~~capacity~~to ~~available~~the torequirements ~~transport~~of ~~natural~~the ~~gas~~Securities ~~based~~Exchange Act of 1934, the Registrant has duly caused this report to be signed on ~~system~~its ~~facilities~~behalf ~~and~~by ~~design~~the ~~conditions~~undersigned, thereunto duly authorized.

“Condensate.” Similar to crude oil and produced in association with natural gas gathering and processing.



			RICE MIDSTREAM PARTNERS LP

Date:	April 26, 2018	By:	Rice Midstream Management LLC, its General Partner
		By:	/s/ Robert J. McNally
			Robert J. McNally
			Senior Vice President and Chief Financial Officer

~~“Hydrocarbon.” An organic compound containing only carbon and hydrogen.~~24

“MDth.” One thousand dekatherms.

“MDth/d.” One thousand dekatherms per day.

“MMDth/d.” One million dekatherms per day.

“Natural gas.” Hydrocarbon gas found in the earth, composed of methane, ethane, butane, propane and other gases.

“NGLs.” Natural gas liquids, which consist primarily of ethane, propane, isobutane, normal butane and natural gasoline.

“Oil.” Crude oil and condensate.

“SEC.” United States Securities and Exchange Commission.

“Throughput.” The volume of product passing through a pipeline, plant, terminal or other facility.

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