EQM Midstream Partners, LP
Annual Report 2016

Plain-text annual report

Morningstar® Document Research℠ FORM 10-KEQT Midstream Partners, LP - EQMFiled: February 09, 2017 (period: December 31, 2016)Annual report with a comprehensive overview of the companyThe information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The userassumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot belimited or excluded by applicable law. Past financial performance is no guarantee of future results.UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K [X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2016or FOR THE TRANSITION PERIOD FROM ___________ TO __________ COMMISSION FILE NUMBER 001-35574 EQT Midstream Partners, LP(Exact name of registrant as specified in its charter) DELAWARE(State or other jurisdiction of incorporation or organization) 625 Liberty Avenue, Suite 1700Pittsburgh, Pennsylvania(Address of principal executive offices)37-1661577(IRS Employer Identification No.) 15222(Zip Code) Registrant’s telephone number, including area code: (412) 553-5700 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registeredCommon Units Representing Limited Partner Interests New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes x No ¨ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x 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 thepreceding 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.Yes x No ¨ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submittedand 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 submitand post such files). Yes x No ¨ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not becontained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to thisForm 10-K. x Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller 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): Large accelerated filer xAccelerated filer ¨ Non-accelerated filer ¨Smaller reporting company ¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x The aggregate market value of the Common Units held by non-affiliates of the registrant as of June 30, 2016: $4.7 billion At January 31, 2017, there were 80,581,758 Common Units and 1,443,015 General Partner Units outstanding. DOCUMENTS INCORPORATED BY REFERENCENoneSource: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsTABLE OF CONTENTS Glossary of Commonly Used Terms, Abbreviations and Measurements3 Cautionary Statement5PART IItem 1Business6Item 1ARisk Factors20Item 1BUnresolved Staff Comments46Item 2Properties46Item 3Legal Proceedings46Item 4Mine Safety Disclosures46PART IIItem 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities47Item 6Selected Financial Data47Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations48Item 7AQuantitative and Qualitative Disclosures About Market Risk61Item 8Financial Statements and Supplementary Data61Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure87Item 9AControls and Procedures87Item 9BOther Information87PART IIIItem 10Directors, Executive Officers and Corporate Governance88Item 11Executive Compensation92Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters116Item 13Certain Relationships and Related Transactions, and Director Independence120Item 14Principal Accounting Fees and Services128PART IVItem 15Exhibits and Financial Statement Schedules129 Index to Financial Statements Covered by Report of Independent Registered Public Accounting Firm129 Index to Exhibits130 Signatures1352Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsGlossary of Commonly Used Terms, Abbreviations and Measurementsadjusted EBITDA – a supplemental non-GAAP (as defined below) financial measure defined by EQT Midstream Partners, LP and subsidiaries (collectively,EQM) as net income plus net interest expense, depreciation and amortization expense, income tax expense (benefit) (if applicable), Preferred Interestpayments received post conversion (as defined below) and non-cash long-term compensation expense less other non-cash adjustments (if applicable), equityincome, AFUDC – equity (as defined below), pre-acquisition capital lease payments and adjusted EBITDA of assets prior to the acquisition dates.Allowance for Funds Used During Construction or AFUDC – carrying costs for the construction of certain long-lived regulated assets are capitalized andamortized over the related assets’ estimated useful lives. The capitalized amount for construction of regulated assets includes interest cost and a designatedcost of equity for financing the construction of these regulated assets. Appalachian Basin – the area of the United States composed of those portions of West Virginia, Pennsylvania, Ohio, Maryland, Kentucky and Virginia thatlie in the Appalachian Mountains.British thermal unit – a measure of the amount of energy required to raise the temperature of one pound of water one degree Fahrenheit. distributable cash flow – a supplemental non-GAAP financial measure defined by EQM as adjusted EBITDA less net interest expense excluding interestincome on the Preferred Interest, capitalized interest and AFUDC – debt, and ongoing maintenance capital expenditures net of reimbursements. firm contracts – contracts for gathering, transmission or storage services that obligate customers to pay a fixed monthly charge to reserve an agreed uponamount of pipeline or storage capacity regardless of the actual capacity used by a customer during each month. gas – all references to “gas” refer to natural gas. horizontal wells – wells that are drilled horizontal or near horizontal to increase the length of the well bore penetrating the target formation. Jupiter Acquisition – On May 7, 2014, EQT Corporation and subsidiaries (collectively, EQT) contributed the Jupiter natural gas gathering system (Jupiter)to EQM Gathering Opco, LLC (EQM Gathering), an indirect wholly owned subsidiary of EQM.liquefied natural gas or LNG – natural gas that has been cooled to minus 161 degrees celsius for transportation, typically by ship. The cooling processreduces the volume of natural gas by 600 times.local distribution company or LDC – LDCs are companies involved in the delivery of natural gas to consumers within a specific geographic area. MVP Interest Acquisition – On March 30, 2015, EQM assumed from EQT the membership interests in MVP Holdco, LLC (MVP Holdco), the owner of aninterest (the MVP Interest) in Mountain Valley Pipeline, LLC (MVP Joint Venture), which at the time was an indirect wholly owned subsidiary of EQT.NWV Gathering Acquisition – On March 17, 2015, EQT contributed the Northern West Virginia Marcellus gathering system (NWV Gathering) to EQMGathering.October 2016 Acquisition – On October 13, 2016, EQM acquired from EQT 100% of the outstanding limited liability company interests of AlleghenyValley Connector, LLC (AVC) and Rager Mountain Storage Company LLC (Rager) and certain gathering assets located in southwestern Pennsylvania andnorthern West Virginia (the Gathering Assets). The closing of the October 2016 Acquisition was effective as of October 1, 2016.omnibus agreement – the agreement, as amended, entered into among EQM, its general partner and EQT in connection with EQM's initial public offering,pursuant to which EQT agreed to provide EQM with, and EQM agreed to reimburse EQT for, certain general and administrative services and a license to usethe name “EQT” and related marks in connection with EQM’s business. The omnibus agreement also provides for certain indemnification obligationsbetween EQM and EQT. play – a proven geological formation that contains commercial amounts of hydrocarbons.3Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsPreferred Interest Acquisition – On April 15, 2015, EQM acquired a preferred interest (the Preferred Interest) in EQT Energy Supply, LLC (EES), which atthe time was an indirect wholly owned subsidiary of EQT. Concurrent with the October 2016 Acquisition, the operating agreement of EES was amended andthe accounting for EQM's Preferred Interest in EES converted from a cost method investment to a note receivable. There were no changes to the cash paymentschedule. receipt point – the point where production is received by or into a gathering system or transmission pipeline. reservoir – a porous and permeable underground formation containing an individual and separate natural accumulation of producible hydrocarbons (crudeoil and/or natural gas) which is confined by impermeable rock or water barriers and is characterized by a single natural pressure system. The $750 Million ATM Program – EQM's at-the-market (ATM) common unit offering program, pursuant to which a group of managers, acting as EQM'ssales agents, may sell EQM common units having an aggregate offering price of up to $750 million.Sunrise Merger – On July 22, 2013, Sunrise Pipeline, LLC (Sunrise) merged into Equitrans, L.P. (Equitrans), an indirect wholly owned subsidiary of EQM. throughput – the volume of natural gas transported or passing through a pipeline, plant, terminal or other facility during a particular period. wellhead – the equipment at the surface of a well used to control the well’s pressure and the point at which the hydrocarbons and water exit the ground. working gas – the volume of natural gas in the storage reservoir that can be extracted during the normal operation of the storage facility.AbbreviationsASC – Accounting Standards CodificationCERCLA – Comprehensive Environmental Response, Compensation and Liability ActDOT – U.S. Department of TransportationFASB – Financial Accounting Standards BoardFERC – Federal Energy Regulatory CommissionGAAP – United States Generally Accepted Accounting PrinciplesIPO – Initial Public OfferingIRS – Internal Revenue ServiceNGA – Natural Gas Act of 1938NGPA – Natural Gas Policy Act of 1978NYMEX – New York Mercantile ExchangeNYSE – New York Stock ExchangePHMSA – Pipeline and Hazardous Materials Safety Administration of the DOTRCRA – the Resource Conservation and Recovery ActSEC – Securities and Exchange CommissionMeasurementsBtu = one British thermal unitBBtu = billion British thermal unitsBcf = billion cubic feetBcfe = billion cubic feet of natural gas equivalents, with one barrel of natural gas liquids (NGLs) and crude oil beingequivalent to 6,000 cubic feet of natural gasDth = dekatherm or million British thermal unitsMMBtu = million British thermal unitsMcf = thousand cubic feetMMcf = million cubic feetTcfe = trillion cubic feet of natural gas equivalents, with one barrel of NGLs and crude oil being equivalent to 6,000 cubic feetof natural gas4Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsCautionary StatementsDisclosures in this Annual Report on Form 10-K contain certain forward-looking statements within the meaning of Section 21E of the SecuritiesExchange 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 currentfacts 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 orfinancial matters. Without limiting the generality of the foregoing, forward-looking statements contained in this Annual Report on Form 10-K include thematters discussed in the sections captioned “Strategy” in Item 1, “Business” and “Outlook” in Item 7, “Management’s Discussion and Analysis of FinancialCondition and Results of Operations,” and the expectations of plans, strategies, objectives, and growth and anticipated financial and operational performanceof EQM and its subsidiaries, including guidance regarding EQM’s gathering and transmission and storage revenue and volume growth; revenue, equityincome and AFUDC-debt projections; the weighted average contract life of gathering, transmission and storage contracts; infrastructure programs (includingthe timing, cost, capacity and sources of funding with respect to gathering and transmission expansion projects); the timing, cost, capacity and expectedinterconnections with facilities and pipelines of the Mountain Valley Pipeline (MVP) project; the ultimate terms, partners and structure of the MVP JointVenture; natural gas production growth in EQM’s operating areas for EQT and third parties; asset acquisitions, including EQM’s ability to complete any assetacquisitions; the amount and timing of distributions, including expected increases; the expected cash distributions from EES; the expected interest incomeattributable to, and the timing of the expected redemption of, the Preferred Interest; the use of proceeds from EQM capital market transactions; the amountsand timing of projected capital contributions and operating and capital expenditures, including the amount of capital expenditures reimbursable by EQT; theimpact of commodity prices on EQM's business; liquidity and financing requirements, including sources and availability; the effects of governmentregulation and litigation; and tax position. The forward-looking statements included in this Annual Report on Form 10-K involve risks and uncertainties thatcould cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statementsas a prediction of actual results. EQM has based these forward-looking statements on current expectations and assumptions about future events. While EQMconsiders these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory andother risks and uncertainties, many of which are difficult to predict and are beyond EQM’s control. The risks and uncertainties that may affect the operations,performance and results of EQM’s business and forward-looking statements include, but are not limited to, those set forth under Item 1A, “Risk Factors” andelsewhere in this Annual Report on Form 10-K. Any forward-looking statement speaks only as of the date on which such statement is made and EQM does not intend to correct or update anyforward-looking statement, whether as a result of new information, future events or otherwise. In reviewing any agreements incorporated by reference in or filed with this Annual Report on Form 10-K, please remember that such agreements areincluded to provide information regarding the terms of such agreements and are not intended to provide any other factual or disclosure informationabout EQM. The agreements may contain representations and warranties by EQM, which should not in all instances be treated as categorical statements offact, 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 andwarranties 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 morerecent developments. Accordingly, these representations and warranties alone may not describe the actual state of affairs of EQM or its affiliates as of thedate they were made or at any other time.5Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsPART I Item 1. Business EQM’s consolidated financial statements have been retrospectively recast to include the historical results of AVC, Rager and the Gathering Assets,which were acquired by EQM effective on October 1, 2016, NWV Gathering, which was acquired by EQM on March 17, 2015, and Jupiter, which wasacquired by EQM on May 7, 2014, as these were businesses and the transactions were between entities under common control. All references in this AnnualReport on Form 10-K to "EQM" refer to EQM in its individual capacity or to EQM and its consolidated subsidiaries, as the context requires. All referencesin this Annual Report on Form 10-K to "EQT" refer to EQT Corporation in its individual capacity or to EQT and its consolidated subsidiaries, as the contextrequires.Overview EQT Midstream Partners, LP (NYSE: EQM) is a growth-oriented limited partnership formed by EQT Corporation (NYSE: EQT) to own, operate,acquire and develop midstream assets in the Appalachian Basin. EQM provides midstream services to EQT and multiple third parties across 24 counties inPennsylvania, West Virginia and Ohio through its two primary assets: the gathering system, which delivers natural gas from wells and other receipt points totransmission pipelines, and the transmission and storage system, which serves as a header system transmission pipeline. EQM provides substantially all of itsnatural gas gathering, transmission and storage services under contracts with long-term, firm reservation and/or usage fees. This contract structure enhancesthe stability of EQM's cash flows and limits its direct exposure to commodity price risk. For the year ended December 31, 2016, approximately 84% of EQM'srevenues were generated from capacity reservation charges under long-term firm contracts. Including contracts associated with expected future capacity fromexpansion projects that are not yet fully constructed but for which EQM has entered into firm contracts, firm gathering contracts had a weighted averageremaining term of approximately 9 years and firm transmission and storage contracts had a weighted average remaining term of approximately 16 years as ofDecember 31, 2016, in each case based on total projected contracted revenues. EQM’s operations are primarily focused in southwestern Pennsylvania andnorthern West Virginia, a strategic location in the natural gas shale plays known as the Marcellus, Upper Devonian and Utica Shales. This same region is alsothe primary operating area of EQT, EQM's largest customer. EQT accounted for approximately 75% of EQM's revenues generated for the year endedDecember 31, 2016. EQM believes that its strategically located assets, combined with its working relationship with EQT, position it as a leading AppalachianBasin midstream energy company. Based on the average daily sales volume, EQT Production is the largest natural gas producer in the Appalachian Basin. As of December 31, 2016,EQT reported 13.5 Tcfe of proved natural gas, NGL and crude oil reserves and, for the year ended December 31, 2016, EQT reported total production salesvolumes of 759.0 Bcfe, representing a 26% increase compared to the year ended December 31, 2015. EQT has successfully grown production by 194% fromthe year ended December 31, 2012 through the year ended December 31, 2016, primarily driven by production from the Marcellus Shale. EQT has announcedthat estimated sales volumes in 2017 are expected to be 810 to 830 Bcfe, an increase of approximately 8% over 2016. EQT has also announced a 2017capital expenditure forecast of $1.3 billion for well development, which will be focused in the Marcellus, Upper Devonian and Utica Shales. EQM believesits economic relationship with EQT incentivizes EQT to provide EQM with access to production growth in and around EQM's existing assets and withorganic growth opportunities, although EQT is under no obligation to make such opportunities available to EQM. 2016 Highlights•October 2016 Acquisition. Effective October 1, 2016, EQM acquired from EQT 100% of the outstanding limited liability company interests ofAVC and Rager as well as the Gathering Assets. The Allegheny Valley Connector, or the AVC facilities, includes an approximately 200-mileFERC-regulated transmission pipeline with 11 Bcf of working gas storage capacity and 450 MMcf per day of transmission capacity which isfully contracted for the winter season by an LDC through a firm reservation commitment that expires in 2034. Prior to EQM's acquisition ofAVC, it operated the AVC facilities through a lease agreement with EQT. The Gathering Assets include approximately 90 miles of gatheringpipeline and provide 235 MMcf per day of firm gathering capacity as of December 31, 2016. The aggregate consideration paid by EQM to EQTwas $275 million.•Ohio Valley Connector (OVC) Project. The OVC began service on October 1, 2016. This 37-mile pipeline extends EQM's transmission andstorage system from northern West Virginia to Clarington, Ohio, at which point it interconnects with the Rockies Express Pipeline. The OVC iscertificated to provide approximately 850 BBtu per6Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsday of transmission capacity with an aggregate compression of approximately 38,000 horsepower. EQT has entered into a 20-year precedentagreement with EQM for a total of 650 BBtu per day of firm transmission capacity on the OVC.•Range Resources Corporation's (Range Resources) Header Pipeline Project. EQM is constructing a natural gas header pipeline for a subsidiaryof Range Resources in southwestern Pennsylvania to support Marcellus development. In the fourth quarter of 2016, phase one of the RangeResources Header Pipeline project was placed into service which added 75 MMcf per day of firm gathering capacity.•Senior Notes Offering. During the fourth quarter of 2016, EQM issued $500 million of 4.125% Senior Notes due 2026. Net proceeds from theoffering of approximately $491.4 million were used to repay the outstanding borrowings under EQM’s credit facility and for general partnershippurposes.•ATM Offerings. During the second quarter of 2016, EQM issued 2,949,309 common units at an average price per unit of $74.42 under the $750Million ATM Program. EQM received net proceeds of approximately $217.1 million which were used for general partnership purposes.PropertiesThe following table provides information regarding the gathering, transmission and storage systems as of December 31, 2016:System Approximate Number ofMiles Approximate Number ofReceipt Points ApproximateCompression(Horsepower)Gathering 1,800 2,250 146,000Transmission and storage 950 150 120,000Gathering Business Segment As of December 31, 2016, EQM’s gathering system included approximately 300 miles of high pressure gathering lines with approximately 1.8 Bcf oftotal firm gathering capacity and multiple interconnect points with EQM's transmission and storage system. EQM's gathering system also includedapproximately 1,500 miles of FERC-regulated low pressure gathering lines. Gathering revenues represented approximately 54%, 53% and 48% of totalrevenues for the years ended December 31, 2016, 2015 and 2014, respectively.In the ordinary course of its business, EQM pursues gathering expansion projects for affiliates and third party producers. EQM spent approximately$295 million on gathering projects in 2016 that added 155 MMcf per day of firm gathering capacity, primarily related to phase one of the Range ResourcesHeader Pipeline project and the NWV Gathering expansion. EQM increased gathered volumes by 21% and gathering revenues by 19% in 2016.In 2017, EQM will focus on the following gathering expansion projects:•Range Resources Header Pipeline. EQM expects to complete this project in the second quarter of 2017, including the installation ofapproximately 25 miles of pipeline and 32,000 horsepower compression. The pipeline is estimated to cost approximately $250 million andprovide total firm capacity of 600 MMcf per day, which is fully reserved under a ten-year firm capacity reservation commitment contract. EQMexpects to invest approximately $40 million on the project in 2017.•Affiliate Gathering Expansion. EQM expects to invest $200 million to $230 million in 2017 on gathering expansion projects supported byEQT Production development in the Marcellus. EQM plans to install approximately 30 miles of gathering pipeline and 10,000 horsepowercompression in its gathering systems across northern West Virginia and southwestern Pennsylvania during 2017.EQM has various firm gas gathering agreements which provide for firm reservation fees in certain high pressure development areas. Includingexpected future capacity from expansion projects that are not yet fully constructed but for which EQM had entered into firm gathering agreements,approximately 2.5 Bcf per day of firm gathering capacity was subscribed under firm gathering contracts as of December 31, 2016.7Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsOn EQM’s low pressure regulated gathering system, the typical gathering agreement has a one year term with month-to-month roll over provisionsterminable upon at least 30 days notice. The rates for gathering service on the regulated system are based on the maximum posted tariff rate and assessed onactual receipts into the gathering system. EQM also retains a percentage of wellhead natural gas receipts to recover natural gas used to run its compressorstations and other requirements on all of its gathering systems.Gathering SystemTransmission Business Segment As of December 31, 2016, EQM’s transmission and storage system included an approximately 950-mile FERC-regulated interstate pipeline thatconnects to six interstate pipelines and multiple distribution companies. The transmission system is supported by 18 associated natural gas storage reservoirswith approximately 645 MMcf per day of peak withdrawal capacity, 43 Bcf of working gas capacity and 41 compressor units, with total throughput capacityof approximately 4.3 Bcf per day as of December 31, 2016. Revenues associated with EQM’s transmission and storage system represented approximately46%, 47% and 52% of its total revenues for the years ended December 31, 2016, 2015 and 2014, respectively. In the ordinary course of its business, EQM pursues transmission projects aimed at profitably increasing system capacity. EQM investedapproximately $292 million on transmission and storage system infrastructure in 2016 including $214 million on the OVC project. EQM estimates a totalcost for the OVC project of approximately $365 million, excluding AFUDC. Total throughput capacity increased by approximately 700 MMcf in 2016 andrevenues increased by approximately $40 million and 13.5%.8Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsIn 2017, EQM will focus on the following transmission projects:•Mountain Valley Pipeline. The MVP Joint Venture is a joint venture with affiliates of each of NextEra Energy, Inc., Consolidated Edison, Inc.,WGL Holdings, Inc. and RGC Resources, Inc. EQM is the operator of the MVP and owned a 45.5% interest in the MVP Joint Venture as ofDecember 31, 2016. The 42 inch diameter MVP has a targeted capacity of 2.0 Bcf per day and is estimated to span 300-miles extending fromEQM's existing transmission and storage system in Wetzel County, West Virginia to Pittsylvania County, Virginia. As currently designed, theMVP is estimated to cost a total of $3.0 billion to $3.5 billion, excluding AFUDC, with EQM funding its proportionate share through capitalcontributions made to the joint venture. In 2017, EQM expects to provide capital contributions of $200 million to $500 million to the MVPJoint Venture, primarily in support of materials, land, engineering design, environmental work and construction activities. The MVP JointVenture has secured a total of 2.0 Bcf per day of firm capacity commitments at 20-year terms, including a 1.29 Bcf per day firm capacitycommitment by EQT, and is currently in negotiation with additional shippers who have expressed interest in the MVP project. The FERC issuedthe Draft Environmental Impact Statement for the project in September 2016 and is currently working to develop the Final EnvironmentalImpact Statement. The pipeline is targeted to be placed in-service during the fourth quarter of 2018.•Transmission Expansion. EQM plans to invest $60 million to $80 million on transmission expansion projects in 2017 including Equitransexpansion projects and modernization projects on the AVC facilities. The Equitrans expansion projects are designed to increase deliverablecapacity to EQM's Mobley hub, which is the origin of both the OVC and the MVP. The projects include additional compression, pipelinelooping and new header pipelines. In total, the projects are expected to add up to 1.5 Bcf per day of capacity by the end of 2018, consistent withthe target MVP in-service date. The AVC modernization project primarily consists of the replacement of approximately 20 miles of pipeline.EQM generally does not take title to the natural gas transported or stored for its customers and provides transmission and storage services in twomanners: firm service and interruptible service. The fixed monthly fee under a firm contract is referred to as a capacity reservation fee, which is recognizedratably over the contract period based on the contracted volume regardless of the amount of natural gas that is transported or stored. In addition to capacityreservation fees, EQM may also collect usage fees when a firm transmission customer uses the capacity it has reserved under these firm transmission contracts.Where applicable, the usage fees are assessed on the actual volume of natural gas transported on the system. A firm customer is billed an additional usage feeon volumes in excess of firm capacity when the level of natural gas received for delivery from the customer exceeds its reserved capacity. Customers are notassured capacity or service for volumes in excess of firm capacity on the applicable pipeline as these volumes have the same priority as interruptible service.Under interruptible service contracts, customers pay usage fees based on their actual utilization of assets. Customers that have executed interruptiblecontracts are not assured capacity or service on the applicable systems. To the extent that physical capacity that is contracted for firm service is not fullyutilized or excess capacity that has not been contracted for service exists, the system can allocate such capacity to interruptible services.Including expected future capacity from expansion projects that are not yet fully constructed but for which EQM has entered into firm contracts,approximately 4.7 Bcf per day of transmission capacity and 31.3 Bcf of storage capacity, respectively, were subscribed under firm transmission and storagecontracts as of December 31, 2016. As of December 31, 2016, approximately 92% of EQM's contracted transmission firm capacity was subscribed by customers under negotiated rateagreements under its tariff. The remaining 8% of EQM’s contracted transmission firm capacity was subscribed at the recourse rates under its tariff, which arethe maximum rates an interstate pipeline may charge for its services under its tariff.EQM has an acreage dedication from EQT pursuant to which EQM has the right to elect to transport on its transmission and storage system allnatural gas produced from wells drilled by EQT under an area covering approximately 60,000 acres in Allegheny, Washington and Greene counties inPennsylvania and Wetzel, Marion, Taylor, Tyler, Doddridge, Harrison and Lewis counties in West Virginia. EQT has a significant natural gas drillingprogram in these areas.9Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsTransmission and Storage System The following table provides a revenue breakdown by EQM business segment for the year ended December 31, 2016: Revenue Composition % Firm Contracts Interruptible Contracts CapacityReservation Usage Usage Charges Charges Fees TotalGathering 46% 5% 3% 54%Transmission 38% 6% 2% 46%For the year ended December 31, 2016, approximately 84% of total revenues derived from firm reservation fees. As a result, EQM believes that shortand medium term declines in volumes of gas produced, gathered, transported or stored on its systems will not have a significant impact on its results ofoperations, liquidity, financial position or ability to pay distributions because these firm reservation fees are paid regardless of volumes supplied to thesystem by customers. Longer term price declines could have an impact on customer creditworthiness and related ability to pay firm reservation fees underlong-term contracts which could impact EQM's results of operations, liquidity, financial position or ability to pay distributions. Additionally, long termdeclines in gas production in EQM's areas of operations would limit EQM's growth potential.10Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsStrategy EQM’s principal business objective is to increase the quarterly cash distributions that it pays to its unitholders over time while ensuring the ongoingstability of its business. EQM expects to achieve its principal business objective through the following business strategies: •Capitalizing on economically attractive organic growth opportunities. EQM believes that organic projects will be a key driver of growth in thefuture. EQM expects to grow its systems over time by meeting EQT’s and third party customers’ midstream service needs that result from theirdrilling activity in EQM’s areas of operations. EQT’s acreage dedication to EQM’s assets and EQT’s economic relationship with EQM provide aplatform for organic growth. In addition, EQM intends to leverage EQT’s knowledge of, and expertise in, the Marcellus, Upper Devonian andUtica Shales in order to target and efficiently execute economically attractive organic growth projects for third party customers, although EQTis under no obligation to share such knowledge and expertise with EQM. EQM will evaluate organic expansion and greenfield constructionopportunities in existing and new markets that it believes will increase the volume of gathering, transmission and storage capacity subscribedon its systems. As production increases in EQM's areas of operations, EQM believes that it will have a competitive advantage in pursuingeconomically attractive organic expansion projects.•Increasing access to existing and new delivery markets. EQM is actively working to increase delivery interconnects with interstate pipelines,neighboring LDCs, large industrial facilities and electric generation plants in order to increase access to existing and new markets for naturalgas consumption. In 2015, EQM began several multi-year transmission expansion projects to support Marcellus, Upper Devonian and UticaShale development, including the OVC which was placed in-service during the fourth quarter of 2016. Upon completion of the othertransmission expansion projects, EQM's transmission capacity is expected to exceed 5.0 Bcf per day by year-end 2018. Additionally, the MVPis expected to have at least 2.0 Bcf per day of capacity when it is complete.•Attracting additional third party volumes. EQM actively markets its midstream services to, and pursues strategic relationships with, third partyproducers in order to attract additional volumes and/or expansion opportunities. EQM believes that its connectivity to interstate pipelines aswell as its position as an early developer of midstream infrastructure within certain areas of the Marcellus, Upper Devonian and Utica Shales,will allow EQM to capture additional third party volumes in the future.•Focusing on stable, fixed-fee business. EQM intends to pursue additional opportunities to provide fixed-fee gathering, transmission andstorage services to EQT and third parties. This contract structure enhances the stability of EQM’s cash flows and limits its direct exposure tocommodity price risk. EQM will focus on obtaining additional long-term firm commitments from customers, which may include reservation-based fees, volume commitments and acreage dedications.EQM’s Relationship with EQT One of EQM’s principal attributes is its relationship with EQT. Headquartered in Pittsburgh, Pennsylvania, in the heart of the Appalachian Basin,EQT is an integrated energy company, with an emphasis on natural gas production, gathering and transmission. EQT conducts its business through threebusiness segments: EQT Production, EQT Gathering and EQT Transmission. EQT Production holds 13.5 Tcfe of proved natural gas, NGL and crude oilreserves across approximately 3.6 million gross acres, including approximately 790,000 gross acres in the Marcellus play, as of December 31, 2016. EQTGathering and EQT Transmission provide gathering, transmission and storage services for EQT’s produced gas, as well as for independent third parties acrossthe Appalachian Basin, through EQT's ownership and control of EQM. As of December 31, 2016, EQT GP Holdings, LP (NYSE: EQGP) and its subsidiaries (EQGP) owned a 1.8% general partner interest in EQM, all ofEQM’s incentive distribution rights and a 26.6% limited partner interest in EQM. As of December 31, 2016, EQT indirectly held 239,715,000 EQGP commonunits, representing a 90.1% limited partner interest, and 100% of the non-economic general partner interest in EQGP. Because of the significant interest inEQM that EQT owns through EQGP, EQT is positioned to directly benefit from committing additional natural gas volumes to EQM’s systems and fromfacilitating organic growth opportunities and accretive acquisitions for EQM. In addition, if EQT were to purchase assets or companies that containmidstream assets, EQT may make these assets available to EQM. However, EQT is under no obligation to make acquisition opportunities available to EQM,is not restricted from competing with EQM and may acquire, construct or dispose of midstream assets without any obligation to offer EQM the opportunity topurchase or construct these assets. 11Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsEQM believes that its relationship with EQT is advantageous for the following reasons: •EQT is a leader among exploration and production companies in the Appalachian Basin. A substantial portion of EQT’s drilling efforts inrecent years were focused on drilling horizontal wells in the Marcellus Shale formations of southwestern Pennsylvania and northern WestVirginia. For the year ended December 31, 2016, EQT reported total production sales volumes of 759.0 Bcfe, representing a 26% increasecompared to the year ended December 31, 2015. Approximately 87% of EQT’s total production in 2016 was from wells in the Marcellus Shale.EQT's Marcellus sales volumes were 31% higher for the year ended December 31, 2016 as compared to the year ended December 31, 2015. •EQT production growth supports EQM's development of organic expansion projects. EQT continues to expand its exploration and productionoperations in the Appalachian Basin, primarily in the Marcellus, Upper Devonian and Utica Shales. As this expansion increases into areas thatare currently underserved by midstream infrastructure, EQM expects it will have a competitive advantage in pursuing economically attractiveorganic expansion projects, which EQM believes will be a key driver of growth in the future.While EQM’s relationship with EQT may provide significant benefits, it may also become a source of potential conflicts. For example, EQT is notrestricted from competing with EQM. In addition, all of the executive officers and four of the directors of EQT Midstream Services, LLC, the general partnerof EQM (the EQM General Partner), also serve as officers and in two cases as directors of EQT, and these individuals face conflicts of interest, which includethe allocation of their time between EQM and EQT. For a description of EQM’s relationships with EQT, please read Item 13, “Certain Relationships andRelated Transactions, and Director Independence.” Markets and Customers EQT accounted for approximately 75%, 73% and 69% of EQM’s total revenues for the years ended December 31, 2016, 2015 and 2014,respectively. For the years ended December 31, 2016, 2015 and 2014, PNG Companies, LLC and its affiliates accounted for approximately 12%, 14% and16% of EQM's total revenues, respectively.Gathering Customers EQM’s gathering system has approximately 2,250 receipt points with natural gas producers. EQT represented approximately 96%, 96% and 94% ofEQM's gathering revenues for the years ended December 31, 2016, 2015 and 2014, respectively.Transmission Customers EQM provides natural gas transmission services for EQT and third parties, predominantly consisting of LDCs, marketers, producers and commercialand industrial users that EQM believes to be creditworthy. EQM’s transmission system serves not only adjacent markets in Pennsylvania, West Virginia andOhio but also provides its customers with access to high-demand end-user markets in the Mid-Atlantic, Northeastern and Midwestern United States through4.0 Bcf per day of delivery interconnect capacity with major interstate pipelines as of December 31, 2016. EQM provides storage services to a mix ofcustomers, including marketers and LDCs. EQM’s primary transmission customer is EQT. For the years ended December 31, 2016, 2015 and 2014, EQT and its affiliates accounted forapproximately 51%, 47% and 46%, respectively, of EQM's transmission and storage revenues. Additionally, for the years ended December 31, 2016, 2015and 2014, PNG Companies, LLC and its affiliates accounted for approximately 27%, 29% and 30% of EQM's transmission and storage revenues. Competition Key competitors for new gathering systems include companies that own major natural gas pipelines, independent gas gatherers and integratedenergy companies. Many of EQM’s competitors have capital resources and control supplies of natural gas greater than it does.Competition for natural gas transmission and storage volumes is primarily based on rates, customer commitment levels, timing, performance,commercial terms, reliability, service levels, location, reputation and fuel efficiencies. EQM’s principal competitors in its natural gas transmission and storagemarket include companies that own major natural gas pipelines. In addition, EQM competes with companies that are building high pressure gatheringfacilities that are not subject to12Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsFERC jurisdiction to move volumes to interstate pipelines. EQT also owns high pressure gathering facilities and in the future may construct additionalnatural gas transmission pipelines and high pressure gathering facilities. Major pipeline natural gas transmission companies that compete with EQM alsohave existing storage facilities connected to their transmission systems that compete with certain of EQM’s storage facilities. Pending and future third partyconstruction projects, if and when brought on-line, may also compete with EQM’s natural gas transmission and storage services. These third party projectsmay include FERC-certificated expansions and greenfield construction projects.Regulatory EnvironmentFERC Regulation EQM’s interstate natural gas transmission and storage operations are regulated by the FERC under the NGA, the NGPA and the Energy Policy Act of2005. EQM’s regulated system operates under tariffs approved by the FERC that establish rates, cost recovery mechanisms and the terms and conditions ofservice to its customers. Generally, the FERC’s authority extends to: • rates and charges for natural gas transmission, storage and FERC-regulated gathering services;• certification and construction of new interstate transmission and storage facilities;• abandonment of interstate transmission and storage services and facilities;• maintenance of accounts and records;• relationships between pipelines and certain affiliates;• terms and conditions of services and service contracts with customers;• depreciation and amortization policies;• acquisition and disposition of interstate transmission and storage facilities; and• initiation and discontinuation of interstate transmission and storage services. EQM holds certificates of public convenience and necessity for its transmission and storage system issued by the FERC pursuant to Section 7 of theNGA covering rates, facilities, activities and services. These certificates require EQM to provide open-access services on its interstate pipeline and storagefacilities on a non-discriminatory basis to all customers that qualify under the FERC gas tariffs. In addition, under Section 8 of the NGA, the FERC has thepower to prescribe the accounting treatment of certain items for regulatory purposes. Thus, the books and records of EQM’s interstate pipeline and storagefacilities may be periodically audited by the FERC. The FERC regulates the rates and charges for transmission and storage in interstate commerce. Under the NGA, rates charged by interstate pipelinesmust be just and reasonable. The recourse rate that EQM may charge for its services is established through the FERC’s cost-of-service ratemaking process. Generally, themaximum filed recourse rates for interstate pipelines are based on the cost of providing that service including recovery of and a return on the pipeline’s actualprudent historical cost of investment. Key determinants in the ratemaking process include the depreciated capital costs of the facilities, the costs of providingservice, the allowed rate of return and income tax allowance, as well as volume throughput and contractual capacity commitment assumptions. The maximumapplicable recourse rates and terms and conditions for service are set forth in the pipeline’s FERC-approved tariff. Rate design and the allocation of costs alsocan impact a pipeline’s profitability. While the ratemaking process establishes the maximum rate that can be charged, interstate pipelines such as EQM’stransmission and storage system are permitted to discount their firm and interruptible rates without further FERC authorization down to the variable cost ofperforming service, provided they do not “unduly discriminate.” In addition, pipelines are allowed to negotiate different rates with their customers, asdescribed later in this section. Pursuant to the NGA, changes to rates or terms and conditions of service can be proposed by a pipeline company under Section 4, or the existinginterstate transmission and storage rates or terms and conditions of service may be challenged by a complaint filed by interested persons including customers,state agencies or the FERC under Section 5. Rate increases proposed by a pipeline may be allowed to become effective subject to refund and/or a period ofsuspension, while rates or terms and conditions of service which are the subject of a complaint under Section 5 are subject to prospective change by theFERC. Rate increases proposed by a regulated interstate pipeline may be challenged and such increases may ultimately be rejected by the FERC. Anysuccessful challenge against existing or proposed rates charged for EQM’s transmission and storage services could have a material adverse effect on itsbusiness, financial condition, results of operations, liquidity and ability to make distributions to its unitholders. 13Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsEQM’s interstate pipeline may also use negotiated rates which could involve rates above or below the recourse rate or rates that are subject to adifferent rate structure than the rates specified in EQM's interstate pipeline tariffs, provided that the affected customers are willing to agree to such rates andthat the FERC has approved the negotiated rate agreement. A prerequisite for allowing the negotiated rates is that negotiated rate customers must have hadthe option to take service under the pipeline’s recourse rates. As of December 31, 2016, approximately 92% of the system’s contracted firm transportationcapacity was committed under negotiated rate contracts. Some negotiated rate transactions are designed to fix the negotiated rate for the term of the firmtransportation agreement and the fixed rate is generally not subject to adjustment for increased or decreased costs occurring during the contract term. FERC regulations also extend to the terms and conditions set forth in agreements for transmission and storage services executed between interstatepipelines and their customers. These service agreements are required to conform, in all material respects, with the form of service agreements set forth in thepipeline’s FERC-approved tariff. In the event that the FERC finds that an agreement, in whole or part, is materially non-conforming, it could reject theagreement, require EQM to seek modification of the agreement or require EQM to modify its applicable tariff so that the non-conforming provisions aregenerally available to all customers. FERC Regulation of Gathering Rates and Terms of Service While the FERC does not generally regulate the rates and terms of service over facilities determined to be performing a natural gas gatheringfunction, it has traditionally regulated rates charged by interstate pipelines for gathering services performed on the pipeline’s own gathering facilities whenthose gathering services are performed in connection with jurisdictional interstate transmission facilities. EQM maintains rates and terms of service in its tarifffor unbundled gathering services performed on its gathering facilities in connection with the transmission service. Just as with rates and terms of service fortransmission and storage services, EQM’s rates and terms of services for its FERC-regulated low pressure gathering system may be challenged by complaintand are subject to prospective change by the FERC. Rate increases and changes to terms and conditions of service EQM proposes for its FERC-regulated lowpressure gathering service may be protested, and such increases or changes can be delayed and may ultimately be rejected by the FERC.Section 1(b) of the NGA exempts certain natural gas gathering facilities from regulation by the FERC under the NGA. EQM believes that its highpressure gathering systems meet the traditional tests the FERC has used to establish a pipeline’s status as an exempt gatherer not subject to regulation as anatural gas company. However, the distinction between FERC-regulated transmission services and federally unregulated gathering services is the subject ofongoing litigation in the industry, so the classification and regulation of these systems are subject to change based on future determinations by the FERC, thecourts or the U.S. Congress. Pipeline Safety and Maintenance EQM’s interstate natural gas pipeline system is subject to regulation by PHMSA. PHMSA has established safety requirements pertaining to thedesign, installation, testing, construction, operation and maintenance of gas pipeline facilities, including requirements that pipeline operators develop awritten qualification program for individuals performing covered tasks on pipeline facilities and implement pipeline integrity management programs. Theseintegrity management plans require more frequent inspections and other preventive measures to ensure safe operation of oil and natural gas transportationpipelines in “high consequence areas,” such as high population areas or facilities that are hard to evacuate and areas of daily concentrations of people. Notwithstanding the investigatory and preventative maintenance costs incurred in EQM’s performance of customary pipeline managementactivities, EQM may incur significant additional expenses if anomalous pipeline conditions are discovered or more stringent pipeline safety requirements areimplemented. For example, in April 2016, PHMSA published a notice of proposed rulemaking addressing several integrity management topics and proposingnew requirements to address safety issues for natural gas transmission and gathering lines. The proposed rule would strengthen existing integrity managementrequirements, expand assessment and repair requirements to pipelines in areas with medium population densities and extend regulatory requirements toonshore gas gathering lines that are currently exempt. Further, in June 2016, President Obama signed the Protecting Our Infrastructure of Pipelines andEnhancing Safety Act of 2016 (2016 Pipeline Safety Act), extending PHMSA’s statutory mandate under prior legislation through 2019. In addition, the 2016Pipeline Safety Act empowered PHMSA to address imminent hazards by imposing emergency restrictions, prohibitions and safety measures on owners andoperators of gas or hazardous liquid pipeline facilities without prior notice or an opportunity for a hearing and also required PHMSA to develop new safetystandards for natural gas storage facilities by June 2018. Pursuant to those provisions of the 2016 Pipeline Safety Act, in October 2016 and December 2016,PHMSA issued two separate Interim Final Rules that expanded the agency’s authority to impose emergency restrictions, prohibitions and safety measures andstrengthened the rules14Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsrelated to underground natural gas storage facilities, including well integrity, wellbore tubing and casing integrity. Most recently, on January 13, 2017,PHMSA promulgated a new final rule regarding hazardous liquid pipelines, which increases the quality and frequency of tests that assess the condition ofpipelines, requires operators to annually evaluate the existing protective measures in place for pipeline segments in high consequence areas (HCAs), extendscertain leak detection requirements for hazardous liquid pipelines not located in HCAs, and expands the list of conditions that require immediate repair.EQM is monitoring and evaluating the effect of these and other emerging requirements on its operations.States are generally preempted by federal law in the area of pipeline safety, but state agencies may qualify to assume responsibility for enforcingfederal regulations over intrastate pipelines. They may also promulgate additive pipeline safety regulations provided that the state standards are at least asstringent as the federal standards. Although many of EQM's natural gas facilities fall within a class that is not subject to integrity management requirements,EQM may incur significant costs and liabilities associated with repair, remediation, preventive or mitigation measures associated with its non-exempttransmission pipelines. The costs, if any, for repair, remediation, preventive or mitigating actions that may be determined to be necessary as a result of thetesting program, as well as lost cash flows resulting from shutting down EQM's pipelines during the pendency of such actions, could be material.Should EQM fail to comply with DOT regulations, it could be subject to penalties and fines. PHMSA has the statutory authority to impose civilpenalties for pipeline safety violations up to a maximum of $200,000 per day for each violation and $2,000,000 for a related series of violations. Thismaximum penalty authority established by statute will continue to be adjusted periodically to account for inflation. In addition, EQM may be required tomake additional maintenance capital expenditures in the future for similar regulatory compliance initiatives that are not reflected in its forecastedmaintenance capital expenditures.EQM believes that its operations are in substantial compliance with all existing federal, state and local pipeline safety laws and regulations.However, the adoption of new laws and regulations, such as those proposed by PHMSA, could result in significant added costs or delays in service or thetermination of projects, which could have a material adverse effect on EQM in the future. Environmental MattersGeneral. EQM’s operations are subject to stringent federal, state and local laws and regulations relating to the protection of the environment. Theselaws and regulations can restrict or impact EQM’s business activities in many ways, such as:•requiring the acquisition of various permits to conduct regulated activities;•requiring the installation of pollution-control equipment or otherwise restricting the way EQM can handle or dispose of its wastes;•limiting or prohibiting construction activities in sensitive areas, such as wetlands, coastal regions or areas inhabited by endangered orthreatened species; and•requiring investigatory and remedial actions to mitigate or eliminate pollution conditions caused by EQM’s operations or attributable to formeroperations.In addition, EQM’s operations and construction activities are subject to county and local ordinances that restrict the time, place or manner in whichthose activities may be conducted so as to reduce or mitigate nuisance-type conditions, such as, for example, excessive levels of dust or noise or increasedtraffic congestion.Failure to comply with these laws and regulations may trigger a variety of administrative, civil and criminal enforcement measures, including theassessment of monetary penalties, the imposition of investigatory and remedial obligations and the issuance of orders enjoining future operations orimposing additional compliance requirements. Also, certain environmental statutes impose strict, and in some cases joint and several, liability for the cleanupand restoration of sites where hydrocarbons or wastes have been disposed or otherwise released. Consequently, EQM may be subject to environmentalliability at its currently owned or operated facilities for conditions caused by others prior to its involvement.EQM has implemented programs and policies designed to keep its pipelines and other facilities in compliance with existing environmental laws andregulations, and EQM does not believe that its compliance with such legal requirements will have a material adverse effect on its business, financialcondition, results of operations, liquidity or ability to make distributions to its unitholders. Nonetheless, the trend in environmental regulation is to placemore restrictions and limitations on activities that may affect the environment. Thus, there can be no assurance as to the amount or timing of futureexpenditures for environmental compliance or remediation, and actual future expenditures may be significantly in excess of the amounts EQM15Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentscurrently anticipates. For example, in October 2015, the EPA revised the National Ambient Air Quality Standards (NAAQS) for ozone from 75 parts perbillion for the current 8 hour primary and secondary ozone standards to 70 parts per billion for both standards. In addition, in May 2016, the EPA finalizedrules that impose volatile organic compound emissions limits on certain oil and natural gas operations that were previously unregulated, includinghydraulically fractured oil wells, as well as methane emissions limits for certain new or modified oil and natural gas emissions sources. EQM tries toanticipate future regulatory requirements that might be imposed and plan accordingly to remain in compliance with changing environmental laws andregulations and to minimize the costs of such compliance. While EQM believes that it is in substantial compliance with existing environmental laws andregulations, there is no assurance that the current conditions will continue in the future.Below is a discussion of several of the material environmental laws and regulations, as amended from time to time, that relate to EQM’s business.Hazardous Substances and Waste. CERCLA and comparable state laws impose liability, without regard to fault or the legality of the originalconduct, on certain classes of persons who are considered to be responsible for the release of a “hazardous substance” into the environment. These personsinclude current and prior owners or operators of the site where a release of hazardous substances occurred and companies that transported, disposed orarranged for the transportation or disposal of the hazardous substances found at the site. Under CERCLA, these “responsible persons” may be subject to strictand joint and several liability for the costs of cleaning up the hazardous substances that have been released into the environment, for damages to naturalresources and for the costs of certain health studies. CERCLA also authorizes the EPA and, in some instances, third parties to act in response to threats to thepublic health or the environment and to seek to recover from the responsible classes of persons the costs they incur. It is not uncommon for neighboringlandowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances or other pollutantsreleased into the environment. EQM generates materials in the course of its ordinary operations that are regulated as “hazardous substances” under CERCLAor similar state laws and, as a result, may be jointly and severally liable under CERCLA, or such laws, for all or part of the costs required to clean up sites atwhich these hazardous substances have been released into the environment.EQM also generates solid wastes, including hazardous wastes, which are subject to the requirements of the RCRA, and comparable state statutes.While RCRA regulates both solid and hazardous wastes, it imposes strict requirements on the generation, storage, treatment, transportation and disposal ofhazardous wastes. In the ordinary course of EQM’s operations, EQM generates wastes constituting solid waste and, in some instances, hazardous wastes.While certain petroleum production wastes are excluded from RCRA’s hazardous waste regulations, it is possible that these wastes will in the future bedesignated as “hazardous wastes” and be subject to more rigorous and costly disposal requirements, which could have a material adverse effect on EQM’smaintenance capital expenditures and operating expenses.EQM owns, leases or operates properties where petroleum hydrocarbons are being or have been handled for many years. EQM has generally utilizedoperating and disposal practices that were standard in the industry at the time, although petroleum hydrocarbons or other wastes may have been disposed ofor released on or under the properties owned, leased or operated by EQM, or on or under the other locations where these petroleum hydrocarbons and wasteshave been transported for treatment or disposal. In addition, certain of these properties have been operated by third parties whose treatment and disposal orrelease of petroleum hydrocarbons and other wastes was not under EQM’s control. These properties and the wastes disposed thereon may be subject toCERCLA, RCRA and analogous state laws. Under these laws, EQM could be required to remove or remediate previously disposed wastes (including wastesdisposed of or released by prior owners or operators), to clean up contaminated property (including contaminated groundwater) or to perform remedialoperations to prevent future contamination.Air Emissions. The federal Clean Air Act and comparable state laws and regulations restrict the emission of air pollutants from various industrialsources, including EQM’s compressor stations, and also impose various monitoring and reporting requirements. Such laws and regulations may require thatEQM obtain pre-approval for the construction or modification of certain projects or facilities, obtain and strictly comply with air permits containing variousemissions and operational limitations and utilize specific emission control technologies to limit emissions. EQM’s failure to comply with these requirementscould subject it to monetary penalties, injunctions, conditions or restrictions on operations and, potentially, criminal enforcement actions. EQM may berequired to incur certain capital expenditures in the future for air pollution control equipment in connection with obtaining and maintaining permits andapprovals for air emissions. Compliance with these requirements may require modifications to certain of EQM’s operations, including the installation of newequipment to control emissions from EQM's compressors that could result in significant costs, including increased capital expenditures and operating costs,and could adversely impact EQM’s business.Climate Change. Legislative and regulatory measures to address climate change and greenhouse gas (GHG) emissions are in various phases ofdiscussion or implementation. The EPA regulates GHG emissions from new and modified facilities that16Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsare potential major sources of criteria pollutants under the Clean Air Act’s Prevention of Significant Deterioration and Title V programs.The U.S. Congress, along with federal and state agencies, have considered measures to reduce the emissions of GHGs. Legislation or regulation thatrestricts carbon emissions could increase EQM’s cost of environmental compliance by requiring EQM to install new equipment to reduce emissions fromlarger facilities and/or purchase emission allowances. Climate change and GHG legislation or regulation could also delay or otherwise negatively affectefforts to obtain permits and other regulatory approvals with regard to existing and new facilities or impose additional monitoring and reportingrequirements. For example, in October 2015, the EPA expanded the petroleum and natural gas system sources for which annual GHG emissions reportingwould be required. Also, in December 2016, the EPA sent Information Collection Requests to certain segments of the oil and gas industry requestingextensive information regarding methane emissions that may be used by the EPA to draft climate change regulations. Conversely, legislation or regulationthat sets a price on or otherwise restricts carbon emissions could also benefit EQM by increasing demand for natural gas because the combustion of naturalgas results in substantially fewer carbon emissions per Btu of heat generated than other fossil fuels such as coal. The effect on EQM of any new legislative orregulatory measures will depend on the particular provisions that are ultimately adopted.Water Discharges. The federal Clean Water Act and analogous state laws impose restrictions and strict controls regarding the discharge of pollutantsor dredged and fill material into state waters as well as waters of the U.S., including adjacent wetlands. The discharge of pollutants into regulated waters isprohibited, except in accordance with the terms of permits issued by the EPA, the Army Corps of Engineers or an analogous state agency. Spill prevention,control and countermeasure requirements of federal laws require appropriate containment berms and similar structures to help prevent the contamination ofregulated waters in the event of a hydrocarbon spill, rupture or leak. In addition, the Clean Water Act and analogous state laws require individual permits orcoverage under general permits for discharges of storm water runoff from certain types of facilities. Federal and state regulatory agencies can imposeadministrative, civil and criminal penalties for non-compliance with discharge permits or other requirements of the Clean Water Act and analogous state laws.EQM believes that compliance with existing permits and foreseeable new permit requirements will not have a material adverse effect on its business, financialcondition, results of operations, liquidity or ability to make distributions to its unitholders.National Environmental Policy Act. The construction of interstate natural gas transportation pipelines pursuant to the NGA requires authorizationfrom the FERC. FERC actions are subject to the National Environmental Policy Act (NEPA). NEPA requires federal agencies, such as the FERC, to evaluatemajor agency actions having the potential to significantly impact the environment. In the course of such evaluations, an agency will either prepare anenvironmental assessment that assesses the potential direct, indirect and cumulative impacts of a proposed project or, if necessary, a more detailedEnvironmental Impact Statement that may be made available for public review and comment. Any proposed plans for future construction activities thatrequire FERC authorization will be subject to the requirements of NEPA. This process has the potential to significantly delay or limit, and increase the costof, development of midstream infrastructure.Endangered Species Act. The federal Endangered Species Act (ESA) restricts activities that may adversely affect endangered and threatened speciesor their habitats. Federal agencies are required to ensure that any action authorized, funded or carried out by them is not likely to jeopardize the continuedexistence of listed species or modify their critical habitat. While some of EQM’s facilities are located in areas that are designated as habitats for endangered orthreatened species, EQM believes that it is in substantial compliance with the ESA. In addition, the designation of previously unprotected species as beingendangered or threatened, or the designation of previously unprotected areas as a critical habitat for such species, could cause EQM to incur additional costs,result in delays in construction of pipelines and facilities, or cause EQM to become subject to operating restrictions in areas where the species are known toexist. For example, the U.S. Fish and Wildlife Service continues to receive hundreds of petitions to consider listing additional species as endangered orthreatened and is being regularly sued or threatened with lawsuits to address these petitions. Some of these legal actions may result in species ultimatelybeing listed that are located in areas in which EQM operates.Employee Health and Safety. EQM is subject to a number of federal and state laws and regulations, including the federal Occupational Safety andHealth Act (OSHA) and comparable state statutes, whose purpose is to protect the health and safety of workers. In addition, the OSHA hazard communicationstandard, the EPA community “right-to-know” regulations and comparable state laws and regulations require that information be maintained concerninghazardous materials used or produced in EQM’s operations and that this information be provided to employees, state and local government authorities andcitizens. EQM believes that it is in substantial compliance with all applicable laws and regulations relating to worker health and safety.17Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsSeasonalityWeather impacts natural gas demand for power generation and heating purposes. Peak demand for natural gas typically occurs during the wintermonths as a result of the heating load.Title to Properties and Rights-of-Way EQM’s real property falls into two categories: (i) parcels that it owns in fee and (ii) parcels in which its interest derives from leases, easements, rights-of-way, permits or licenses from landowners or governmental authorities permitting the use of such land for EQM’s operations. Certain lands on which EQM’spipelines and facilities are located are owned by EQM in fee title, and it believes that it has satisfactory title to these lands. The remainder of the lands onwhich EQM’s pipelines and facilities are located are held by EQM pursuant to surface leases or easements between EQM, as lessee or grantee, and therespective fee owners of the lands, as lessors or grantors. EQM has held, leased or owned many of these lands for many years without any material challengeknown to EQM relating to the title to the land upon which the assets are located, and EQM believes that it has satisfactory leasehold estates, easementinterests or fee ownership to such lands. EQM believes that it has satisfactory title to all of its material leases, easements, rights-of-way, permits and licenses,and EQM has no knowledge of any material challenge to its title to such assets or their underlying fee title. There are, however, certain lands within EQM’s storage pools as to which it does not currently have real property rights, some of which is subject toongoing acquisition negotiations or condemnation proceedings. In accordance with EQM’s FERC certificates, the geological formations within which itspermitted storage facilities are located cannot be used by third parties in any way that would detrimentally affect its storage operations, and EQM has thepower of eminent domain with respect to the acquisition of necessary real property rights to use such storage facilities. Insurance EQM generally shares insurance coverage with EQT. EQM reimburses EQT for the cost of the insurance pursuant to the terms of EQM's omnibusagreement with EQT. The insurance program includes excess liability insurance, auto liability insurance, workers’ compensation insurance and propertyinsurance. In addition, EQM has procured separate general liability and directors and officers liability policies. All insurance coverage is in amountsmanagement believes to be reasonable and appropriate.Facilities EQT leases its corporate offices in Pittsburgh, Pennsylvania. Pursuant to the EQM omnibus agreement, EQM pays a proportionate share of EQT’scosts to lease the building. Employees EQM does not have any employees. EQM is managed by the directors and officers of its general partner. All executive management personnel of theEQM General Partner are officers of EQT and devote the portion of their time to EQM’s business and affairs that is required to manage and conduct itsoperations. The daily business operations of EQM are conducted by EQT Gathering, LLC (EQT Gathering), one of EQT’s operating subsidiaries. Under theterms of the omnibus agreement with EQT, EQM reimburses EQT for the provision of general and administrative services for its benefit, for direct expensesincurred by EQT on EQM’s behalf, for expenses allocated to EQM as a result of it being a public entity and for operation and management services providedby EQT Gathering. Availability of Reports EQM makes certain filings with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-Kand all amendments and exhibits to those reports, available free of charge through its website, http://www.eqtmidstreampartners.com, as soon as reasonablypracticable after the date they are filed with, or furnished to, the SEC. The filings are also available at the SEC’s Public Reference Room at 100 F Street, N.E.,Washington, D.C. 20549 or by calling 1-800-SEC-0330. These filings are also available on the internet at http://www.sec.gov. 18Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsComposition of Segment Operating RevenuesPresented below are operating revenues by segment as a percentage of total operating revenues of EQM. For the year ended December 31, 2016 2015 2014Gathering operating revenues 54% 53% 48%Transmission operating revenues 46% 47% 52% Financial Information about Segments See Note 4 to the consolidated financial statements for financial information by business segment including, but not limited to, revenues fromexternal customers, operating income and total assets, which information is incorporated herein by reference. Jurisdiction and Year of Formation EQT Midstream Partners, LP is a Delaware limited partnership formed in January 2012. Financial Information about Geographic Areas All of EQM’s assets and operations are located in the continental United States.19Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsItem 1A. Risk Factors In addition to the other information contained in this Annual Report on Form 10-K, the following risk factors should be considered in evaluating ourbusiness and future prospects. Please note that additional risks not presently known to us or that are currently considered immaterial may also have anegative impact on our business and operations. If any of the events or circumstances described below actually occurs, our business, financial condition,results of operations, liquidity or ability to make distributions could suffer and the trading price of our common units could decline. Risks Inherent in Our Business We depend on EQT for a substantial majority of our revenues and future growth. Therefore, we are indirectly subject to the business risks of EQT. Wehave no control over EQT’s business decisions and operations, and EQT is under no obligation to adopt a business strategy that favors us. Historically, we have provided a substantial percentage of our natural gas gathering, transmission and storage services to EQT. EQT accounted forapproximately 75% of our revenues for the year ended December 31, 2016. We expect to derive a substantial majority of our revenues from EQT for theforeseeable future. Therefore, any event, whether in our areas of operations or otherwise, that adversely affects EQT’s production, financial condition,leverage, results of operations or cash flows may adversely affect our ability to sustain or increase cash distributions to our unitholders. Accordingly, we areindirectly subject to the business risks of EQT, including the following: •natural gas price volatility or a sustained period of lower commodity prices may have an adverse effect on EQT's drilling operations, revenue,profitability, future rate of growth and liquidity;•a reduction in or slowing of EQT's anticipated drilling and production schedule, which would directly and adversely impact demand for ourservices;•infrastructure capacity constraints and interruptions;•risks associated with the operation of EQT's wells, pipelines and facilities, including potential environmental liabilities;•the availability of capital on a satisfactory economic basis to fund EQT's operations;•EQT's ability to identify exploration, development and production opportunities based on market conditions;•uncertainties inherent in projecting future rates of production;•EQT's ability to develop additional reserves that are economically recoverable, to optimize existing well production and to sustain production;•adverse effects of governmental and environmental regulation and negative public perception regarding EQT's operations;•the loss of key personnel; and•risk associated with cyber security threats. EQT may reduce its capital spending in the future based on commodity prices or other factors. Unless we are successful in attracting significantunaffiliated third party customers, our ability to maintain or increase the capacity subscribed and volumes transported under service arrangements on ourgathering and transmission systems will be dependent on receiving consistent or increasing commitments from EQT. While EQT has dedicated acreage to,and entered into long-term firm gathering and transmission contracts on, our systems, it may determine in the future that drilling in areas outside of ourcurrent areas of operations is strategically more attractive to it and it is under no contractual obligation to maintain its production dedicated to us. EQT mayalso acquire production assets or acreage that are dedicated to third party systems. A reduction in the capacity subscribed or volumes transported or gatheredon our systems by EQT could have a material adverse effect on our business, financial condition, results of operations and ability to make quarterly cashdistributions to our unitholders.Please see Item 1A, “Risk Factors” in EQT’s Annual Report on Form 10-K for the year ended December 31, 2016 (which is not, and shall not bedeemed to be, incorporated by reference herein) for a full discussion of the risks associated with EQT’s business. We may not have sufficient cash from operations following the establishment of cash reserves and payment of fees and expenses, including costreimbursements to EQT and its affiliates, to enable us to pay quarterly cash distributions to our unitholders. In order to pay the announced fourth quarter 2016 distribution of $0.85 per unit per quarter, or $3.40 per unit on an annualized basis, we will requireavailable cash (as defined in Note 7 to the consolidated financial statements) of approximately20Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents$97.8 million per quarter, or $391.3 million per year, based on the number of common and general partner units and the incentive distribution rights (IDRs)outstanding at December 31, 2016. We may not have sufficient available cash each quarter to enable us to pay the quarterly cash distribution. The amount ofcash we can distribute on our units principally depends upon the amount of cash we generate from our operations, which will fluctuate from quarter to quarterbased on, among other things:•the rates we charge for our gathering, transmission and storage services;•the level of firm gathering, transmission and storage capacity sold and volumes of natural gas we gather, transport and store for our customers;•regional, domestic and foreign supply and perceptions of supply of natural gas; the level of demand and perceptions of demand in our end-usemarkets; and actual and anticipated future prices of natural gas and other commodities (and the volatility thereof), which may impact our abilityto renew and replace firm gathering, transmission and storage agreements;•the effect of seasonal variations in temperature on the amount of natural gas that we gather, transport and store;•the level of competition from other midstream energy companies in our geographic markets;•the creditworthiness of our customers;•restrictions contained in our joint venture agreements;•the level of our operating, maintenance and general and administrative costs;•regulatory action affecting the supply of, or demand for, natural gas, the rates we can charge on our assets, how we contract for services, ourexisting contracts, our operating costs or our operating flexibility; and•prevailing economic conditions. In addition, the actual amount of cash we will have available for distribution will depend on other factors, including: •the level and timing of capital expenditures we make;•the level of our operating and general and administrative expenses, including reimbursements to our general partner and its affiliates, includingEQT, for services provided to us;•the cost of acquisitions, if any;•our debt service requirements and other liabilities;•fluctuations in our working capital needs;•our ability to borrow funds and access capital markets on satisfactory terms;•restrictions on distributions contained in our debt agreements;•the amount of cash reserves established by our general partner; and•other business risks affecting our cash levels. Our natural gas gathering, transmission and storage services are subject to extensive regulation by federal, state and local regulatory authorities.Changes or additional regulatory measures adopted by such authorities could have a material adverse effect on our business, financial condition,results of operations, liquidity and ability to make distributions. Our interstate natural gas transmission and storage operations are regulated by the FERC under the NGA, the NGPA and the Energy Policy Act of2005. Certain portions of our gathering operations are also rate-regulated by the FERC in connection with our interstate transmission operations. Our FERC-regulated systems operate under tariffs approved by the FERC that establish rates, cost recovery mechanisms and terms and conditions of service to ourcustomers. Generally, the FERC’s authority extends to: •rates and charges for our natural gas transmission and storage and FERC-regulated gathering services;•certification and construction of new interstate transmission and storage facilities;•abandonment of interstate transmission and storage services and facilities;•maintenance of accounts and records;•relationships between pipelines and certain affiliates;•terms and conditions of services and service contracts with customers;•depreciation and amortization policies;•acquisitions and dispositions of interstate transmission and storage facilities; and•initiation and discontinuation of interstate transmission and storage services. Interstate pipelines may not charge rates or impose terms and conditions of service that, upon review by the FERC, are found to be unjust andunreasonable or unduly discriminatory. The recourse rate that may be charged by our interstate pipeline for its transmission and storage services isestablished through the FERC’s ratemaking process. The maximum applicable recourse rate and terms and conditions for service are set forth in our FERC-approved tariffs.21Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsPursuant to the NGA, existing interstate transmission and storage rates and terms and conditions of service may be challenged by complaint and aresubject to prospective change by the FERC. Additionally, rate increases and changes to terms and conditions of service proposed by a regulated interstatepipeline may be protested and such increases or changes can be delayed and may ultimately be rejected by the FERC. We currently hold authority from theFERC to charge and collect (i) “recourse rates,” which are the maximum rates an interstate pipeline may charge for its services under its tariff, (ii) “negotiatedrates,” which involve rates above or below the "recourse rates," provided that the affected customers are willing to agree to such rates and that the FERC hasapproved the negotiated rate agreement, and (iii) market-based rates for some of our storage services from which we derive a small portion of our revenues. Asof December 31, 2016, approximately 92% of our system’s contracted firm transmission capacity was committed under such “negotiated rate” contracts,rather than recourse, discount or market rate contracts. There can be no guarantee that we will be allowed to continue to operate under such rate structures forthe remainder of those assets’ operating lives. Any successful challenge against rates charged for our transmission and storage services could have a materialadverse effect on our business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to our unitholders. While the FERC does not generally regulate the rates and terms of service over facilities determined to be performing a natural gas gatheringfunction, the FERC has traditionally regulated rates charged by interstate pipelines for gathering services performed on the pipeline’s own gathering facilitieswhen those gathering services are performed in connection with jurisdictional interstate transmission facilities. We maintain rates and terms of service in ourtariff for unbundled gathering services performed on a portion of our gathering facilities that are connected to our transmission and storage system. Just aswith rates and terms of service for transmission and storage services, our rates and terms of services for our FERC-regulated gathering services may bechallenged by complaint and are subject to prospective change by the FERC. Rate increases and changes to terms and conditions of service which wepropose for our FERC-regulated gathering services may be protested, and such increases or changes can be delayed and may ultimately be rejected by theFERC. The FERC’s jurisdiction extends to the certification and construction of interstate transmission and storage facilities, including, but not limited to,acquisitions, facility maintenance, expansions, and abandonment of facilities and services. While the FERC exercises jurisdiction over the rates and terms ofservice for our FERC-regulated gathering services, these gathering facilities are not subject to the FERC’s certification and construction authority. Prior tocommencing construction of new or existing interstate transmission and storage facilities, an interstate pipeline must obtain a certificate authorizing theconstruction, or file to amend its existing certificate, from the FERC. Typically, a significant expansion project requires review by a number of governmentalagencies, including state and local agencies, whose cooperation is important in completing the regulatory process on schedule. Any agency's delay in theissuance of, or refusal to issue, authorizations or permits for one or more of these projects may mean that we will not be able to pursue these projects or thatthey will be constructed in a manner or with capital requirements that we did not anticipate. Such delays, refusals or resulting modifications to projects couldmaterially and negatively impact the revenues and costs expected from these projects or cause us to abandon planned projects. FERC regulations also extend to the terms and conditions set forth in agreements for transmission and storage services executed between interstatepipelines and their customers. These service agreements are required to conform, in all material respects, with the forms of service agreements set forth in thepipeline’s FERC-approved tariff. Non-conforming agreements must be filed with, and accepted by, the FERC. In the event that the FERC finds that anagreement is materially non-conforming, in whole or in part, it could reject the agreement or require us to seek modification, or alternatively require us tomodify our tariff so that the non-conforming provisions are generally available to all customers. Under current policy, the FERC permits interstate pipelines to include an income tax allowance in the cost-of-service used as the basis forcalculating their regulated rates. For pipelines owned by partnerships or limited liability companies taxed as partnerships for federal income tax purposes, thetax allowance will reflect the actual or potential income tax liability on the FERC-jurisdictional income attributable to all partnership or limited liabilitycompany interests if the ultimate owner of the interest has an actual or potential income tax liability on such income. The FERC will determine, on a case-by-case basis, whether the owners of an interstate pipeline have such actual or potential income tax liability. In a future rate case, we may be required todemonstrate the extent to which inclusion of an income tax allowance in the applicable cost-of-service is permitted under the current income tax allowancepolicy. In addition, the FERC’s income tax allowance policy is frequently the subject of challenge, and we cannot predict whether the FERC or a reviewingcourt will alter the existing policy. In July 2016, in United Airlines, Inc. v. FERC, the United States Court of Appeals for the District of Columbia Circuit(D.C. Circuit) vacated a pair of FERC orders to the extent they permitted an interstate refined petroleum products pipeline owned by a master limitedpartnership to include an income tax allowance in its cost-of-service-based rates. The D.C. Circuit held that the FERC had failed to demonstrate that theinclusion of an income tax allowance in the pipeline’s rates would not lead to an over-recovery of costs attributable to regulated service. The D.C. Circuitinstructed the FERC on remand to fashion a remedy to ensure that the pipeline’s rates do not allow it to over-recover its costs. In response to the D.C. Circuit'sremand, in December 2016, the FERC22Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsissued a Notice of Inquiry seeking comments regarding how to address any double recovery resulting from the FERC's current income tax allowance and rateof return policies. Initial comments are due in March 2017 with reply comments due in April 2017. The outcome of those proceedings could affect theFERC’s income tax allowance policy for cost-based or recourse rates charged by regulated pipelines on a prospective basis. If the FERC’s policy were tochange and if the FERC were to disallow all or a substantial portion of our pipelines’ income tax allowance, our regulated rates, and therefore our revenuesand ability to make quarterly cash distributions to our unitholders, could be materially adversely affected. The FERC may not continue to pursue its approach of pro-competitive policies as it considers matters such as interstate pipeline rates and rules andpolicies that may affect rights of access to natural gas transmission capacity and transmission and storage facilities. Section 1(b) of the NGA exempts certain natural gas gathering facilities from regulation by the FERC under the NGA. We believe that our highpressure natural gas gathering pipelines meet the traditional tests the FERC has used to establish a pipeline’s status as an exempt gatherer not subject toregulation as a natural gas company, although the FERC has not made a formal determination with respect to the jurisdictional status of those facilities.However, the distinction between FERC-regulated transmission services and federally unregulated gathering services is the subject of ongoing litigationwithin the industry, so the classification and regulation of our high pressure gathering systems are subject to change based on future determinations by theFERC, the courts or the U.S. Congress.Failure to comply with applicable provisions of the NGA, the NGPA, federal pipeline safety laws and certain other laws, as well as with theregulations, rules, orders, restrictions and conditions associated with these laws, could result in the imposition of administrative and criminal remedies andcivil penalties. For example, the FERC is authorized to impose civil penalties of up to approximately $1.2 million per violation, per day for violations of theNGA, the NGPA or the rules, regulations, restrictions, conditions and orders promulgated under those statutes. This maximum penalty authority establishedby statute will continue to be adjusted periodically for inflation. In addition, future federal, state or local legislation or regulations under which we will operate our natural gas gathering, transmission and storagebusinesses may have a material adverse effect on our business, financial condition, results of operations, liquidity and ability to make quarterly cashdistributions to our unitholders. Any significant decrease in production of natural gas in our areas of operation could adversely affect our business and operating results and reduce ourcash available to make distributions. Our business is dependent on the continued availability of natural gas production and reserves in our areas of operation. A sustained low priceenvironment for natural gas or regulatory limitations could adversely affect development of additional reserves and production that is accessible by ourpipeline and storage assets. Production from existing wells and natural gas supply basins with access to our systems will naturally decline over time. Theamount of natural gas reserves underlying these wells may also be less than anticipated, and the rate at which production from these reserves declines may begreater than anticipated. Additionally, producers may determine in the future that drilling activities in areas outside of our current areas of operations arestrategically more attractive to them due to a sustained low price environment for natural gas or other reasons. A reduction in the natural gas volumessupplied by EQT or other third party producers could result in reduced throughput on our systems and adversely impact our ability to grow our operationsand increase quarterly cash distributions to our unitholders. Accordingly, to maintain or increase the contracted capacity or the volume of natural gasgathered, transported and stored on our systems and cash flows associated therewith, our customers must continually obtain adequate supplies of natural gas. The primary factors affecting our ability to obtain non-dedicated sources of natural gas include the level of successful drilling activity near oursystems and our ability to compete for volumes from successful new wells. While EQT has dedicated production from certain of its leased properties to us, wehave no control over the level of drilling activity in our areas of operation, the amount of reserves associated with wells connected to our gathering systemsor the rate at which production from a well declines. In addition, we have no control over EQT or other producers or their drilling or production decisions,which are affected by, among other things, the availability and cost of capital, prevailing and projected energy prices, demand for hydrocarbons, levels ofreserves, geological considerations, environmental or other governmental regulations, the availability of drilling permits, the availability of drilling rigs, andother production and development costs. Fluctuations in energy prices can also greatly affect the development of new natural gas reserves. In general terms, the prices of natural gas, oil andother hydrocarbon products fluctuate in response to changes in supply and demand, market uncertainty and a variety of additional factors that are beyond ourcontrol. For example, the daily spot prices for NYMEX23Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsHenry Hub natural gas ranged from a high of $3.76 per MMBtu to a low of $1.49 per MMBtu from January 1, 2015 through December 31, 2016, and the dailyspot prices for NYMEX West Texas Intermediate crude oil ranged from a high of $61.13 per barrel to a low of $26.51 per barrel during the same period.Factors affecting natural gas prices include worldwide economic conditions; weather conditions and seasonal trends; the levels of domestic production andconsumer demand; new exploratory finds of natural gas; the availability of imported LNG; the ability to export LNG; the availability of transportationsystems with adequate capacity; the volatility and uncertainty of regional basis differentials and premiums; the price and availability of alternative fuels; theeffects of energy conservation measures; the nature and extent of governmental regulation and taxation; and the anticipated future prices of natural gas, LNGand other commodities. Low natural gas prices, particularly in the Appalachian Basin, have had a negative impact on exploration, development andproduction activity and, if sustained, could lead to a material decrease in such activity. Sustained reductions in exploration or production activity in ourareas of operation would lead to reduced utilization of our systems. Because of these factors, even if new natural gas reserves are known to exist in areasserved by our assets, producers may choose not to develop those reserves. Moreover, EQT may not develop the acreage it has dedicated to us. If reductions indrilling activity result in our inability to maintain levels of contracted capacity and throughput, it could reduce our revenue and impair our ability to makequarterly cash distributions to our unitholders. We do not obtain independent evaluations of natural gas reserves connected to our systems. Accordingly, we do not have independent estimates oftotal reserves connected to our systems or the anticipated life of such reserves. If the total reserves or estimated life of the reserves connected to our systemsare less than we anticipate, or the timeline for the development of reserves is longer than we anticipate, and we are unable to secure additional sources ofnatural gas, there could be a material adverse effect on our business, results of operations, financial condition and ability to make quarterly cash distributionsto our unitholders.If new supplies of natural gas are not obtained to replace the natural decline in volumes from existing supply basins, or if natural gas supplies arediverted to serve other markets, the overall volume of natural gas gathered, transported and stored on our systems would decline, which could have a materialadverse effect on our business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to our unitholders. We may not be able to increase our third party throughput and resulting revenue due to competition and other factors, which could limit our ability togrow and extend our dependence on EQT. Part of our growth strategy includes diversifying our customer base by identifying opportunities to offer services to third parties other than EQT. Forthe years ended December 31, 2016, 2015 and 2014, EQT accounted for approximately 96%, 96% and 94%, respectively, of our gathering revenues, 56%,53% and 51%, respectively, of our transmission revenues, 1%, 1% and 2%, respectively, of our storage revenues, and 75%, 73% and 69%, respectively, of ourtotal operating revenues. Our ability to increase our third party subscribed capacity and throughput and resulting revenue is subject to numerous factorsbeyond our control, including competition from third parties and the extent to which we have available capacity when third party shippers require it. To theextent that we lack available capacity on our systems for third party volumes, we may not be able to compete effectively with third party systems foradditional natural gas production in our areas of operation. We have historically provided gathering, transmission and storage services to third parties on only a limited basis and may not be able to attractmaterial third party service opportunities. Our efforts to attract new unaffiliated customers may be adversely affected by our relationship with EQT and ourdesire to provide services pursuant to long-term firm contracts. Our potential customers may prefer to obtain services under other forms of contractualarrangements under which we would be required to assume direct commodity exposure. In addition, we will need to continue to improve our reputationamong our potential customer base for providing high quality service in order to continue to successfully attract unaffiliated third parties. We are exposed to the credit risk of our counterparties in the ordinary course of our business. We are exposed to the risk of loss resulting from the nonpayment and/or nonperformance of our customers, suppliers, joint venture partners and othercounterparties. We extend credit to our customers, including EQT as our largest customer, as a normal part of our business. While we have established creditpolicies, including assessing the creditworthiness of our customers as permitted by our FERC-approved natural gas tariffs, and requiring appropriate terms orcredit support from them based on the results of such assessments, we may not have adequately assessed the creditworthiness of our existing or futurecustomers. We cannot predict the extent to which EQT’s and our other counterparties’ businesses would be impacted if commodity prices further deteriorate,commodity prices remain depressed for a sustained period of time, or other conditions in the energy industry were to deteriorate, nor can we estimate theimpact such conditions would have on our counterparties’ abilities to perform under their gathering, transmission and storage agreements with us. The currentlow commodity price environment has negatively impacted natural gas producers causing some producers in the industry significant economic stressincluding, in certain cases, to file for bankruptcy protection or to renegotiate contracts. To the extent one or more of our24Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentscustomers is in financial distress or commences bankruptcy proceedings, contracts with these customers may be subject to renegotiation or rejection underapplicable provisions of the United States Bankruptcy Code. Any resulting nonpayment and/or nonperformance by our counterparties could have a materialadverse effect on our business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to our unitholders. Increased competition from other companies that provide gathering, transmission and storage services, or from alternative fuel sources, could have anegative impact on the demand for our services, which could adversely affect our financial results.Our ability to renew or replace existing contracts at rates sufficient to maintain current revenues and cash flows could be adversely affected by theactivities of our competitors. Our systems compete primarily with other interstate and intrastate pipelines and storage facilities in the gathering, transmissionand storage of natural gas. Some of our competitors have greater financial resources and may now, or in the future, have access to greater supplies of naturalgas than we do. Some of these competitors may expand or construct gathering systems and transmission and storage systems that would create additionalcompetition for the services we provide to our customers. In addition, our customers may develop their own gathering, transmission or storage servicesinstead of using ours. Moreover, none of EQT, EQGP or any of their respective affiliates is limited in its ability to compete with us. The policies of the FERC promoting competition in natural gas markets are having the effect of increasing the natural gas transmission and storageoptions for our traditional customer base. As a result, we could experience some “turnback” of firm capacity as existing agreements expire. If we are unable toremarket this capacity or can remarket it only at substantially discounted rates compared to previous contracts, we may have to bear the costs associated withthe turned back capacity. Increased competition could reduce the volumes of natural gas transported or stored on our system or, in cases where we do nothave long-term firm contracts, could force us to lower our transmission or storage rates. Further, natural gas as a fuel competes with other forms of energy available to end-users, including electricity, coal, liquid fuels and renewable andalternative energy. Increased demand for such forms of energy at the expense of natural gas could lead to a reduction in demand for natural gas gathering,transmission and storage services. All of these competitive pressures could make it more difficult for us to retain our existing customers and/or attract new customers as we seek toexpand our business, which could have a material adverse effect on our business, financial condition, results of operations, liquidity and ability to makequarterly cash distributions to our unitholders. In addition, competition could intensify the negative impact of factors that decrease demand for natural gas inthe markets served by our systems, such as adverse economic conditions, weather, higher fuel costs and taxes or other governmental or regulatory actions thatdirectly or indirectly increase the cost or limit the use of natural gas. If third party pipelines and other facilities interconnected to our pipelines and facilities become unavailable to transport natural gas, our revenues andcash available to make distributions to our unitholders could be adversely affected. We depend on third party pipelines and other facilities that provide receipt and delivery options to and from our transmission and storage system.For example, our transmission and storage system interconnects with the following interstate pipelines: Texas Eastern, Dominion Transmission, ColumbiaGas Transmission, Tennessee Gas Pipeline Company, Rockies Express Pipeline LLC and National Fuel Gas Supply Corporation, as well as multipledistribution companies. Similarly, our gathering systems have multiple delivery interconnects to multiple interstate pipelines. In the event that our access tosuch systems was impaired or if we were unable to maintain processing and treating contracts on acceptable terms, the amount of natural gas that ourgathering systems can gather and transport would be adversely affected, which could reduce revenues from our gathering activities. Because we do not ownthese third party pipelines or facilities, their continuing operation is not within our control. If these or any other pipeline connections or facilities were tobecome unavailable for current or future volumes of natural gas due to repairs, damage to the facility, lack of capacity or any other reason, our ability tooperate efficiently and continue shipping natural gas to end markets could be restricted, thereby reducing our revenues. Any temporary or permanentinterruption at any key pipeline interconnect or facility could have a material adverse effect on our business, financial condition, results of operations,liquidity and ability to make quarterly cash distributions to our unitholders. Certain of the services we provide on our transmission and storage system are subject to long-term, fixed-price “negotiated rate” contracts that are notsubject to adjustment, even if our cost to perform such services exceeds the revenues received from such contracts, and, as a result, our costs couldexceed our revenues received under such contracts. 25Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsIt is possible that costs to perform services under “negotiated rate” contracts will exceed the negotiated rates we have agreed to provide to ourcustomers. If this occurs, it could decrease the cash flow realized by our systems and, therefore, the cash we have available for distribution to our unitholders.Under FERC policy, a regulated service provider and a customer may mutually agree to a “negotiated rate,” and that contract must be filed with and acceptedby the FERC. As of December 31, 2016, approximately 92% of our contracted transmission firm capacity was subscribed under such “negotiated rate”contracts. Unless the parties to these “negotiated rate” contracts agree otherwise, the contracts generally may not be adjusted to account for increased costswhich could be caused by inflation or other factors relating to the specific facilities being used to perform the services. We may not be able to renew or replace expiring contracts at favorable rates or on a long-term basis. Our primary exposure to market risk occurs at the time our existing contracts expire and are subject to renegotiation and renewal. Including contractsassociated with expected future capacity from expansion projects that are not yet fully constructed but for which we have entered into firm contracts, our firmgathering contracts had a weighted average remaining term of approximately 9 years and firm transmission and storage contracts had a weighted averageremaining term of approximately 16 years as of December 31, 2016. The extension or replacement of existing contracts, including our contracts with EQT,depends on a number of factors beyond our control, including: •the level of existing and new competition to provide services to our markets;•the macroeconomic factors affecting natural gas economics for our current and potential customers;•the balance of supply and demand, on a short-term, seasonal and long-term basis, in our markets;•the extent to which the customers in our markets are willing to contract on a long-term basis; and•the effects of federal, state or local regulations on the contracting practices of our customers. Any failure to extend or replace a significant portion of our existing contracts, or extending or replacing them at unfavorable or lower rates, couldhave a material adverse effect on our business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to ourunitholders. If the tariffs governing the services we provide are successfully challenged, we could be required to reduce our tariff rates, which would have a materialadverse effect on our business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to our unitholders. Rate payers, the FERC or other interested stakeholders, such as state regulatory agencies, may challenge our recourse rates, discounted rates offeredto individual customers or the terms and conditions of service included in our tariffs. We do not have an agreement in place that would prohibit customers,including EQT or its affiliates, from challenging our tariffs. If any challenge were successful, among other things, the rates that we charge on our systemscould be reduced. Successful challenges could have a material adverse effect on our business, financial condition, results of operations, liquidity and abilityto make quarterly cash distributions to our unitholders. If we do not complete expansion projects, our future growth may be limited.A significant component of our growth strategy is to continue to grow the cash distributions on our units by expanding our business. Our ability togrow depends, in part, upon our ability to complete expansion projects that result in an increase in the cash we generate. We may be unable to completesuccessful, accretive expansion projects for many reasons, including, but not limited to, the following:•an inability to identify attractive expansion projects;•an inability to obtain necessary rights-of-way or permits or other government approvals, including approvals by regulatory agencies;•an inability to successfully integrate the infrastructure we build;•an inability to raise financing for expansion projects on economically acceptable terms;•incorrect assumptions about volumes, revenues and costs, including potential growth; or•an inability to secure adequate customer commitments to use the newly expanded facilities.Expanding our business by constructing new midstream assets subjects us to risks. Organic and greenfield growth projects are a significant component of our growth strategy. The development and construction of pipelines andstorage facilities involves numerous regulatory, environmental, political and legal uncertainties beyond our control and will require the expenditure ofsignificant amounts of capital. The development and construction of26Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentspipelines and storage facilities expose us to construction risks such as the failure to meet affiliate and third party contractual requirements, delays caused bylandowners or advocacy groups opposed to the oil and gas industry, environmental hazards, the lack of available skilled labor, equipment and materials andthe inability to obtain necessary rights-of-way or approvals and permits from regulatory agencies on a timely basis or at all. These types of projects may notbe completed on schedule, at the budgeted cost or at all. Moreover, our revenues may not increase for some time after completion of a particular project. Forinstance, we will be required to pay construction costs generally as they are incurred but construction will typically occur over an extended period of time,and we will not receive material increases in revenues until the project is placed into service. Moreover, we may construct facilities to capture anticipatedfuture growth in production and/or demand in a region in which such growth does not materialize. As a result, new facilities may not be able to attract enoughthroughput to achieve our expected investment return, which could adversely affect our business, financial condition, results of operations, liquidity andability to make quarterly cash distributions to our unitholders. Certain of our internal growth projects may require regulatory approval from federal, state and local authorities prior to construction, including anyextensions from or additions to our transmission and storage system. The approval process for storage and transportation projects has become increasinglychallenging, due in part to state and local concerns related to exploration and production and gathering activities in new production areas, including theMarcellus, Upper Devonian and Utica Shales, and negative public perception regarding the oil and gas industry. Such authorization may not be granted or, ifgranted, such authorization may include burdensome or expensive conditions. If we are unable to make acquisitions on economically acceptable terms, our future growth may be limited, and the acquisitions we do make mayreduce, rather than increase, our cash generated from operations on a per unit basis. Our ability to grow depends, in part, on our ability to make acquisitions that increase our cash generated from operations on a per unit basis. Theacquisition component of our strategy is based, in large part, on our expectation of ongoing divestitures of midstream energy assets by industry participants.A material decrease in such divestitures would limit our opportunities for future acquisitions and could have a material adverse effect on our business,financial condition, results of operations, liquidity and ability to make quarterly cash distributions to our unitholders. If we are unable to make accretive acquisitions, whether because, among other reasons, (i) we are unable to identify attractive acquisitionopportunities, (ii) we are unable to negotiate acceptable purchase contracts, (iii) we are unable to obtain financing for acquisitions on economicallyacceptable terms, (iv) we are outbid by competitors, some of which are substantially larger than us and have greater financial resources or (v) we are unable toobtain necessary governmental or third party consents, then our future growth and ability to increase distributions will be limited. Furthermore, even if we domake acquisitions that we believe will be accretive, these acquisitions may nevertheless result in a decrease in the cash generated from operations on a perunit basis. Any acquisition involves potential risks, including, among other things:•mistaken assumptions about volumes, revenues and costs, including synergies and potential growth;•an inability to secure adequate customer commitments to use the acquired systems or facilities;•an inability to integrate successfully the assets or businesses we acquire;•the assumption of unknown liabilities for which we are not indemnified or for which our indemnity is inadequate;•the diversion of management’s and employees’ attention from other business concerns; and•unforeseen difficulties operating in new geographic areas or business lines.If any acquisition fails to be accretive to our distributable cash flow per unit, it could have a material adverse effect on our business, financialcondition, results of operations, liquidity and ability to make quarterly cash distributions to our unitholders.If we are unable to obtain needed capital or financing on satisfactory terms to fund expansions of our asset base, our ability to make quarterly cashdistributions may be diminished or our financial leverage could increase. We do not have any commitment with any of our affiliates to provide anydirect or indirect financial assistance to us. In order to expand our asset base and complete our announced expansion projects described in this Annual Report on Form 10-K, we will need tomake significant expansion capital expenditures. If we do not make sufficient or effective expansion capital expenditures, we will be unable to expand ourbusiness operations and may be unable to maintain or raise the level of our quarterly cash distributions.27Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsGlobal financial markets and economic conditions have been, and continue to be, volatile, particularly for companies in the oil and gas industry.The current weak economic conditions in the oil and gas industry have made, and will likely continue to make, it difficult for some entities to obtainfunding. In order to fund our expansion capital expenditures, we will be required to use cash from our operations, incur borrowings or sell additional commonunits or other limited partner interests. Using cash from operations will reduce distributable cash flow to our common unitholders. Our ability to obtain bankfinancing or to access the capital markets for future equity or debt offerings may be limited by our financial condition at the time of any such financing oroffering, the covenants in our debt agreements, general economic conditions and contingencies and uncertainties that are beyond our control. Even if we aresuccessful in obtaining funds for expansion capital expenditures through equity or debt financings, the terms thereof could limit our ability to paydistributions to our common unitholders. In addition, incurring additional debt may significantly increase our interest expense and financial leverage, andissuing additional limited partner interests may result in significant common unitholder dilution and increase the aggregate amount of cash required tomaintain the then-current distribution rate, which could materially decrease our ability to pay distributions at the then-current distribution rate. If funding isnot available to us when needed, or is available only on unfavorable terms, we may be unable to execute our business plans, complete acquisitions orotherwise take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on our financialcondition, results of operations, cash flows and ability to make quarterly cash distributions to our unitholders. We do not have any commitment with ourgeneral partner or other affiliates, including EQT and EQGP, to provide any direct or indirect financial assistance to us. In October 2016, we entered into a$500 million, 364-day, uncommitted revolving loan agreement with EQT (the 364-Day Facility); however, any loans from EQT under the 364-Day Facilityare at the sole discretion of EQT, and EQT is under no obligation, fiduciary or otherwise, to make such funds available to us. We are subject to numerous hazards and operational risks. Our business operations are subject to all of the inherent hazards and risks normally incidental to the gathering, transmission and storage of naturalgas. These operating risks include, but are not limited to: •damage to pipelines, facilities, equipment and surrounding properties caused by hurricanes, earthquakes, tornadoes, floods, fires and othernatural disasters and acts of terrorism;•inadvertent damage from construction, vehicles, and farm and utility equipment;•uncontrolled releases of natural gas and other hydrocarbons;•leaks, migrations or losses of natural gas as a result of the malfunction of equipment or facilities and, with respect to storage assets, as a result ofundefined boundaries, geologic anomalies, natural pressure migration and wellbore migration;•ruptures, fires and explosions;•pipeline freeze offs due to cold weather; and•other hazards that could also result in personal injury and loss of life, pollution to the environment and suspension of operations. These risks could result in loss of human life, personal injuries, significant damage to property, environmental pollution, impairment of ouroperations, regulatory investigations and penalties and substantial losses to us. The location of certain segments of our systems in or near populated areas,including residential areas, commercial business centers and industrial sites, could increase the damages resulting from these risks. In spite of any precautionstaken, an event such as those described above could cause considerable harm to people or property and could have a material adverse effect on our business,financial condition, results of operations, liquidity and ability to make quarterly cash distributions to our unitholders. Accidents or other operating riskscould further result in loss of service available to our customers. Such circumstances, including those arising from maintenance and repair activities, couldresult in service interruptions on segments of our systems. Potential customer impacts arising from service interruptions on segments of our systems couldinclude limitations on our ability to satisfy customer requirements, obligations to provide reservation charge credits to customers in times of constrainedcapacity, and solicitation of our existing customers by others for potential new projects that would compete directly with our existing services. Suchcircumstances could adversely impact our ability to meet contractual obligations and retain customers, with a resulting negative impact on our business,financial condition, results of operations, liquidity and ability to make quarterly cash distributions to our unitholders. We do not insure against all potential losses and could be seriously harmed by unexpected liabilities. We are not fully insured against all risks inherent in our business, including environmental accidents that might occur. In addition, we do notmaintain business interruption insurance of the types and in amounts necessary to cover all possible risks of loss. The occurrence of any operating risks notfully covered by insurance could have a material adverse effect on our business, financial condition, results of operations, liquidity and ability to makequarterly cash distributions to our unitholders.28Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents EQT currently maintains excess liability insurance that covers EQT's and its affiliates', including our, legal and contractual liabilities arising out ofbodily injury, personal injury or property damage, including resulting loss of use, to third parties. This excess liability insurance includes coverage forsudden and accidental pollution liability but excludes: release of pollutants subsequent to their disposal; release of substances arising from the combustionof fuels that result in acidic deposition; and testing, monitoring, clean-up, containment, treatment or removal of pollutants from property owned, occupiedby, rented to, used by or in the care, custody or control of EQT and its affiliates, including us.EQT also maintains coverage for itself and its affiliates, including us, for physical damage to assets and resulting business interruption, includingdamage caused by terrorist acts. All of EQT’s insurance is subject to deductibles. If a significant accident or event occurs for which we are not fully insured, it could adversely affectour operations and financial condition. We may not be able to maintain or obtain insurance of the types and in the amounts we desire at reasonable rates, andwe may elect to self-insure a portion of our asset portfolio. The insurance coverage we do obtain may contain large deductibles or fail to cover certain hazardsor cover all potential losses. In addition, we share insurance coverage with EQT, for which we reimburse EQT pursuant to the terms of the omnibus agreement.To the extent EQT experiences covered losses under the insurance policies, the limit of our coverage for potential losses may be reduced. We are subject to stringent environmental laws and regulations that may expose us to significant costs and liabilities. Our operations are regulated extensively at the federal, state and local levels. Laws, regulations and other legal requirements have increased the costto plan, design, install, operate and abandon gathering and transmission systems and pipelines. Environmental, health and safety legal requirements governdischarges of substances into the air, water and ground; the management and disposal of hazardous substances and wastes; the clean-up of contaminatedsites; groundwater quality and availability; plant and wildlife protection; locations available for pipeline construction; environmental impact studies andassessments prior to permitting; restoration of properties after construction or operations are completed; pipeline safety (including replacementrequirements); and work practices related to employee health and safety. Compliance with the laws, regulations and other legal requirements applicable toour business, including delays in obtaining permits or other government approvals, may increase our costs of doing business, result in delays or restrictions inthe performance of operations due to the need to obtain additional or more detailed permits or other governmental approvals or even cause us not to pursue aproject. For example, the U.S. Fish and Wildlife Service continues to receive hundreds of petitions to consider listing of additional species as endangered orthreatened and is being regularly sued or threatened with lawsuits to address these petitions. Some of these legal actions may result in species ultimatelybeing listed that are located in areas in which we operate. Such designations of previously unprotected species as being endangered or threatened, or thedesignation of previously unprotected areas as a critical habitat for such species, can result in increased costs, construction delays, restrictions in ouroperations or abandonment of projects. In addition, compliance with laws, regulations or other legal requirements could subject us to claims for personalinjuries, property damage and other damages. Our failure to comply with the laws, regulations and other legal requirements applicable to our business, evenif as a result of factors beyond our control, could result in the suspension or termination of our operations and subject us to administrative, civil and criminalpenalties and damages.Laws, regulations and other legal requirements are constantly changing, and implementation of compliant processes in response to such changescould be costly and time consuming. For example, in October 2015, the EPA revised the NAAQS for ozone from 75 parts per billion for the current 8 hourprimary and secondary ozone standards to 70 parts per billion for both standards. In addition, in May 2016, the EPA finalized rules that impose volatileorganic compound emissions limits on certain oil and natural gas operations that were previously unregulated, including hydraulically fractured oil wells, aswell as methane emissions limits for certain new or modified oil and natural gas emissions sources. Compliance with these or other new regulations could,among other things, require installation of new emission controls on some of our equipment, result in longer permitting timelines, and significantly increaseour capital expenditures and operating costs, which could adversely impact our business. In addition to periodic changes to air, water and waste laws, as wellas recent EPA initiatives to impose climate change-based air regulations on industry, the U.S. Congress and various states have been evaluating climate-related legislation and other regulatory initiatives that would further restrict emissions of GHGs, including methane (a primary component of natural gas) andcarbon dioxide (a byproduct of burning natural gas). In December 2016, the EPA sent Information Collection Requests to certain segments of the oil and gasindustry requesting extensive information regarding methane emissions that may be used by the EPA to draft climate change regulations. Such restrictionsmay result in additional compliance obligations with respect to, or taxes on the release, capture and use of GHGs that could have an adverse effect on ouroperations.There is a risk that we may incur costs and liabilities in connection with our operations due to historical industry operations and waste disposalpractices, our handling of wastes and potential emissions and discharges related to our29Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsoperations. Private parties, including the owners of the properties through which our gathering system or our transmission and storage system pass andfacilities where our wastes are taken for reclamation or disposal, may have the right to pursue legal actions to require remediation of contamination or enforcecompliance with environmental requirements as well as to seek damages for personal injury or property damage. In addition, changes in environmental lawsoccur frequently, and any such changes that result in more stringent and costly waste handling, storage, transport, disposal or remediation requirements couldhave a material adverse effect on our business, financial condition, results of operations, liquidity or ability to make quarterly cash distributions to ourunitholders. We may not be able to recover all or any of these costs from insurance.Climate change and related legislation, regulatory initiatives and litigation could result in increased operating costs and reduced demand for thenatural gas services we provide. Legislative and regulatory measures to address climate change and GHG emissions are in various phases of discussion or implementation. The EPAregulates GHG emissions from new and modified facilities that are potential major sources of criteria pollutants under the Clean Air Act’s Prevention ofSignificant Deterioration and Title V programs and has adopted regulations that require, among other things, preconstruction and operating permits forcertain large stationary sources and the monitoring and reporting of GHGs from certain onshore oil and natural gas production sources on an annual basis.In addition, the U.S. Congress, along with federal and state agencies, have considered measures to reduce the emissions of GHGs. Legislation orregulation that restricts carbon emissions could increase our cost of environmental compliance by requiring us to install new equipment to reduce emissionsfrom larger facilities and/or, depending on any future legislation, purchase emission allowances. Climate change and GHG legislation or regulation couldalso delay or otherwise negatively affect efforts to obtain permits and other regulatory approvals for existing and new facilities, impose additional monitoringand reporting requirements or adversely affect demand for the natural gas we gather, transport and store. Conversely, legislation or regulation that sets a priceon or otherwise restricts carbon emissions could also benefit us by increasing demand for natural gas because the combustion of natural gas results insubstantially fewer carbon emissions per Btu of heat generated than other fossil fuels such as coal. The effect on us of any new legislative or regulatorymeasures will depend on the particular provisions that are ultimately adopted. Significant portions of our pipeline systems have been in service for several decades. There could be unknown events or conditions or increasedmaintenance or repair expenses and downtime associated with our pipelines that could have a material adverse effect on our business, financialcondition, results of operations, liquidity and ability to make distributions. Significant portions of our transmission and storage system and FERC-regulated gathering system have been in service for several decades. The ageand condition of these systems could result in increased maintenance or repair expenditures, and any downtime associated with increased maintenance andrepair activities could materially reduce our revenue. Any significant increase in maintenance and repair expenditures or loss of revenue due to the age orcondition of our systems could adversely affect our business, financial condition, results of operations, liquidity and ability to make quarterly cashdistributions to our unitholders. We may incur significant costs and liabilities as a result of increasingly stringent pipeline safety regulation, including pipeline integrity managementprogram testing and related repairs. The DOT, acting through PHMSA, has adopted regulations requiring pipeline operators to develop integrity management programs for transmissionpipelines located where a leak or rupture could harm “high consequence areas,” including high population areas, unless the operator effectively demonstratesby risk assessment that the pipeline could not affect the area. The regulations require operators, including us, to:•perform ongoing assessments of pipeline integrity;•identify and characterize applicable threats to pipeline segments that could impact a high consequence area;•maintain processes for data collection, integration and analysis;•repair and remediate pipelines as necessary; and•implement preventive and mitigating actions. Changes to pipeline safety laws and regulations that result in more stringent or costly safety standards could have a significant adverse effect on usand similarly situated midstream operators. For example, in April 2016, PHMSA published a notice of proposed rulemaking addressing several integritymanagement topics and proposing new requirements to address safety issues for natural gas transmission and gathering lines. The proposed rule wouldstrengthen existing integrity management requirements, expand assessment and repair requirements to pipelines in areas with medium population densities30Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsand extend regulatory requirements to onshore gas gathering lines that are currently exempt. Further, in June 2016, President Obama signed the 2016Pipeline Safety Act that extends PHMSA’s statutory mandate under prior legislation through 2019. In addition, the 2016 Pipeline Safety Act empoweredPHMSA to address imminent hazards by imposing emergency restrictions, prohibitions and safety measures on owners and operators of gas or hazardousliquid pipeline facilities without prior notice or an opportunity for a hearing and also required PHMSA to develop new safety standards for natural gasstorage facilities by June 2018. Pursuant to those provisions of the 2016 Pipeline Safety Act, in October 2016 and December 2016, PHMSA issued twoInterim Final Rules that expanded the agency’s authority to impose emergency restrictions, prohibitions and safety measures and strengthened the rulesrelated to underground natural gas storage facilities, including well integrity, wellbore tubing and casing integrity. Most recently, on January 13, 2017,PHMSA promulgated a new final rule regarding hazardous liquid pipelines, which increases the quality and frequency of tests that assess the condition ofpipelines, requires operators to annually evaluate the existing protective measures in place for pipeline segments in HCAs, extends certain leak detectionrequirements for hazardous liquid pipelines not located in HCAs, and expands the list of conditions that require immediate repair. We are monitoring andevaluating the effect of these and other emerging requirements on our operations.States are generally preempted by federal law in the area of pipeline safety, but state agencies may qualify to assume responsibility for enforcingfederal regulations over intrastate pipelines. They may also promulgate additive pipeline safety regulations provided that the state standards are at least asstringent as the federal standards. Although many of our natural gas facilities fall within a class that is not subject to integrity management requirements, wemay incur significant costs and liabilities associated with repair, remediation, preventive or mitigation measures associated with our non-exempt transmissionpipelines. The costs, if any, for repair, remediation, preventive or mitigating actions that may be determined to be necessary as a result of the testing program,as well as lost cash flows resulting from shutting down our pipelines during the pendency of such actions, could be material.Should we fail to comply with DOT regulations, we could be subject to penalties and fines. PHMSA has the authority to impose civil penalties forpipeline safety violations up to a maximum of $200,000 per day for each violation and $2,000,000 for a related series of violations. This maximum penaltyauthority established by statute will continue to be adjusted periodically to account for inflation. In addition, we may be required to comply with new safetyregulations and make additional maintenance capital expenditures in the future for similar regulatory compliance initiatives that are not reflected in ourforecasted maintenance capital expenditures.The adoption of legislation relating to hydraulic fracturing and the enactment of new or increased severance taxes and impact fees on natural gasproduction could cause our current and potential customers to reduce the number of wells they drill in the Marcellus, Upper Devonian and Utica Shalesor curtail production of existing wells. If reductions are significant for those or other reasons, the reductions would have a material adverse effect onour business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to our unitholders. Our assets are primarily located in the Marcellus Shale fairway in southwestern Pennsylvania and northern West Virginia, and a majority of theproduction that we receive from customers is produced from wells completed using hydraulic fracturing. Hydraulic fracturing is an important and commonlyused process in the completion of oil and gas wells, particularly in unconventional resource plays like the Marcellus, Upper Devonian and Utica Shales.Hydraulic fracturing is typically regulated by state oil and gas commissions and similar agencies, but several federal agencies have asserted regulatoryauthority over aspects of the process, including the EPA, which published proposed effluent limit guidelines in April 2015 for waste water from shale gasextraction operations before being discharged to a treatment plant, and the federal Bureau of Land Management (BLM), which issued a final rule in March2015 that established more stringent standards for performing hydraulic fracturing on federal and Indian lands. While the BLM rule is currently the subject ofa judicial challenge, other federal agencies may look to the BLM rule in developing new regulations that could apply to our operations.The U.S. Congress has from time to time considered the adoption of legislation to provide for federal regulation of hydraulic fracturing, while agrowing number of states, including those in which we operate, have adopted, and other states are considering adopting, regulations that could impose morestringent disclosure and/or well construction requirements on hydraulic fracturing operations. Some states, such as Pennsylvania, have imposed fees on thedrilling of new unconventional oil and gas wells. States could elect to prohibit hydraulic fracturing altogether, as was announced in December 2014 withregard to fracturing activities in New York. Also, local governments may seek to adopt ordinances within their jurisdictions regulating the time, place andmanner of drilling activities in general or hydraulic fracturing activities in particular. In fact, legislation or regulation banning hydraulic fracturing has beenadopted in a number of local jurisdictions, including ones in which we have limited operations. Further, several federal governmental agencies areconducting reviews and studies on the environmental aspects of hydraulic fracturing, including the EPA. For example, in December 2016, the EPA issued itsfinal report on a study it had conducted over several years regarding the effects of hydraulic fracturing on drinking water sources. The final report, contrary toseveral previously published draft reports issued by the EPA, found instances in which impacts to drinking water31Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsmay occur. However, the report also noted significant data gaps that prevented the EPA from determining the extent or severity of these impacts. The resultsof such reviews or studies could spur initiatives to further regulate hydraulic fracturing. State and federal regulatory agencies recently have focused on a possible connection between the hydraulic fracturing related activities and theincreased occurrence of seismic activity. When caused by human activity, such events are called induced seismicity. In a few instances, operators of injectiondisposal wells in the vicinity of seismic events have been ordered to reduce injection volumes or suspend operations. Some state regulatory agencies,including those in Colorado, Ohio, Oklahoma and Texas, have modified their regulations to account for induced seismicity. While Pennsylvania is not one ofthe states where such regulation has been enacted, regulatory agencies at all levels are continuing to study the possible linkage between oil and gas activityand induced seismicity. These developments could result in additional regulation and restrictions on the use of injection disposal wells and hydraulicfracturing. Such regulations and restrictions could cause delays and impose additional costs and restrictions on our customers.The adoption of new laws, regulations or ordinances at the federal, state or local levels imposing more stringent restrictions on hydraulic fracturingcould make it more difficult for our customers to complete natural gas wells, increase our customers’ costs of compliance and doing business, and otherwiseadversely affect the hydraulic fracturing services they perform, which could negatively impact demand for our gathering, transmission and storage services.Furthermore, the tax laws, rules and regulations that affect our customers are subject to change. For example, Pennsylvania’s governor andlegislature have continued to discuss the imposition of a state severance tax on the extraction of natural resources, including natural gas produced from theMarcellus, Upper Devonian and Utica Shale formations, either in replacement of or in addition to the existing state impact fee. A consensus on thecharacteristics, such as the effective tax rate, or enactment of a state severance tax has yet to be reached. Any such increase or change could adversely impactthe earnings, cash flows and financial position of our customers and cause them to reduce their drilling in the areas in which we operate. Our exposure to direct commodity price risk may increase in the future. Although we intend to enter into long-term firm contracts with new customers in the future, our efforts to obtain such contractual terms may not besuccessful. In addition, we may acquire or develop additional midstream assets in the future that do not provide services primarily based on capacityreservation charges or other fixed fee arrangements and therefore have a greater exposure to fluctuations in commodity price risk than our current operations.Future exposure to the volatility of natural gas prices, including regional basis differentials, as a result of our future contracts could have a material adverseeffect on our business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to our unitholders. We do not own all of the land on which our pipelines and facilities are located, which could disrupt our operations. We do not own all of the land on which our pipelines and facilities have been constructed, and we are therefore subject to the possibility of moreonerous terms and/or increased costs to retain necessary land use if we do not have valid rights-of-way, if such rights-of-way lapse or terminate or if ourfacilities are not properly located within the boundaries of such rights-of-way. Although many of these rights are perpetual in nature, we occasionally obtainthe rights to construct and operate our pipelines on land owned by third parties and governmental agencies for a specific period of time. If we were to beunsuccessful in renegotiating rights-of-way, we might have to institute condemnation proceedings on our FERC-regulated assets or relocate our facilities fornon-regulated assets. A loss of rights-of-way or a relocation could have a material adverse effect on our business, financial condition, results of operations,liquidity and ability to make quarterly cash distributions to our unitholders. Any significant and prolonged change in or stabilization of natural gas prices could have a negative impact on our natural gas storage business. Historically, natural gas prices have been seasonal and volatile, which has enhanced demand for our storage services. The natural gas storagebusiness has benefited from significant price fluctuations resulting from seasonal price sensitivity, which impacts the level of demand for our services and therates we are able to charge for such services. On a system-wide basis, natural gas is typically injected into storage between April and October when natural gasprices are generally lower and withdrawn during the winter months of November through March when natural gas prices are typically higher. However, themarket for natural gas may not continue to experience volatility and seasonal price sensitivity in the future at the levels previously seen. If volatility andseasonality in the natural gas industry decrease, because of increased production capacity or otherwise, the demand for our storage services and the prices thatwe will be able to charge for those services may decline. In addition to volatility and seasonality, an extended period of high natural gas prices would increase the cost of acquiring base gas and likely placeupward pressure on the costs of associated storage expansion activities. An extended period32Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsof low natural gas prices could adversely impact storage values for some period of time until market conditions adjust. These commodity price impacts couldhave a negative impact on our business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to ourunitholders. We have entered into a joint venture, and may in the future enter into additional or modify existing joint ventures, that might restrict our operationaland corporate flexibility. In addition, these joint ventures are subject to many of the same operational risks to which we are subject.We have entered into a joint venture to construct the Mountain Valley Pipeline (MVP) and may in the future enter into additional joint venturearrangements with third parties. Joint venture arrangements may restrict our operational and corporate flexibility. For example, because we do not control allof the decisions of the MVP Joint Venture, it may be difficult or impossible for us to cause the joint venture to take actions that we believe would be in our orthe joint venture’s best interests. Moreover, joint venture arrangements involve various risks and uncertainties, such as committing us to fund operatingand/or capital expenditures, the timing and amount of which we may not control, and our joint venture partners may not satisfy their financial obligations tothe joint venture.In addition, the operations of the MVP Joint Venture and any joint ventures we may enter into in the future are subject to many of the sameoperational risks to which we are subject as described in this Item 1A, “Risk Factors - Risks Inherent in Our Business.”Restrictions under our debt agreements could adversely affect our business, financial condition, results of operations, liquidity and ability to makequarterly cash distributions to our unitholders. Our debt agreements contain various covenants and restrictive provisions that limit our ability to, among other things: •incur or guarantee additional debt;•make distributions on or redeem or repurchase units;•make certain investments and acquisitions;•incur certain liens or permit them to exist;•enter into certain types of transactions with affiliates;•merge or consolidate with another company; and•transfer, sell or otherwise dispose of assets. Our $750 million credit facility also contains a covenant requiring us to maintain a consolidated leverage ratio of not more than 5.00 to 1.00 (or notmore than 5.50 to 1.00 for certain measurement periods following the consummation of certain acquisitions). Our ability to meet these covenants can beaffected by events beyond our control and we cannot assure our unitholders that we will meet these covenants. In addition, our $750 million credit facilitycontains events of default customary for such facilities, including the occurrence of a change of control (which will occur if EQT fails to control our generalpartner, we fail to own 100% of Equitrans, L.P., or our general partner fails to be the general partner).The provisions of our debt agreements may affect our ability to obtain future financing and pursue attractive business opportunities and ourflexibility in planning for, and reacting to, changes in business conditions. In addition, a failure to comply with the provisions of our debt agreements couldresult in an event of default, which could enable our lenders to, subject to the terms and conditions of the applicable agreement, declare any outstandingprincipal of that debt, together with accrued and unpaid interest, to be immediately due and payable. If the payment of our debt is accelerated, our assets maybe insufficient to repay such debt in full, and our unitholders could experience a partial or total loss of their investment. The $750 million credit facility alsohas cross default provisions that apply to any other indebtedness we may have with an aggregate principal amount in excess of $15 million. Our future debt levels may limit our flexibility to obtain financing and to pursue other business opportunities. We have the ability to incur debt, subject to limitations in our $750 million credit facility. Our level of debt could have important consequences tous, including the following: •our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impairedor such financing may not be available on favorable terms;•our funds available for operations, future business opportunities and distributions to unitholders will be reduced by that portion of our cash flowrequired to make interest payments on our debt;•we may be more vulnerable to competitive pressures or a downturn in our business or the economy generally; and33Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents•our flexibility in responding to changing business and economic conditions may be limited. Our ability to service our debt will depend upon, among other things, our future financial and operating performance, which will be affected byprevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control. If our operating results are notsufficient to service our current or future indebtedness, we will be forced to take actions such as reducing distributions, reducing or delaying our businessactivities, acquisitions, investments or capital expenditures, selling assets or seeking additional equity capital. We may not be able to effect any of theseactions on satisfactory terms or at all. The credit and risk profile of our general partner and EQT could adversely affect our credit ratings and risk profile, which could increase ourborrowing costs or hinder our ability to raise capital. The credit and business risk profiles of our general partner and EQT may be factors considered in credit evaluations of us. This is because our generalpartner, which is controlled by EQT through EQT’s ownership interest in EQGP, controls our business activities, including our cash distribution policy andgrowth strategy. Due to our relationship with EQT, our ability to access the capital markets, or the pricing or other terms of any capital markets transactions,may be adversely affected by any impairments to EQT’s financial condition, including the degree of its financial leverage and its dependence on cash flowsfrom EQGP to service its indebtedness, or adverse changes in its credit ratings, including a downgrade of EQT’s investment grade credit rating. A sustainedperiod of lower commodity prices could increase the risk of a lower credit rating for EQT and us. Any material limitations on our ability to access capital as aresult of adverse changes at EQT could limit our ability to obtain future financing under favorable terms, or at all, or could result in increased financing costsin the future. Similarly, material adverse changes at EQT could negatively impact our unit price, limiting our ability to raise capital through equity issuancesor debt financing, could negatively affect our ability to engage in, expand or pursue our business activities, and could also prevent us from engaging incertain transactions that might otherwise be considered beneficial to us.Please see Item 1A, “Risk Factors” in EQT’s Annual Report on Form 10-K for the year ended December 31, 2016 (which is not, and shall not bedeemed to be, incorporated by reference herein) for a full discussion of the risks associated with EQT’s business. A downgrade of our credit ratings, which are determined by independent third parties, could impact our liquidity, our access to capital, and our costs ofdoing business.If any credit rating agency downgrades our credit ratings, our access to credit markets may be limited, our borrowing costs could increase, and wemay be required to provide additional credit assurances in support of commercial agreements, such as joint venture agreements and construction contracts,the amount of which may be substantial. Our credit rating by Moody’s as of February 8, 2017 of Ba1 is considered non-investment grade and may result ingreater borrowing costs and collateral requirements than would be available to us if all our credit ratings were investment grade. Our ability to access capitalmarkets could also be limited by economic, market or other disruptions. An increase in the level of our indebtedness in the future may result in a downgradein the ratings that are assigned to our debt. See "The credit and risk profile of our general partner and EQT could adversely affect our credit ratings and riskprofile, which could increase our borrowing costs or hinder our ability to raise capital" in the above section.Credit rating agencies perform an independent analysis when assigning credit ratings. This analysis includes a number of criteria such as businesscomposition, market and operational risks, as well as various financial tests. Credit rating agencies continue to review the criteria for industry sectors andvarious debt ratings and may make changes to those criteria from time to time. Credit ratings are subject to revision or withdrawal at any time by the ratingsagencies.Increases in interest rates could adversely impact demand for our storage capacity, our unit price, our ability to issue equity or incur debt foracquisitions or other purposes and our ability to make cash distributions at our intended levels. There is a financing cost for our customers to store natural gas in our storage facilities. That financing cost is impacted by the cost of capital orinterest rates incurred by the customer in addition to the commodity cost of the natural gas in inventory. Absent other factors, a higher financing costadversely impacts the economics of storing natural gas for future sale. As a result, a significant increase in interest rates could adversely affect the demand forour storage capacity independent of other market factors. In addition, interest rates on future credit facilities and debt securities could be higher than current levels, causing our financing costs to increase. Aswith other yield-oriented securities, our unit price is impacted by the level of our cash distributions and implied distribution yield. The distribution yield isoften used by investors to compare and rank yield-oriented34Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentssecurities for investment decision-making purposes. Therefore, changes in interest rates, either positive or negative, may affect the yield requirements ofinvestors who invest in our units, and a rising interest rate environment could have an adverse impact on our unit price, our ability to issue equity or incurdebt for acquisitions or other purposes and our ability to make cash distributions at our intended levels. The amount of cash we have available for distribution to unitholders depends primarily on our cash flow rather than on our profitability, which mayprevent us from making distributions, even during periods in which we record net income. The amount of cash we have available for distribution depends primarily upon our cash flow and not solely on profitability, which will be affectedby non-cash items. As a result, we may make cash distributions during periods when we record losses for financial accounting purposes and may not makecash distributions during periods when we record net earnings for financial accounting purposes.We do not obtain independent evaluations of natural gas reserves connected to our systems. Therefore, in the future, volumes of natural gas on oursystems could be less than we anticipate.We do not obtain independent evaluations of natural gas reserves connected to our systems. Accordingly, we do not have independent estimates oftotal reserves connected to our systems or the anticipated life of such reserves. If the total reserves or estimated life of the reserves connected to our systemsare less than we anticipate, or the timeline for the development of reserves is longer than we anticipate, and we are unable to secure additional sources ofnatural gas, there could be a material adverse effect on our business, results of operations, financial condition, liquidity and ability to make quarterly cashdistributions to our unitholders. The lack of diversification of our assets and geographic locations could adversely affect our ability to make distributions to our unitholders. We rely exclusively on revenues generated from our gathering system and our transmission and storage system, which are primarily located in theAppalachian Basin in Pennsylvania, West Virginia and Ohio. Due to our lack of diversification in assets and geographic location, an adverse development inthese businesses or our areas of operations, including adverse developments due to catastrophic events, weather, regulatory action and decreases in demandfor natural gas, could have a significantly greater impact on our results of operations and distributable cash flow to our unitholders than if we maintainedmore diverse assets and locations.Terrorist or cyber security attacks or threats thereof aimed at our facilities or surrounding areas could adversely affect our business. Our business has become increasingly dependent upon digital technologies, including information systems, infrastructure and cloud applications, tooperate our assets, and the maintenance of our financial and other records has long been dependent upon such technologies. The U.S. government has issuedpublic warnings that indicate that energy assets might be specific targets of cyber security threats. Deliberate attacks on, or unintentional events affecting, oursystems or infrastructure, the systems or infrastructure of third parties or the cloud could lead to corruption or loss of our proprietary data and potentiallysensitive data, delays in delivery of natural gas and natural gas liquids, difficulty in completing and settling transactions, challenges in maintaining ourbooks and records, environmental damage, communication interruptions, personal injury, property damage, other operational disruptions and third partyliability. Further, as cyber incidents continue to evolve, we may be required to expend additional resources to continue to modify or enhance our protectivemeasures or to investigate and remediate any vulnerability to cyber incidents. Risks Inherent in an Investment in Us EQT, through its control of EQGP, controls our general partner, which has sole responsibility for conducting our business and managing ouroperations. Potential conflicts of interest may arise among our general partner, its affiliates and us. Our general partner has limited its state lawfiduciary duties to us and our unitholders, which may permit it to favor its own interests to the detriment of us and our unitholders. EQT, through its ownership of EQGP, controls our general partner and has the power to appoint all of the officers and directors of our general partner.Conflicts of interest will arise among EQT, EQGP, EQGP’s general partner and our general partner, on the one hand, and us and our unitholders, on the otherhand. In resolving these conflicts of interest, our general partner may favor its own interests and the interests of EQT and EQGP over our interests and theinterests of our unitholders. These conflicts include the following situations, among others:35Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents •Neither our partnership agreement nor any other agreement requires EQT to pursue a business strategy that favors us, and the directors andofficers of EQT have a fiduciary duty to make these decisions in the best interests of EQT, which may be contrary to our interests. EQT maychoose to shift the focus of its investment and growth to areas not served by our assets.•EQT, as our primary customer, has an economic incentive to cause us not to seek higher gathering fees or tariff rates, even if such higher fees orrates would reflect fees and rates that could be obtained in arm’s length, third party transactions.•EQT is not limited in its ability to compete with us and may offer business opportunities or sell midstream assets to third parties without firstoffering us the right to bid for them.•Our general partner is allowed to take into account the interests of parties other than us, such as EQT, in resolving conflicts of interest, which hasthe effect of limiting its state law fiduciary duty to our unitholders.•All of the officers and four of the directors of our general partner are also officers and/or directors of EQT and owe fiduciary duties to EQT, andthree of the officers and four of the directors of our general partner are also officers and/or directors of EQGP’s general partner and owe fiduciaryduties to us. The officers of our general partner also devote significant time to the business of EQT and EQM and are compensated by EQTaccordingly.•Our general partner determines whether or not we incur debt and that decision may affect our credit ratings.•Our partnership agreement replaces the fiduciary duties that would otherwise be owed by our general partner with contractual standardsgoverning its duties, limits our general partner’s liabilities and restricts the remedies available to our unitholders for actions that, without suchlimitations, might constitute breaches of fiduciary duty under state law.•Except in limited circumstances, our general partner has the power and authority to conduct our business without unitholder approval.•Our general partner controls the enforcement of the obligations that it and its affiliates owe to us, including EQT’s obligations under ouromnibus agreement with EQT and EQT’s commercial agreements with us.•Disputes may arise under our commercial agreements with EQT and its affiliates.•Our partnership agreement gives our general partner broad discretion in establishing financial reserves for the proper conduct of our business.These reserves will affect the amount of cash available for distribution to our unitholders.•Our general partner determines the amount and timing of asset purchases and sales, borrowings, issuances of additional partnership securitiesand the creation, reduction or increase of reserves, each of which can affect the amount of cash available for distribution to our unitholders.•Our general partner determines the amount and timing of any capital expenditures and, in accordance with the terms of our partnershipagreement, whether a capital expenditure is classified as a maintenance capital expenditure, which reduces operating surplus, or an expansion orinvestment capital expenditure, which does not reduce operating surplus. These determinations can affect the amount of cash that is distributedto our unitholders.•Our general partner determines which costs incurred by it and its affiliates are reimbursable by us.•Our general partner may cause us to borrow funds in order to permit the payment of cash distributions, even if the purpose or effect of theborrowing is to make incentive distributions.•Our partnership agreement permits us to classify up to $30 million as operating surplus, even if it is generated from asset sales, non-workingcapital borrowings or other sources that would otherwise constitute capital surplus. This cash may be used to fund distributions to our generalpartner in respect of the general partner interest or the IDRs.•Our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered to us orentering into additional contractual arrangements with any of these entities on our behalf.•Our general partner intends to limit its liability regarding our contractual and other obligations.•Our general partner may exercise its right to call and purchase all of our common units not owned by it and its affiliates if they own more than80% of the common units.•Our general partner decides whether to retain separate counsel, accountants or others to perform services for us.•Our general partner may transfer the IDRs without unitholder approval.•Our general partner may elect to cause us to issue common units to it in connection with a resetting of the target distribution levels related toour general partner’s IDRs without the approval of the conflicts committee of the board of directors of our general partner or our unitholders.This election may result in lower distributions to our common unitholders in certain situations.Please read Item 13, “Certain Relationships and Related Transactions, and Director Independence” in this Annual Report on Form 10-K. 36Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsThe duties of our general partner’s officers and directors may conflict with their duties as officers and/or directors of EQT and/or EQGP’s generalpartner.Our general partner’s officers and directors have duties to manage our business in a manner beneficial to us, our unitholders and the owner of ourgeneral partner, EQGP, which is controlled by EQT. However, four of our general partner’s directors and three of its officers are also officers and/or directors ofEQGP’s general partner, which has duties to manage the business of EQGP in a manner beneficial to EQGP and EQGP’s unitholders, including EQT.Additionally, four of our general partner’s directors and all of its officers are also officers and/or directors of EQT. Consequently, these directors and officersmay encounter situations in which their obligations to EQGP and/or EQT, as applicable, on the one hand, and us, on the other hand, are in conflict. Theresolution of these conflicts may not always be in our best interest or that of our unitholders.In addition, our general partner’s officers, all of whom are also officers of EQT and three of whom are officers of EQGP’s general partner, will haveresponsibility for overseeing the allocation of their own time and time spent by administrative personnel on our behalf and on behalf of EQGP and/or EQT.These officers face conflicts regarding these time allocations that may adversely affect our results of operations, cash flows and financial condition.EQT may compete with us, which could adversely affect our ability to grow and our results of operations and cash available for distribution. Our partnership agreement provides that our general partner will be restricted from engaging in any business activities other than acting as ourgeneral partner and those activities incidental to its ownership of interests in us. Affiliates of our general partner, including EQT and its other subsidiaries,including EQGP, are not prohibited from owning assets or engaging in businesses that compete directly or indirectly with us. EQT currently holds interests inentities that own a limited amount of natural gas midstream assets and may make investments in and purchases of entities that acquire, own and operate othernatural gas midstream assets. EQT will be under no obligation to make any acquisition opportunities available to us. Moreover, while EQT may offer us theopportunity to buy additional assets from it, it is under no contractual obligation to accept any offer we might make with respect to such opportunity.Pursuant to the terms of our partnership agreement, the doctrine of corporate opportunity, or any analogous doctrine, does not apply to our generalpartner or any of its affiliates, including its executive officers and directors, EQT and EQGP. Any such person or entity that becomes aware of a potentialtransaction, agreement, arrangement or other matter that may be an opportunity for us will not have any duty to communicate or offer such opportunity to us.Any such person or entity will not be liable to us or to any limited partner for breach of any fiduciary duty or other duty by reason of the fact that such personor entity pursues or acquires such opportunity for itself, directs such opportunity to another person or entity or does not communicate such opportunity orinformation to us. This may create actual and potential conflicts of interest between us and affiliates of our general partner and result in less than favorabletreatment of us and our common unitholders. Our partnership agreement requires that we distribute all of our available cash, which could limit our ability to grow and make acquisitions. We expect that we will distribute all of our available cash to our unitholders and will rely primarily upon external financing sources, includingcommercial bank borrowings and the issuance of debt and equity securities, to fund our acquisitions and expansion capital expenditures. As a result, to theextent we are unable to finance growth externally, our cash distribution policy will significantly impair our ability to grow. In addition, because we intend to distribute all of our available cash, our growth may not be as fast as that of businesses that reinvest their availablecash to expand ongoing operations. To the extent we issue additional units in connection with any acquisitions or expansion capital expenditures, thepayment of distributions on those additional units may increase the risk that we will be unable to maintain or increase our per unit distribution level. Thereare no limitations in our partnership agreement, and we do not anticipate there being limitations in our credit facilities, on our ability to issue additionalunits, including units ranking senior to the common units. The incurrence of additional commercial borrowings or other debt to finance our growth strategywould result in increased interest expense, which in turn may impact the available cash that we have to distribute to our unitholders. The NYSE does not require a publicly traded partnership like us to comply with certain of its corporate governance requirements. Unlike most corporations, we are not required by NYSE rules to have, and we do not intend to have, a majority of independent directors on ourgeneral partner’s board of directors or a compensation committee or a nominating and corporate37Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsgovernance committee. Additionally, any future issuance of additional common units or other securities, including to affiliates, will not be subject to theNYSE’s shareholder approval rules. Accordingly, unitholders will not have the same protections afforded to certain corporations that are subject to all of theNYSE corporate governance requirements. If any of our unitholders are not eligible taxable holders, such unitholders will not be entitled to allocations of income or loss or distributions or votingrights on their common units and their common units will be subject to redemption. In order to avoid any material adverse effect on the maximum applicable rates that can be charged to customers by our subsidiaries on assets that aresubject to rate regulation by the FERC or an analogous regulatory body, we have adopted certain requirements regarding those investors who may own ourcommon units. Eligible taxable holders are defined in our partnership agreement and generally include any individual or entity (i) whose, or whose owners’,U.S. federal income tax status (or lack of proof thereof) does not have or is not reasonably likely to have, as determined by our general partner, a materialadverse effect on the rates that can be charged to customers with respect to assets that are subject to regulation by the FERC or similar regulatory body; or (ii)as to whom our general partner cannot make the determination in clause (i) above, if our general partner determines that it is in our best interest to permit suchindividual or entity to own our partnership interests. If any of our unitholders fails to fit the requirements of an eligible taxable holder or fails to certify or hasfalsely certified that such holder is an eligible taxable holder, such unitholder will not receive allocations of income or loss or distributions or voting rightson their units and they run the risk of having their units redeemed by us at the market price calculated in accordance with our partnership agreement as of thedate of redemption. The redemption price will be paid in cash or by delivery of a promissory note, as determined by our general partner. Our partnership agreement replaces our general partner’s fiduciary duties to holders of our common units with contractual standards governing itsduties. Our partnership agreement contains provisions that eliminate the fiduciary standards to which our general partner would otherwise be held by statefiduciary duty law and replace those duties with several different contractual standards. For example, our partnership agreement permits our general partner tomake a number of decisions in its individual capacity, as opposed to in its capacity as our general partner, free of any duties to us and our unitholders otherthan the implied contractual covenant of good faith and fair dealing, which means that a court will enforce the reasonable expectations of the partners wherethe language in the partnership agreement does not provide for a clear course of action. This provision entitles our general partner to consider only theinterests and factors that it desires and relieves it of any duty or obligation to give any consideration to any interest of, or factors affecting, us, our affiliates orour limited partners. Examples of decisions that our general partner may make in its individual capacity include: •how to allocate corporate opportunities among us and its affiliates;•whether to exercise its limited call right;•whether to seek approval of the resolution of a conflict of interest by the conflicts committee of the board of directors of our general partner;•how to exercise its voting rights with respect to the units it owns;•whether to elect to reset target distribution levels;•whether to transfer the IDRs or any units it owns to a third party; and•whether or not to consent to any merger, consolidation or conversion of the partnership or amendment to our partnership agreement. By purchasing a common unit, a common unitholder agrees to become bound by the provisions in our partnership agreement, including the aboveprovisions. Our partnership agreement restricts the remedies available to holders of our common units for actions taken by our general partner that mightotherwise constitute breaches of fiduciary duty. Our partnership agreement contains provisions that restrict the remedies available to unitholders for actions taken by our general partner that mightotherwise constitute breaches of fiduciary duty under state fiduciary duty law. For example, our partnership agreement provides that: •whenever our general partner, the board of directors of our general partner or any committee thereof (including the conflicts committee) makes adetermination or takes, or declines to take, any other action in their respective capacities, our general partner, the board of directors of ourgeneral partner and any committee thereof (including the conflicts committee), as applicable, is required to make such determination, or take ordecline to take such other action, in good faith, meaning that it subjectively believed that the decision was in the best interests of our38Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentspartnership, and, except as specifically provided by our partnership agreement, will not be subject to any other or different standard imposed byour partnership agreement, Delaware law, or any other law, rule or regulation, or at equity;•our general partner will not have any liability to us or our unitholders for decisions made in its capacity as a general partner so long as suchdecisions are made in good faith;•our general partner and its officers and directors will not be liable for monetary damages to us or our limited partners resulting from any act oromission unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that our generalpartner or its officers and directors, as the case may be, acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminalmatter, acted with knowledge that the conduct was criminal; and•our general partner will not be in breach of its obligations under our partnership agreement (including any duties to us or our unitholders) if atransaction with an affiliate or the resolution of a conflict of interest is:◦approved by the conflicts committee of the board of directors of our general partner, although our general partner is not obligated toseek such approval;◦approved by the vote of a majority of our outstanding common units, excluding any common units owned by our general partner andits affiliates;◦determined by the board of directors of our general partner to be on terms no less favorable to us than those generally being provided toor available from unrelated third parties; or◦determined by the board of directors of our general partner to be fair and reasonable to us, taking into account the totality of therelationships among the parties involved, including other transactions that may be particularly favorable or advantageous to us.In connection with a situation involving a transaction with an affiliate or a conflict of interest, any determination by our general partner or theconflicts committee must be made in good faith. If an affiliate transaction or the resolution of a conflict of interest is not approved by our commonunitholders or the conflicts committee and the board of directors of our general partner determines that the resolution or course of action taken with respect tothe affiliate transaction or conflict of interest satisfies either of the standards set forth in the third and fourth sub-bullets above, then it will be presumed that,in making its decision, the board of directors acted in good faith, and in any proceeding brought by or on behalf of any limited partner or the partnershipchallenging such determination, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption. Reimbursements due to our general partner and its affiliates for services provided to us or on our behalf will reduce distributable cash flow to ourcommon unitholders. The amount and timing of such reimbursements will be determined by our general partner. Prior to making any distribution on our common units, we will reimburse our general partner and its affiliates, including EQT, for expenses theyincur and payments they make on our behalf. Under the omnibus agreement, we will reimburse our general partner and its affiliates for certain expensesincurred on our behalf, including administrative costs, such as compensation expense for those persons who provide services necessary to run our business,and insurance expenses. Our partnership agreement provides that our general partner will determine in good faith the expenses that are allocable to us. Thereimbursement of expenses and payment of fees, if any, to our general partner and its affiliates will reduce the amount of available cash to pay cashdistributions to our common unitholders. Our unitholders do not elect our general partner or vote on our general partner’s directors. Unlike the holders of common stock in a corporation, our unitholders have only limited voting rights and, therefore, limited ability to influencemanagement’s decisions regarding our business. Unitholders will have no right on an annual or ongoing basis to elect our general partner or its board ofdirectors. Rather, the board of directors of our general partner will be appointed by EQGP, which is controlled by EQT. Furthermore, if our public unitholdersare dissatisfied with the performance of our general partner, they will have limited ability to remove our general partner. As a result of these limitations, theprice at which the common units will trade could be diminished because of the absence or reduction of a takeover premium in the trading price. Our partnership agreement restricts the voting rights of unitholders owning 20% or more of our common units.Our unitholders’ voting rights are restricted by a provision in our partnership agreement which provides that any units held by a person or group thatowns 20% or more of any class of units then outstanding, other than our general partner, its affiliates, their transferees and persons who acquired such unitswith the prior approval of the board of directors of our general partner, cannot be voted on any matter. In addition, our partnership agreement containsprovisions limiting the ability of our39Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsunitholders to call meetings or to acquire information about our operations, as well as other provisions limiting our unitholders’ ability to influence themanner or direction of our management. As a result, the price at which our common units will trade may be lower because of the absence or reduction of atakeover premium in the trading price. Our general partner interest or the control of our general partner may be transferred to a third party without unitholder consent. Our general partner may transfer its general partner interest to a third party in a merger or in a sale of all or substantially all of its assets without theconsent of our unitholders. Furthermore, our partnership agreement does not restrict the ability of (i) EQGP to transfer all or a portion of its ownership interestin our general partner to a third party, or (ii) EQT to transfer all or a portion of its ownership interest in EQGP’s general partner to a third party. The new ownerof our general partner or EQGP’s general partner, as the case may be, would then be in a position to replace the board of directors and officers of our generalpartner with its own designees and thereby exert significant control over the decisions made by the board of directors and officers of our general partner. The incentive distribution rights of our general partner may be transferred to a third party without unitholder consent. EQT, through its control of EQGP, controls our general partner. Our general partner may transfer the IDRs to a third party at any time without theconsent of our unitholders. If our general partner transfers the IDRs to a third party but retains its general partner interest, our general partner may not have thesame incentive to grow our partnership and increase quarterly cash distributions to unitholders over time as it would if it had retained ownership of the IDRs. We may issue additional units without unitholder approval, which would dilute our unitholders’ existing ownership interests. Our partnership agreement does not limit the number of additional limited partner interests, including limited partner interests that rank senior to thecommon units, that we may issue at any time without the approval of our unitholders. The issuance by us of additional common units or other equitysecurities of equal or senior rank will have the following effects: •our existing unitholders’ proportionate ownership interest in us will decrease;•the amount of distributable cash flow on each unit may decrease;•because the amount payable to holders of IDRs is based on a percentage of the total distributable cash flow, the distributions to holders of IDRswill increase even if the per unit distribution on common units remains the same;•the ratio of taxable income to distributions may increase;•the relative voting strength of each previously outstanding unit may be diminished; and•the market price of the common units may decline. EQGP may sell units in the public or private markets, and such sales could have an adverse impact on the trading price of our common units. As of February 8, 2017, EQGP held 21,811,643 of our common units, representing a 26.6% limited partner interest in us. In addition, we have agreedto provide our general partner and its affiliates, including EQGP, with certain registration rights. The sale of these units in the public or private markets couldhave an adverse impact on the price of our common units or on any trading market that may develop. Our general partner intends to limit its liability regarding our obligations.Our general partner intends to limit its liability under contractual arrangements so that the counterparties to such arrangements have recourse onlyagainst our assets, and not against our general partner or its assets. Our general partner may therefore cause us to incur indebtedness or other obligations thatare nonrecourse to our general partner. Our partnership agreement permits our general partner to limit its liability, even if we could have obtained morefavorable terms without the limitation on liability. In addition, we are obligated to reimburse or indemnify our general partner to the extent that it incursobligations on our behalf. Any such reimbursement or indemnification payments would reduce the amount of cash otherwise available for distribution to ourunitholders. Our general partner has a call right that may require our unitholders to sell their common units at an undesirable time or price. 40Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsIf at any time our general partner and its affiliates own more than 80% of our outstanding common units, our general partner will have the right,which it may assign to any of its affiliates or to us, but not the obligation, to acquire all, but not less than all, of the remaining units held by unaffiliatedpersons at a price that is not less than the then-current market price of the common units. As a result, our unitholders may be required to sell their commonunits at an undesirable time or price and may not receive any return on their investment. Our common unitholders may also incur a tax liability upon a sale oftheir common units. As of February 8, 2017, affiliates of our general partner owned 27.1% of our outstanding common units. Our general partner, or any transferee holding a majority of the incentive distribution rights, may elect to cause us to issue common units to it inconnection with a resetting of the minimum quarterly distribution and the target distribution levels related to the incentive distribution rights, withoutthe approval of the conflicts committee of our general partner or our unitholders. This election may result in lower distributions to our commonunitholders in certain situations. The holder or holders of a majority of the IDRs, which is currently our general partner, have the right, at any time when the holders have receivedincentive distributions at the highest level to which they are entitled (48.0%) for each of the prior four consecutive fiscal quarters (and the amount of eachsuch distribution did not exceed adjusted operating surplus for each such quarter), to reset the minimum quarterly distribution and the initial targetdistribution levels at higher levels based on our cash distribution at the time of the exercise of the reset election. Following a reset election, the minimumquarterly distribution will be reset to an amount equal to the average cash distribution per unit for the two fiscal quarters immediately preceding the resetelection (such amount is referred to as the “reset minimum quarterly distribution”), and the target distribution levels will be reset to correspondingly higherlevels based on percentage increases above the reset minimum quarterly distribution. Our general partner has the right to transfer the IDRs at any time, inwhole or in part, and any transferee holding a majority of the IDRs shall have the same rights as our general partner with respect to resetting targetdistributions. In the event of a reset of the minimum quarterly distribution and the target distribution levels, the holders of the IDRs will be entitled to receive, inthe aggregate, the number of common units equal to that number of common units which would have entitled the holders to an average aggregate quarterlycash distribution in the prior two quarters equal to the average of the distributions on the IDRs in the prior two quarters. Our general partner will also beissued the number of general partner units necessary to maintain its general partner interest in us that existed immediately prior to the reset election. Weanticipate that our general partner would exercise this reset right in order to facilitate acquisitions or internal growth projects that would not otherwise besufficiently accretive to cash distributions per common unit. It is possible, however, that our general partner or a transferee could exercise this reset election ata time when it is experiencing, or expects to experience, declines in the cash distributions it receives related to the IDRs and may therefore desire to be issuedcommon units rather than retain the right to receive incentive distribution payments based on target distribution levels that are less certain to be achieved inthe then current business environment. This risk could be elevated if our IDRs have been transferred to a third party. As a result, a reset election may cause ourcommon unitholders to experience dilution in the amount of cash distributions that they would have otherwise received had we not issued common units toour general partner in connection with resetting the target distribution levels.Our unitholders’ liability may not be limited if a court finds that unitholder action constitutes control of our business. A general partner of a partnership generally has unlimited liability for the obligations of the partnership, except for those contractual obligations ofthe partnership that are expressly made without recourse to the general partner. Our partnership is organized under Delaware law, and we conduct business ina number of other states. The limitations on the liability of holders of limited partner interests for the obligations of a limited partnership have not beenclearly established in some of the other states in which we do business. A unitholder could be liable for any and all of our obligations as if that unitholderwere a general partner if a court or government agency were to determine that: •we were conducting business in a state but had not complied with that particular state’s partnership statute; or•such unitholder's right to act with other unitholders to remove or replace our general partner, to approve some amendments to our partnershipagreement or to take other actions under our partnership agreement constitutes “control” of our business. Furthermore, under Delaware law, a unitholder may be liable to us for the amount of a distribution for a period of three years from the date of thedistribution under certain circumstances.Our general partner may mortgage, pledge or grant a security interest in all or substantially all of our assets without prior approval of our unitholders.41Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsOur general partner may mortgage, pledge or grant a security interest in all or substantially all of our assets without prior approval of our unitholders.If our general partner at any time were to decide to incur debt and secure its obligations or indebtedness by all or substantially all of our assets, and if ourgeneral partner were to be unable to satisfy such obligations or repay such indebtedness, the lenders could seek to foreclose on our assets. The lenders couldalso sell all or substantially all of our assets under such foreclosure or other realization upon those encumbrances without prior approval of our unitholders,which would adversely affect the price of our common units.Unitholders may have liability to repay distributions that were wrongfully distributed to them. Under certain circumstances, unitholders may have to repay amounts wrongfully returned or distributed to them. Under Section 17-607 of theDelaware Revised Uniform Limited Partnership Act, we may not make a distribution to our unitholders if the distribution would cause our liabilities toexceed the fair value of our assets. Delaware law provides that for a period of three years from the date of an impermissible distribution, limited partners whoreceived the distribution and who knew at the time of the distribution that it violated Delaware law will be liable to the limited partnership for thedistribution amount. Transferees of common units are liable both for the obligations of the transferor to make contributions to the partnership that wereknown to the transferee at the time of transfer and for those obligations that were unknown if the liabilities could have been determined from the partnershipagreement. Neither liabilities to partners on account of their partnership interest nor liabilities that are non-recourse to the partnership are counted forpurposes of determining whether a distribution is permitted. Tax Risks to Our Common Unitholders Our tax treatment depends on our status as a partnership for federal income tax purposes. If the IRS were to treat us as a corporation for federalincome tax purposes, which would subject us to entity-level taxation, then our distributable cash flow to our unitholders would be substantially reduced. The anticipated after-tax economic benefit of an investment in our common units depends largely on our being treated as a partnership for federalincome tax purposes. We have not requested, and do not currently plan to request, a ruling from the IRS on this or any other tax matter affecting us. Despite the fact that we are a limited partnership under Delaware law, it is possible in certain circumstances for a partnership such as ours to betreated as a corporation for federal income tax purposes. A change in our business or a change in current law could cause us to be treated as a corporation forfederal income tax purposes or otherwise subject us to taxation as an entity. If we were treated as a corporation for federal income tax purposes, we would pay federal income tax on our taxable income at the corporate tax rate,which is currently a maximum of 35%, and would likely pay state and local income tax at varying rates. Distributions to our unitholders would generally betaxed again as corporate dividends (to the extent of our current and accumulated earnings and profits), and no income, gains, losses, deductions or creditswould flow through to our unitholders. Because a tax would be imposed upon us as a corporation, our distributable cash flow to our unitholders would besubstantially reduced. Therefore, if we were treated as a corporation for federal income tax purposes there would be a material reduction in the anticipatedcash flow and after-tax return to our unitholders, likely causing a substantial reduction in the value of our common units.Our partnership agreement provides that, if a law is enacted or existing law is modified or interpreted in a manner that subjects us to taxation as acorporation or otherwise subjects us to entity-level taxation for federal, state or local income tax purposes, the minimum quarterly distribution amount andthe target distribution amounts may be adjusted to reflect the impact of that law on us. If we were subjected to a material amount of additional entity-level taxation by individual states or other taxing jurisdictions, it would reduce ourdistributable cash flow to our unitholders. Changes in current law may subject us to additional entity-level taxation by individual states or other taxing jurisdictions. Because of widespreadbudget deficits and other reasons, several states and other taxing jurisdictions are evaluating ways to subject partnerships to entity-level taxation through theimposition of income, franchise and other forms of taxation. Imposition of such additional tax on us would reduce the distributable cash flow to ourunitholders. Our partnership agreement provides that, if a law is enacted or existing law is modified or interpreted in a manner that subjects us to entity-leveltaxation, the minimum quarterly distribution amount and the target distribution amounts may be adjusted to reflect the impact of that law on us.42Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents The tax treatment of publicly traded partnerships or an investment in our common units could be subject to potential legislative, judicial oradministrative changes and differing interpretations, possibly on a retroactive basis. The present federal income tax treatment of publicly traded partnerships, including us, or an investment in our common units may be modified byadministrative, legislative or judicial changes or differing interpretations at any time. From time to time, members of the U.S. Congress propose and considersuch substantive changes to the existing federal income tax laws that affect publicly traded partnerships. If successful, the proposals could eliminate thequalifying income exception to the treatment of all publicly traded partnerships as corporations upon which we rely for our treatment as a partnership for U.S.federal income tax purposes. We are unable to predict whether any of these changes or other proposals will ultimately be enacted, but it is possible that achange in law could affect us and may, if enacted, be applied retroactively. Any such changes could negatively impact the value of an investment in ourcommon units. Our unitholders’ share of our income will be taxable to them for U.S. federal income tax purposes even if they do not receive any cash distributionsfrom us. Because a unitholder will be treated as a partner to whom we will allocate taxable income which could be different in amount than the cash wedistribute, a unitholder’s allocable share of our taxable income will be taxable to it, which may require the payment of federal income taxes and, in somecases, state and local income taxes on its share of our taxable income even if it receives no cash distributions from us. Our unitholders may not receive cashdistributions from us equal to their share of our taxable income or even equal to the actual tax liability that results from that income. If the IRS contests the federal income tax positions we take, the market for our common units may be adversely impacted and the cost of any IRS contestwill reduce our distributable cash flow to our unitholders. We have not requested, and do not currently plan to request, a ruling from the IRS with respect to our treatment as a partnership for federal incometax purposes or any other tax matter affecting us. The IRS may adopt positions that differ from the conclusions of our counsel expressed in a prospectus orfrom the positions we take, and the IRS’s positions may ultimately be sustained. It may be necessary to resort to administrative or court proceedings to sustainsome or all of our counsel’s conclusions or the positions we take and such positions may not ultimately be sustained. A court may not agree with some or allof our counsel’s conclusions or the positions we take. Any contest with the IRS, and the outcome of any IRS contest, may have a materially adverse impact onthe market for our common units and the price at which they trade. In addition, our costs of any contest with the IRS will be borne indirectly by ourunitholders and our general partner because the costs will reduce our distributable cash flow. If the IRS makes audit adjustments to our income tax returns for tax years beginning after 2017, it may collect any resulting taxes (including anyapplicable penalties and interest) directly from us, in which case our cash available for distribution to our unitholders might be substantially reduced.Pursuant to the Bipartisan Budget Act of 2015, if the IRS makes audit adjustments to our income tax returns for tax years beginning after 2017, itmay collect any resulting taxes (including any applicable interest and penalties) directly from us. We will generally have the ability to shift any such taxliability to our general partner and our unitholders in accordance with their interests in us during the year under audit, but there can be no assurance that wewill be able to do so (or will choose to do so) under all circumstances, or that we will be able to (or choose to) effect corresponding shifts in state income orsimilar tax liability resulting from the IRS adjustment in states in which we do business in the year under audit or in the adjustment year. If we makepayments of taxes, penalties and interest resulting from audit adjustments, our cash available for distribution to our unitholders might be substantiallyreduced.Tax gain or loss on the disposition of our common units could be more or less than expected. If our unitholders sell their common units, our unitholders will recognize a gain or loss for federal income tax purposes equal to the differencebetween the amount realized and their tax basis in those common units. Because distributions in excess of our unitholders' allocable share of our net taxableincome decrease their tax basis in their common units, the amount, if any, of such prior excess distributions with respect to the common units our unitholderssell will, in effect, become taxable income to our unitholders if they sell such common units at a price greater than their tax basis in those common units, evenif the price our unitholders receive is less than their original cost. Furthermore, a substantial portion of the amount realized on any sale or other disposition ofour unitholders' common units, whether or not representing gain, may be taxed as ordinary income due to potential recapture items, including depreciationrecapture. In addition, because the amount realized includes our43Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsunitholders' share of our nonrecourse liabilities, if our unitholders sell their common units, our unitholders may incur a tax liability in excess of the amount ofcash they receive from the sale. Tax-exempt entities and non-U.S. persons face unique tax issues from owning our common units that may result in adverse tax consequences to them. Investment in common units by tax-exempt entities, such as employee benefit plans and individual retirement accounts (known as IRAs), and non-U.S. persons raises issues unique to them. For example, virtually all of our income allocated to organizations that are exempt from federal income tax,including IRAs and other retirement plans, will be unrelated business taxable income and will be taxable to them. Distributions to non-U.S. persons will bereduced by withholding taxes at the highest applicable effective tax rate, and non-U.S. persons will be required to file U.S. federal income tax returns and paytax on their share of our taxable income. If our unitholders are tax-exempt entities or non-U.S. persons, our unitholders should consult a tax advisor beforeinvesting in our common units. We will treat each purchaser of common units as having the same tax benefits without regard to the actual common units purchased. The IRS maychallenge this treatment, which could adversely affect the value of the common units. Because we cannot match transferors and transferees of common units and because of other reasons, we adopt depreciation and amortizationpositions that may not conform to all aspects of existing Treasury Regulations. A successful IRS challenge to those positions could adversely affect theamount of tax benefits available to our unitholders. It also could affect the timing of these tax benefits or the amount of gain from our unitholders' sales ofcommon units and could have a negative impact on the value of our common units or result in audit adjustments to our unitholders' tax returns. We prorate our items of income, gain, loss and deduction for U.S. federal income tax purposes between transferors and transferees of our units eachmonth based upon the ownership of our units on the first day of each month, instead of on the basis of the date a particular unit is transferred. The IRSmay challenge this treatment, which could change the allocation of items of income, gain, loss and deduction among our unitholders. We prorate our items of income, gain, loss and deduction for U.S. federal income tax purposes between transferors and transferees of our units eachmonth based upon the ownership of our units on the first day of each month, instead of on the basis of the date a particular unit is transferred. The Departmentof Treasury recently adopted final Treasury Regulations allowing a similar monthly convention for taxable years beginning on or after August 3, 2015.However, such final regulations do not specifically authorize the use of the proration method we have adopted. If the IRS were to challenge our prorationmethod or new Treasury Regulations were issued, we may be required to change the allocation of items of income, gain, loss and deduction among ourunitholders. We are authorized to revise our method of allocation between transferee and transferor unitholders, as well as among unitholders whose interestsvary during a taxable year, to conform to a method permitted under future Treasury Regulations.A unitholder who disposes of units prior to the record date set for a cash distribution for that quarter will be allocated items of our income, gain, lossand deduction attributable to the month of disposition but will not be entitled to receive a cash distribution for that period. A unitholder whose common units are loaned to a “short seller” to cover a short sale of common units may be considered as having disposed of thosecommon units. If so, the unitholder would no longer be treated for federal income tax purposes as a partner with respect to those common units duringthe period of the loan and may recognize gain or loss from the disposition. Because a unitholder whose common units are loaned to a “short seller” to cover a short sale of common units may be considered as having disposedof the loaned common units, the unitholder may no longer be treated for federal income tax purposes as a partner with respect to those common units duringthe period of the loan to the short seller and the unitholder may recognize gain or loss from such disposition. Moreover, during the period of the loan to theshort seller, any of our income, gain, loss or deduction with respect to those common units may not be reportable by the unitholder and any cash distributionsreceived by the unitholder as to those common units could be fully taxable as ordinary income. Our unitholders desiring to assure their status as partners andavoid the risk of gain recognition from a loan to a short seller are urged to consult a tax advisor to discuss whether it is advisable to modify any applicablebrokerage account agreements to prohibit their brokers from loaning their common units. 44Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsWe have adopted certain valuation methodologies in determining a unitholder’s allocations of income, gain, loss and deduction. The IRS may challengethese methodologies or the resulting allocations, and such a challenge could adversely affect the value of our common units.In determining the items of income, gain, loss and deduction allocable to our unitholders, we must routinely determine the fair market value of ourassets. Although we may from time to time consult with professional appraisers regarding valuation matters, we make many fair market value estimates usinga methodology based on the market value of our common units as a means to measure the fair market value of our assets. The IRS may challenge thesevaluation methods and the resulting allocations of income, gain, loss and deduction.A successful IRS challenge to these methods or allocations could adversely affect the timing or amount of taxable income or loss being allocated toour unitholders. It also could affect the amount of gain from our unitholders’ sale of common units and could have a negative impact on the value of thecommon units or result in audit adjustments to our unitholders’ tax returns without the benefit of additional deductions.The sale or exchange of 50% or more of our capital and profits interests during any twelve-month period will result in the termination of ourpartnership for federal income tax purposes. We will be considered to have technically terminated our partnership for federal income tax purposes if there is a sale or exchange of 50% or more ofthe total interests in our capital and profits within a twelve-month period. For purposes of determining whether the 50% threshold has been met, multiplesales of the same interest will be counted only once. Our technical termination would, among other things, result in the closing of our taxable year for allunitholders, which would result in us filing two tax returns (and our unitholders could receive two Schedules K-1 if relief was not available and/or granted bythe IRS to provide one Schedule K-1 to unitholders for the year notwithstanding two partnership tax years) for one fiscal year and could result in a deferral ofdepreciation deductions allowable in computing our taxable income. In the case of a unitholder reporting on a taxable year other than a fiscal year endingDecember 31, the closing of our taxable year may also result in more than twelve months of our taxable income or loss being includable in his taxableincome for the year of termination. Our termination currently would not affect our classification as a partnership for federal income tax purposes, but insteadwe would be treated as a new partnership for tax purposes. If treated as a new partnership, we must make new tax elections and could be subject to penalties ifwe are unable to determine that a termination occurred. As a result of investing in our common units, our unitholders may become subject to state and local taxes and return filing requirements in jurisdictionswhere we operate or own or acquire properties. In addition to federal income taxes, our unitholders will likely be subject to other taxes, including state and local taxes, unincorporated businesstaxes and estate, inheritance or intangible taxes that are imposed by the various jurisdictions in which we conduct business or own property now or in thefuture, even if they do not live in any of those jurisdictions. Our unitholders will likely be required to file state and local income tax returns and pay state andlocal income taxes in some or all of these various jurisdictions. Further, our unitholders may be subject to penalties for failure to comply with thoserequirements. We own property or conduct business in Pennsylvania, West Virginia and Ohio and will be expanding into Virginia with the MVP, each ofwhich currently imposes a personal income tax on individuals. Each of these states also imposes an income or gross receipts tax on corporations and otherentities. As we make acquisitions or expand our business, we may own property or conduct business in additional states that impose a personal income tax. Itis our unitholders’ responsibility to file all U.S. federal, state and local tax returns. Compliance with and changes in tax laws could adversely affect our performance. We are subject to extensive tax laws and regulations, including federal, state and foreign income taxes and transactional taxes such as excise,sales/use, payroll, franchise and ad valorem taxes. New tax laws and regulations and changes in existing tax laws and regulations are continuously beingenacted that could result in increased tax expenditures in the future. Many of these tax liabilities are subject to audits by the respective taxing authority.These audits may result in additional taxes as well as interest and penalties. See also Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” for further discussion regarding EQM's exposure to market risks,which is incorporated herein by reference.45Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsItem 1B. Unresolved Staff Comments None.Item 2. Properties For a description of material properties, see Item 1, “Business,” which is incorporated herein by reference. Item 3. Legal Proceedings In the ordinary course of business, various legal and regulatory claims and proceedings are pending or threatened against EQM. While the amountsclaimed may be substantial, EQM is unable to predict with certainty the ultimate outcome of such claims and proceedings. EQM accrues legal and otherdirect costs related to loss contingencies when actually incurred. EQM has established reserves it believes to be appropriate for pending matters and, afterconsultation with counsel and giving appropriate consideration to available insurance, EQM believes that the ultimate outcome of any matter currentlypending against it will not materially affect its business, financial condition, results of operations, liquidity or ability to make distributions.Environmental ProceedingsBetween September 2015 and February 2016, EQM, as the operator of the AVC facilities which at that time were owned by EQT, received eightNotices of Violation (NOVs) from the Pennsylvania Department of Environmental Protection (PADEP). The NOVs alleged violations of the PennsylvaniaClean Streams Law in connection with inadvertent releases of sediment and bentonite to water that occurred while drilling for a pipeline replacement projectin Cambria County, Pennsylvania. EQT and EQM immediately addressed the releases and fully cooperated with the PADEP. In April 2016, EQM received aproposed consent assessment of civil penalty from the PADEP that proposed a civil penalty related to the NOVs. In October 2016, EQM acquired the AVCfacilities from EQT, including any future obligations related to these releases. EQM and the PADEP have put their discussions regarding the proposed civilpenalty on hold pending the completion of mitigation activities. While the PADEP’s claims may result in penalties that exceed $100,000, EQM expects thatthe resolution of this matter will not have a material impact on its financial position, results of operations, liquidity or ability to make distributions.EQM has received a number of other NOVs from environmental agencies in some of the states in which EQM operates alleging various violations ofoil and gas, air, water and waste regulations. EQM has responded to these NOVs and has, where applicable, substantially corrected or remediated the areas inquestion. EQM disputes the facts alleged in a number of the NOVs and cannot predict with certainty whether any or all of these NOVs will result in penalties.If penalties are imposed, an individual penalty or the aggregate of these penalties could result in monetary sanctions in excess of $100,000.Item 4. Mine Safety Disclosures Not applicable.46Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsPART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities EQM’s common units are listed on the NYSE under the symbol “EQM." The following table sets forth the high and low sales prices reflected in theNYSE Composite Transactions of the common units, as reported by the NYSE, as well as the amount of cash distributions declared per quarter for 2016 and2015. Common Unit Data by Quarter 2016 2015 Unit Price Range Distributions Unit Price Range Distributions per Common per Common High Low Unit High Low Unit1st Quarter $77.70 $57.88 $0.71 $92.09 $73.94 $0.582nd Quarter 80.63 69.22 0.745 89.47 76.69 0.613rd Quarter 80.58 74.49 0.78 83.68 59.21 0.644th Quarter $78.78 $69.20 $0.815 $79.10 $56.52 $0.675 As of January 31, 2017, there were three unitholders of record of EQM’s common units. A cash distribution of $0.85 per common unit was declaredon January 19, 2017 and will be paid on February 14, 2017 to unitholders of record at the close of business on February 3, 2017. As of December 31, 2016, EQM had also issued 1,443,015 general partner units for which there is no established public trading market. See Note 7to the consolidated financial statements included in Item 8, "Financial Statements and Supplementary Data," of this Form 10-K for information on thesignificant provisions of EQM’s partnership agreement that relate to distributions of available cash, minimum quarterly distributions and incentivedistribution rights. Recent Sales of Unregistered SecuritiesNone.Market Repurchases EQM did not repurchase any of its common units during 2016. Equity Compensation Plans The information relating to EQM’s equity compensation plans required by Item 5 is included in Item 12, “Security Ownership of Certain BeneficialOwners and Management and Related Stockholder Matters” of this Form 10-K, which is incorporated herein by reference.Item 6. Selected Financial Data The following selected financial data should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Conditionand Results of Operations” and Item 8, “Financial Statements and Supplementary Data” of this Form 10-K. EQM closed its IPO on July 2, 2012. Equitrans is a Pennsylvania limited partnership and the predecessor for accounting purposes of EQM. Forperiods prior to the IPO, the following selected financial data reflect the assets, liabilities and results of operations of Equitrans presented on a carve-outbasis. For periods beginning at or following the IPO, the selected financial data reflect the assets, liabilities and results of operations of EQM and itsconsolidated subsidiaries. EQM’s consolidated financial statements have been retrospectively recast for all periods presented to include the historical resultsof AVC, Rager, the Gathering Assets, NWV Gathering, Jupiter and Sunrise as these were businesses and the acquisitions were transactions between entitiesunder common control. The selected financial data covering the periods prior to the October 2016 Acquisition, prior to the NWV Gathering Acquisition, priorto the Jupiter Acquisition, prior to the Sunrise Merger and prior to47Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsthe closing of the IPO may not necessarily be indicative of the actual results of operations had AVC, Rager, the Gathering Assets, NWV Gathering, Jupiter,Sunrise and Equitrans been operated together during those periods. As of and for the Years Ended December 31, 2016 2015 2014 2013 2012Statements of Consolidated Operations (Thousands, except per share amounts) Operating revenues $735,614 $632,936 $489,218 $362,810 $244,780Operating income 526,949 451,036 332,595 248,628 154,191Net income $537,954 $455,126 $284,816 $191,653 $112,634Net income per limited partner unit (a) Basic $5.21 $4.71 $3.53 $2.47 $1.03Diluted 5.21 4.70 3.52 2.46 1.03Cash distributions paid per limited partner unit $3.050 $2.505 $2.02 $1.55 $0.35 Consolidated Balance Sheets Total assets $3,075,840 $2,833,358 $1,943,366 $1,437,680 $1,033,324Long-term debt $985,732 $493,401 $492,633 $— $—(a) Net income attributable to AVC, Rager and the Gathering Assets for periods prior to October 1, 2016, net income attributable to NWV Gathering forperiods prior to March 17, 2015, net income attributable to Jupiter for periods prior to May 7, 2014, net income attributable to Sunrise for periodsprior to July 22, 2013 and net income attributable to periods prior to the IPO were not allocated to the limited partners for purposes of calculatingnet income per limited partner unit. See Note 1 to the consolidated financial statements included in Item 8 of this Form 10-K for further discussion.Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsYou should read the following discussion and analysis of financial condition and results of operations in conjunction with the consolidatedfinancial statements, and the notes thereto, included in Item 8 of this Annual Report on Form 10-K.Executive Overview Key transactions during 2016 included the October 2016 Acquisition, the OVC project being placed in-service, phase one of the Range ResourcesHeader Pipeline project being placed in-service, the $500 million senior notes offering and the ATM offerings as discussed in the Overview section of Item 1,"Business."EQM reported net income of $538.0 million in 2016 compared with $455.1 million in 2015. The increase primarily resulted from higher revenuesfrom both gathering and transmission and storage, which were primarily driven by affiliate production development in the Marcellus Shale, higher otherincome and lower net interest expense. These items were partly offset by higher income taxes and an increase in operating expenses, consistent with thegrowth of the business.EQM reported net income of $455.1 million in 2015 compared with $284.8 million in 2014. The increase primarily resulted from higher revenuesfrom both gathering and transmission and storage, which were primarily driven by affiliate production development in the Marcellus Shale, lower income taxexpense and higher other income. These items were partly offset by an increase in operating expenses, consistent with the growth of the business, and highernet interest expense.On January 19, 2017, EQM declared a cash distribution to EQM unitholders of $0.85 per unit, which represented a 4% increase over the previousdistribution paid on November 14, 2016 of $0.815 per unit and a 20% increase over the distribution paid on February 12, 2016 of $0.71 per unit related tothe fourth quarter of 2015. Total distributions related to 2016 were $3.19 per unit compared to $2.635 per unit total distributions related to 2015, a 21%increase.Business Segment Results Operating segments are revenue-producing components of the enterprise for which separate financial information is produced internally and issubject to evaluation by the chief operating decision maker in deciding how to allocate resources. Other income and net interest expense are managed on aconsolidated basis. EQM has presented each segment’s operating48Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsincome and various operational measures in the following sections. Management believes that the presentation of this information provides usefulinformation to management and investors regarding the financial condition, results of operations and trends of segments. EQM has reconciled each segment’soperating income to EQM’s consolidated operating income and net income in Note 4 to the consolidated financial statements. GATHERING RESULTS OF OPERATIONS Years Ended December 31, 2016 2015 %change2016 –2015 2014 % change2015 -2014FINANCIAL DATA (Thousands, other than per day amounts)Firm reservation fee revenues $339,237 $267,517 26.8 $37,449 614.4Volumetric based fee revenues: Usage fees under firm contracts(a) 38,408 33,021 16.3 44,594 (26.0)Usage fees under interruptible contracts 19,849 34,567 (42.6) 151,902 (77.2)Total volumetric based fee revenues 58,257 67,588 (13.8) 196,496 (65.6)Total operating revenues 397,494 335,105 18.6 233,945 43.2Operating expenses: Operating and maintenance 38,367 37,011 3.7 31,576 17.2Selling, general and administrative 39,678 30,477 30.2 30,966 (1.6)Depreciation and amortization 30,422 24,360 24.9 23,977 1.6Total operating expenses 108,467 91,848 18.1 86,519 6.2Operating income $289,027 $243,257 18.8 $147,426 65.0 OPERATIONAL DATA Gathering volumes (BBtu per day) Firm capacity reservation 1,553 1,140 36.2 180 533.3Volumetric based services(b) 420 485 (13.4) 1,063 (54.4)Total gathered volumes 1,973 1,625 21.4 1,243 30.7 Capital expenditures $295,315 $225,537 30.9 $253,638 (11.1)(a)Includes fees on volumes gathered in excess of firm contracted capacity.(b)Includes volumes gathered under interruptible contracts and volumes gathered in excess of firm contracted capacity.Year Ended December 31, 2016 Compared to Year Ended December 31, 2015Gathering revenues increased by $62.4 million primarily as a result of higher affiliate and third party volumes gathered in 2016 compared to 2015,driven by production development in the Marcellus Shale. EQM increased firm reservation fee revenues in 2016 compared to 2015 as a result of affiliates andthird parties contracting for additional capacity under firm contracts, which resulted in increased firm gathering capacity of approximately 300 MMcf per dayfollowing the completion of the NWV Gathering and Jupiter expansion projects in the fourth quarter of 2015. The decrease in usage fees under interruptiblecontracts was primarily due to these additional contracts for firm capacity. Operating expenses increased by $16.6 million for the year ended December 31, 2016 compared to the year ended December 31, 2015. Selling,general and administrative expenses increased as a result of higher allocations and personnel costs from EQT. The increase in depreciation and amortizationexpense resulted from additional assets placed in-service, including those associated with the NWV Gathering and Jupiter expansion projects.49Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsYear Ended December 31, 2015 Compared to Year Ended December 31, 2014Gathering revenues increased by $101.2 million primarily as a result of higher affiliate volumes gathered driven by production development in theMarcellus Shale. EQM significantly increased firm reservation fee revenues in 2015 compared to 2014 as a result of increased capacity under firm contractswith affiliates. The decrease in usage fees was primarily due to affiliates contracting for additional firm capacity.Operating expenses increased by $5.3 million for the year ended December 31, 2015 compared to the year ended December 31, 2014. Operating andmaintenance expense increased as a result of higher allocations, including personnel costs, from EQT of $2.7 million and higher repairs and maintenanceexpenses associated with increased throughput.TRANSMISSION RESULTS OF OPERATIONS Years Ended December 31, 2016 2015 %change2016 –2015 2014 % change2015 -2014FINANCIAL DATA (Thousands, other than per day amounts)Firm reservation fee revenues $277,816 $247,231 12.4 $202,112 22.3Volumetric based fee revenues: Usage fees under firm contracts(a) 45,679 42,646 7.1 41,828 2.0Usage fees under interruptible contracts 14,625 7,954 83.9 11,333 (29.8)Total volumetric based fee revenues 60,304 50,600 19.2 53,161 (4.8)Total operating revenues 338,120 297,831 13.5 255,273 16.7Operating expenses: Operating and maintenance 34,846 33,092 5.3 24,837 33.2Selling, general and administrative 33,083 31,425 5.3 20,183 55.7Depreciation and amortization 32,269 25,535 26.4 25,084 1.8Total operating expenses 100,198 90,052 11.3 70,104 28.5Operating income $237,922 $207,779 14.5 $185,169 12.2 OPERATIONAL DATA Transmission pipeline throughput (BBtu per day) Firm capacity reservation 1,651 1,841 (10.3) 1,405 31.0Volumetric based services(b) 430 281 53.0 389 (27.8)Total transmission pipeline throughput 2,081 2,122 (1.9) 1,794 18.3 Average contracted firm transmission reservationcommitments (BBtu per day) 2,814 2,624 7.2 2,056 27.6 Capital expenditures $292,049 $203,706 43.4 $137,317 48.3(a)Includes commodity charges and fees on volumes transported in excess of firm contracted capacity.(b)Includes volumes transported under interruptible contracts and volumes transported in excess of firm contracted capacity.Year Ended December 31, 2016 Compared to Year Ended December 31, 2015Transmission and storage revenues increased by $40.3 million. Firm reservation fee revenues increased due to affiliates contracting for additionalcapacity under firm contracts, primarily on the OVC, as well as higher contractual rates on existing contracts in the current year. Higher usage fees under firmcontracts were driven by an increase in affiliate volumes in excess of firm capacity associated with increased production development in the Marcellus Shale,partly offset by lower usage50Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsfees from third party producers which is reflected in reduced firm capacity reservation throughput for the year ended December 31, 2016 compared to the yearended December 31, 2015. These volumes also decreased as a result of warmer weather in the first quarter of 2016. This decrease in transported volumes didnot have a significant impact on firm reservation fee revenues. Usage fees under interruptible contracts for the year ended December 31, 2016 increased as aresult of higher third party volumes transported or stored on an interruptible basis.Operating expenses increased by $10.1 million for the year ended December 31, 2016 compared to the year ended December 31, 2015. The increasein operating and maintenance expense resulted primarily from higher repairs and maintenance expenses associated with increased throughput. Selling,general and administrative expenses increased primarily as a result of higher allocations and personnel costs from EQT. The increase in depreciation andamortization expense was primarily a result of higher depreciation on the increased investment in transmission infrastructure, including those associated withthe OVC and the AVC facilities.Year Ended December 31, 2015 Compared to Year Ended December 31, 2014Transmission and storage revenues increased by $42.6 million reflecting production development in the Marcellus Shale by affiliate and third partyproducers. The increase primarily resulted from higher firm reservation fee revenues of $45.1 million partly offset by lower usage fees under interruptiblecontracts. The decrease in usage fees was primarily due to customers contracting for additional firm capacity.Operating expenses increased $19.9 million for the year ended December 31, 2015 compared to the year ended December 31, 2014. The increase inoperating and maintenance expense resulted from higher repairs and maintenance expenses of $4.3 million associated with increased throughput, higherproperty taxes of $2.3 million and higher allocations, including personnel costs, from EQT. Selling, general and administrative expense increased primarilyas a result of higher allocations and personnel costs from EQT.Other Income Statement Items In conjunction with the October 2016 Acquisition discussed in Note 2 to the consolidated financial statements the operating agreement of EES wasamended to provide for mandatory redemption of the Preferred Interest at the end of the preference period, which is expected to be December 31, 2034. As aresult of this amendment, the accounting for EQM's investment in EES converted from a cost method investment to a note receivable effective October 1,2016. This conversion did not impact the carrying value of this instrument; however, distributions from EES subsequent to the amendment will be recordedpartly as interest income and partly as a reduction in the note receivable. This change will decrease the amount of other income recognized in future periodsand increase interest income. It will have no impact on expected cash flows during the preference period. On the statements of consolidated operations for theyear ended December 31, 2016, other income included $8.3 million and net interest expense included interest income of $1.7 million related to the PreferredInterest. For the year ending December 31, 2017, interest income of $6.8 million related to the Preferred Interest is expected to reduce net interest expense onthe statements of consolidated operations.Other income increased by $29.2 million for the year ended December 31, 2016 compared to the year ended December 31, 2015 primarily driven byincreased AFUDC - equity of $13.1 million mainly attributable to increased spending on the OVC project, distributions received from EES of $8.3 millionprior to the conversion to a note receivable for accounting purposes and higher equity income related to EQM's portion of the MVP Joint Venture's AFUDCon the MVP. Other income increased by $5.4 million for the year ended December 31, 2015 compared to the year ended December 31, 2014 primarily drivenby increased AFUDC - equity of $3.0 million mainly attributable to increased spending on the OVC project and higher equity income related to EQM'sportion of the MVP Joint Venture's AFUDC on the MVP. In 2017, AFUDC - equity is expected to decrease substantially as a result of the OVC beginningservice on October 1, 2016, and distributions received from EES included in other income will be zero as a result of the Preferred Interest conversion to a notereceivable. Equity income related to EQM's portion of the MVP Joint Venture's AFUDC on the MVP is expected to increase in 2017 as spending on theproject increases.Net interest expense decreased by $4.6 million for the year ended December 31, 2016 compared to the year ended December 31, 2015 primarilydriven by higher capitalized interest and AFUDC - debt of $3.8 million associated with increased spending primarily on the OVC, decreased interest expenseof $2.8 million on lower credit facility borrowings and interest income subsequent to the Preferred Interest conversion to a note receivable. The items whichdecreased net interest expense were partly offset by interest incurred on the long term debt issued in November 2016. Net interest expense increased by $10.5million for the year ended December 31, 2015 compared to the year ended December 31, 2014 primarily related to a full year of interest on EQM's long-termdebt issued in August 2014 and increased interest on EQM's credit facility borrowings partly51Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsoffset by higher capitalized interest and AFUDC - debt associated with increased spending on regulated projects. As a result of the OVC beginning service onOctober 1, 2016, AFUDC - debt will substantially decrease in 2017.See Note 11 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for discussion of income tax expense(benefit).See “Investing Activities” and “Capital Requirements” in the “Capital Resources and Liquidity” section below for a discussion of capitalexpenditures.Non-GAAP Financial MeasuresAdjusted EBITDA and distributable cash flow are non-GAAP supplemental financial measures that management and external users of EQM’sconsolidated financial statements, such as industry analysts, investors, lenders and rating agencies, use to assess:•EQM’s operating performance as compared to other publicly traded partnerships in the midstream energy industry without regard to historicalcost basis or, in the case of adjusted EBITDA, financing methods;•the ability of EQM’s assets to generate sufficient cash flow to make distributions to EQM’s unitholders;•EQM’s ability to incur and service debt and fund capital expenditures; and•the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.EQM believes that adjusted EBITDA and distributable cash flow provide useful information to investors in assessing its financial condition andresults of operations. Adjusted EBITDA and distributable cash flow should not be considered as alternatives to net income, operating income, net cashprovided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Adjusted EBITDA anddistributable cash flow have important limitations as analytical tools because they exclude some, but not all, items that affect net income and net cashprovided by operating activities. Additionally, because adjusted EBITDA and distributable cash flow may be defined differently by other companies in itsindustry, EQM’s adjusted EBITDA and distributable cash flow may not be comparable to similarly titled measures of other companies, thereby diminishingthe utility of the measures. Distributable cash flow should not be viewed as indicative of the actual amount of cash that EQM has available for distributionsfrom operating surplus or that it plans to distribute.52Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsReconciliation of Non-GAAP Financial Measures The following table presents a reconciliation of EQM non-GAAP financial measures of adjusted EBITDA and distributable cash flow with the mostdirectly comparable EQM GAAP financial measures of net income and net cash provided by operating activities. Years Ended December 31, 2016 2015 2014 (Thousands)Net income$537,954 $455,126 $284,816Add: Net interest expense16,766 21,345 10,871Depreciation and amortization expense62,691 49,895 49,061Income tax expense (benefit)10,147 (16,741) 40,221Preferred Interest payments received post conversion (a)2,764 — —Non-cash long-term compensation expense195 1,467 3,368Less: Non-cash adjustments— — (1,520)Equity income(9,898) (2,367) —AFUDC – equity(19,402) (6,327) (3,313)Pre-acquisition capital lease payments for AVC (b)(17,186) (22,059) (21,802)Adjusted EBITDA attributable to Jupiter prior to acquisition (c)— — (34,733)Adjusted EBITDA attributable to NWV Gathering prior to acquisition (d)— (19,841) (62,431)Adjusted EBITDA attributable to the October 2016 Acquisition prior to acquisition (e)(11,420) (11,483) (8,890)Adjusted EBITDA$572,611 $449,015 $255,648Less: Net interest expense excluding interest income on the Preferred Interest (f)(18,506) (22,436) (10,968)Capitalized interest and AFUDC – debt (g)(9,400) — —Ongoing maintenance capital expenditures net of reimbursements (h)(21,434) (20,099) (15,196)Distributable cash flow$523,271 $406,480 $229,484 Net cash provided by operating activities$537,904 $489,706 $324,804Adjustments: Pre-acquisition capital lease payments for AVC (b)(17,186) (22,059) (21,802)Capitalized interest and AFUDC – debt (g)(9,400) — —Ongoing maintenance capital expenditures net of reimbursements (h)(21,434) (20,099) (15,196)Current tax expense1,373 13,945 12,584Adjusted EBITDA attributable to Jupiter prior to acquisition (c)— — (34,733)Adjusted EBITDA attributable to NWV Gathering prior to acquisition (d)— (19,841) (62,431)Adjusted EBITDA attributable to the October 2016 Acquisition prior to acquisition (e)(11,420) (11,483) (8,890)Other, including changes in working capital43,434 (23,689) 35,148Distributable cash flow$523,271 $406,480 $229,484(a)In conjunction with the October 2016 Acquisition, the operating agreement of EES was amended and the accounting for EQM's Preferred Interest inEES converted from a cost method investment to a note receivable effective October 1, 2016. There were no changes in the cash payments; however,distributions from EES subsequent to this amendment were recorded partly as a reduction in the note receivable ($1.0 million) and partly as interestincome ($1.7 million), which is included in net interest expense in the accompanying statements of consolidated operations. Distributions receivedfrom EES prior to this amendment in 2016 were included in other income in the accompanying statements of consolidated operations. Thecalculation of adjusted EBITDA changed from the prior period to reflect the cash payments from the Preferred Interest in a consistent manner despitethe change in accounting treatment.53Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents(b)Reflects capital lease payments due under the lease. These lease payments were generally made monthly on a one month lag prior to the October2016 Acquisition.(c)Adjusted EBITDA attributable to Jupiter prior to acquisition for the periods presented was excluded from EQM’s adjusted EBITDA calculations asthese amounts were generated by Jupiter prior to acquisition by EQM; therefore, the amounts could not have been distributed to EQM’s unitholders.Adjusted EBITDA attributable to Jupiter prior to acquisition for the year ended December 31, 2014 was calculated as net income of $20.1 millionplus depreciation and amortization expense of $2.1 million plus income tax expense of $12.5 million.(d)Adjusted EBITDA attributable to NWV Gathering prior to acquisition for the periods presented was excluded from EQM’s adjusted EBITDAcalculations as these amounts were generated by NWV Gathering prior to acquisition by EQM; therefore, the amounts could not have beendistributed to EQM’s unitholders. Adjusted EBITDA attributable to NWV Gathering prior to acquisition for the years ended December 31, 2015 and2014 was calculated as net income of $11.1 million and $33.7 million, respectively, plus depreciation and amortization expense of $2.0 million and$9.5 million, respectively, plus income tax expense of $6.7 million and $19.2 million, respectively.(e)Adjusted EBITDA attributable to the October 2016 Acquisition prior to acquisition for the periods presented was excluded from EQM’s adjustedEBITDA calculations as these amounts were generated by Rager and the Gathering Assets prior to acquisition by EQM; therefore, the amounts couldnot have been distributed to EQM’s unitholders. Adjusted EBITDA attributable to the October 2016 Acquisition prior to acquisition for the yearsended December 31, 2016, 2015 and 2014 was calculated as net income (loss) of $1.3 million, $34.2 million and $(3.6 million), respectively, plusdepreciation and amortization expense of $2.1 million, $2.5 million and $5.0 million, respectively, plus income tax expense (benefit) of $10.1million, $(23.4 million) and $8.5 million, respectively, less interest income of $0.5 million, $1.1 million and $0.1 million, respectively, less AFUDC- equity of $1.6 million, $0.7 million and $0.9 million, respectively.Adjusted EBITDA attributable to AVC, excluding income tax expense and AFUDC - equity, was previously included in EQM's results as a result ofthe capital lease and was eliminated from adjusted EBITDA by subtracting the capital lease payment; therefore, there is no adjustment for AVC'sadjusted EBITDA prior to acquisition other than the capital lease payments, income tax expense and AFUDC - equity. Net income for AVCincluding decreased depreciation expense related to the 40 year useful life of the pipeline was $20.6 million, $27.5 million and $22.0 million for theyears ended December 31, 2016, 2015 and 2014, respectively (see Note 2 to the consolidated financial statements included in Item 8 of this AnnualReport on Form 10-K).(f)The calculation of distributable cash flow changed from the prior period in order to reflect the cash payments from the Preferred Interest in aconsistent manner despite the change in accounting treatment. See note (a).(g)As a result of increased significance of capitalized interest and AFUDC - debt in 2016, this line item was added as an adjustment to the calculation ofdistributable cash flow for the year ended December 31, 2016. Had distributable cash flow been calculated on a consistent basis, it would have been$5.6 million and $2.3 million lower for the years ended December 31, 2015 and 2014, respectively, than the numbers presented herein.(h)Ongoing maintenance capital expenditures are expenditures (including expenditures for the construction or development of new capital assets or thereplacement, improvement or expansion of existing capital assets) made to maintain, over the long term, EQM’s operating capacity or operatingincome. EQT has reimbursement obligations to EQM for certain maintenance capital expenditures under the terms of the EQM omnibus agreement.For further explanation of these reimbursable maintenance capital expenditures, see “Capital Requirements.” For the years ended December 31,2016, 2015 and 2014, ongoing maintenance capital expenditures, net of reimbursements, excludes ongoing maintenance of $6.5 million, $9.8million and $3.1 million, respectively, attributable to AVC, Rager, the Gathering Assets, NWV Gathering and Jupiter prior to acquisition.See "Executive Overview" above for a discussion of EQM's net income, the GAAP financial measure most directly comparable to adjusted EBITDA.Adjusted EBITDA increased by $123.6 million for the year ended December 31, 2016 compared to the year ended December 31, 2015 and $193.4 million forthe year ended December 31, 2015 compared to the year ended December 31, 2014, in each case, primarily as a result of higher operating income onincreased revenues driven by production development in the Marcellus Shale, the acquisitions for each period, which resulted in EBITDA subsequent to thetransaction being reflected in adjusted EBITDA, and distributions from EES.54Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsNet cash provided by operating activities, the GAAP financial measure most directly comparable to distributable cash flow, increased by $48.2million for the year ended December 31, 2016 compared to the year ended December 31, 2015 and $164.9 million for the year ended December 31, 2015compared to the year ended December 31, 2014 as discussed in “Capital Resources and Liquidity." Distributable cash flow increased by $116.8 million forthe year ended December 31, 2016 compared to the year ended December 31, 2015 and $177.0 million for the year ended December 31, 2015 compared tothe year ended December 31, 2014, in each case mainly attributable to the increase in adjusted EBITDA.Outlook EQM’s principal business objective is to increase the quarterly cash distributions that it pays to its unitholders over time while ensuring the ongoinggrowth of its business. EQM believes that it is well positioned to achieve growth based on the combination of its relationship with EQT and its strategicallylocated assets, which cover portions of the Marcellus, Upper Devonian and Utica Shales that lack substantial natural gas pipeline infrastructure. EQMbelieves it has a competitive advantage in pursuing economically attractive organic expansion projects in its areas of operations, which EQM believes willbe a key driver of growth in the future. EQM is also currently pursuing organic growth projects that are expected to provide access to markets in the GulfCoast and Southeast regions. Additionally, EQM may pursue asset acquisitions from third parties or, if EQT were to purchase assets or companies that containmidstream assets, EQT may make those assets available to EQM. Should EQT choose to pursue midstream asset sales, it is under no contractual obligation tooffer the assets to EQM.EQM expects that the following expansion projects will allow it to capitalize on drilling activity by EQT and third party producers:•Range Resources Header Pipeline. EQM expects to complete this project in the second quarter of 2017, including the installation ofapproximately 25 miles of pipeline and 32,000 horsepower compression. The pipeline is estimated to cost approximately $250 million andprovide total firm capacity of 600 MMcf per day, which is fully reserved under a ten-year firm capacity reservation commitment contract. EQMexpects to invest approximately $40 million on the project in 2017.•Affiliate Gathering Expansion. EQM expects to invest $200 million to $230 million in 2017 on gathering expansion projects supported byEQT Production development in the Marcellus. EQM plans to install approximately 30 miles of gathering pipeline and 10,000 horsepowercompression in its gathering systems across northern West Virginia and southwestern Pennsylvania during 2017.•Mountain Valley Pipeline. The MVP Joint Venture is a joint venture with affiliates of each of NextEra Energy, Inc., Consolidated Edison, Inc.,WGL Holdings, Inc. and RGC Resources, Inc. EQM is the operator of the MVP and owned a 45.5% interest in the MVP Joint Venture as ofDecember 31, 2016. The 42 inch diameter MVP has a targeted capacity of 2.0 Bcf per day and is estimated to span 300-miles extending fromEQM's existing transmission and storage system in Wetzel County, West Virginia to Pittsylvania County, Virginia. As currently designed, theMVP is estimated to cost a total of $3.0 billion to $3.5 billion, excluding AFUDC, with EQM funding its proportionate share through capitalcontributions made to the joint venture. In 2017, EQM expects to provide capital contributions of $200 million to $500 million to the MVPJoint Venture, primarily in support of materials, land, engineering design, environmental work and construction activities. The MVP JointVenture has secured a total of 2.0 Bcf per day of firm capacity commitments at 20-year terms, including a 1.29 Bcf per day firm capacitycommitment by EQT, and is currently in negotiation with additional shippers who have expressed interest in the MVP project. The FERC issuedthe Draft Environmental Impact Statement for the project in September 2016 and is currently working to develop the Final EnvironmentalImpact Statement. The pipeline is targeted to be placed in-service during the fourth quarter of 2018.•Transmission Expansion. EQM plans to invest $60 million to $80 million on transmission expansion projects in 2017 including Equitransexpansion projects and modernization projects on the AVC facilities. The Equitrans expansion projects are designed to increase deliverablecapacity to EQM's Mobley hub, which is the origin of both the OVC and the MVP. The projects include additional compression, pipelinelooping and new header pipelines. In total, the projects are expected to add up to 1.5 Bcf per day of capacity by the end of 2018, consistent withthe target MVP in-service date. The AVC modernization projects primarily consist of the replacement of approximately 20 miles of pipeline.See further discussion of capital expenditures in the “Capital Requirements” section below.55Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsCommodity Prices. EQM’s business is dependent on the continued availability of natural gas production and reserves in its areas of operation. Lowprices for natural gas, including those resulting from regional basis differentials, could adversely affect development of additional reserves and productionthat is accessible by EQM’s pipeline and storage assets. Appalachian Basin market prices for natural gas were depressed throughout 2015 and 2016. Lowerregional natural gas prices could cause producers to determine in the future that drilling activities in areas outside of EQM’s current areas of operation arestrategically more attractive to them. EQT, or third party customers on EQM's systems, may reduce capital spending in the future based on commodity pricesor other factors. Unless EQM is successful in attracting and retaining unaffiliated third party customers, which accounted for 49% of transmission and storagerevenues and 4% of gathering revenues for the year ended December 31, 2016, its ability to maintain or increase the capacity subscribed and volumestransported under service arrangements on its transmission and storage system as well as the volumes gathered on its gathering systems will be dependent onreceiving consistent or increasing commitments from EQT. While EQT has dedicated acreage to EQM, and has entered into long-term firm transmission andgathering contracts on EQM's systems, EQT may determine in the future that drilling in areas outside of EQM's current areas of operations is strategicallymore attractive to it, and it is under no contractual obligation to continue to develop its acreage dedicated to EQM.EQM believes the high percentage of its revenues derived from reservation charges under long-term, firm contracts will mitigate the risk of revenuefluctuations due to changes in near-term supply and demand conditions and commodity prices. For more information see “Risks Inherent in Our Business -Any significant decrease in production of natural gas in our areas of operation could adversely affect our business and operating results and reduce our cashavailable to make distributions" included in Item 1A, "Risk Factors."Capital Resources and Liquidity EQM’s principal liquidity requirements are to finance its operations, fund capital expenditures, capital contributions to the MVP Joint Venture andpotential acquisitions, make cash distributions and satisfy any indebtedness obligations. EQM’s ability to meet these liquidity requirements will depend onits ability to generate cash in the future as well as its ability to raise capital in banking, capital and other markets. EQM’s available sources of liquidityinclude cash generated from operations, borrowing under EQM's credit facilities, cash on hand, debt offerings and issuances of additional EQM partnershipunits.Operating Activities Net cash provided by operating activities was $537.9 million for 2016 as compared to $489.7 million for 2015. The increase was driven by higheroperating income, the contributing factors for which are discussed in the “Executive Overview” and "Business Segment Results of Operations" sectionsherein, distributions received from EES of approximately $11 million and lower net interest expense as discussed in the "Other Income Statement Items"section herein, partly offset by the timing of payments between the two periods.Net cash provided by operating activities was $489.7 million for 2015 as compared to $324.8 million for 2014. The increase was driven by higheroperating income, the contributing factors for which are discussed in the “Executive Overview” and "Business Segment Results of Operations" sectionsherein and the timing of payments between the two periods, partly offset by increased interest on the 2014 debt offering. Investing Activities Net cash used in investing activities totaled $732.0 million for 2016 as compared to $1,043.8 million for 2015. The decrease was primarilyattributable to lower net assets acquired from EQT in 2016 as compared to 2015. In 2015, EQM acquired $386.8 million of net assets in the NWV GatheringAcquisition as well as the $124.3 million Preferred Interest from EQT compared to $62.4 million of net assets in the October 2016 Acquisition. This decreasewas partly offset by increased capital expenditures as further described in "Capital Requirements." Net cash used in investing activities totaled $1,043.8 million for 2015 as compared to $524.4 million for 2014. The increase was primarilyattributable to higher net assets acquired from EQT in 2015 as compared to 2014. In 2015, EQM acquired $386.8 million of net assets in the NWV GatheringAcquisition as well as the $124.3 million Preferred Interest from EQT compared to $168.2 million of net assets in the Jupiter Acquisition in 2014.Additionally, capital expenditures increased in 2015 as compared to 2014, and EQM acquired EQT's interest in the MVP Joint Venture and made subsequentcapital contributions to the MVP Joint Venture in 2015. See discussion of capital expenditures in the "Capital Requirements" section herein.56Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsFinancing Activities Net cash used in financing activities totaled $106.5 million for 2016 as compared to net cash provided by financing activities of $779.5 million for2015. The primary financing uses of cash for 2016 were distributions paid to unitholders, repayments of credit facility borrowings and the October 2016Acquisition. The primary financing sources of cash for 2016 were cash received from debt and equity offerings. Financing cash inflows for 2015 were fromequity offerings and net credit facility borrowings; the primary uses of financing cash flows in 2015 were the NWV Gathering Acquisition in excess of netassets acquired and distributions paid to unitholders.Net cash provided by financing activities totaled $779.5 million for 2015 as compared to $316.9 million in 2014. Cash inflows in 2014 wereprimarily generated from the equity and debt offerings. The primary uses of financing cash flows in 2014 were cash payments for the Jupiter Acquisition inexcess of net assets acquired, distributions paid to unitholders and the Sunrise Merger deferred consideration payment.Capital Requirements The gathering, transmission and storage businesses are capital intensive, requiring significant investment to develop new facilities and to maintainand upgrade existing operations. The table below presents capital expenditures for the years ended December 31, 2016, 2015 and 2014. Years Ended December 31, 2016 2015 2014 (Thousands)Expansion capital expenditures (a) $558,071 $388,442 $364,595Maintenance capital expenditures: Ongoing maintenance 28,498 37,422 18,757Funded regulatory compliance 795 3,379 7,603Total maintenance capital expenditures 29,293 40,801 26,360Total capital expenditures 587,364 429,243 390,955Plus: accrued capital expenditures at the end of prior period (b) 24,133 53,016 18,623Less: accrued capital expenditures at the end of current period (b) (26,678) (24,133) (53,016)Less: other non-cash items (c) — (70) (323)Total cash capital expenditures $584,819 $458,056 $356,239 (a)Expansion capital expenditures do not include capital contributions made to the MVP Joint Venture. Capital contributions to the MVP JointVenture were $98.4 million for the year ended December 31, 2016. In 2015, EQM paid $84.4 million for its acquisition of EQT's ownershipinterest in the MVP Joint Venture and subsequent capital contributions to the MVP Joint Venture.(b)EQM accrues capital expenditures when work has been completed but the associated bills have not yet been paid. These accrued amounts areexcluded from capital expenditures on the consolidated statements of cash flows until they are paid in a subsequent period.(c)EQM capitalizes certain labor overhead costs which include a portion of non-cash equity-based compensation.Expansion capital expenditures are expenditures incurred for capital improvements that EQM expects to increase its operating income or operatingcapacity over the long term. In 2016, expansion capital expenditures primarily related to the following projects: the OVC, the Range Resources HeaderPipeline project, the NWV Gathering expansion and the AVC expansion project. In 2015 and 2014, expansion capital expenditures primarily related to thefollowing projects: the OVC, the Jupiter and NWV Gathering expansions, the Antero Resources Corporation transmission projects and several projects forRange Resources. Significant portions of these projects were completed in the fourth quarter of 2014 and second half of 2015. Spending on the OVC projectincreased by approximately $113 million in 2016 compared to 2015. Maintenance capital expenditures are expenditures made to maintain, over the long term, EQM’s operating capacity or operating income. Examplesof maintenance capital expenditures are expenditures to repair, refurbish and replace pipelines, to connect new wells to maintain throughput, to maintainequipment reliability, integrity and safety and to address environmental laws and regulations.57Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsOngoing maintenance capital expenditures are all maintenance capital expenditures other than funded regulatory compliance capital expendituresdescribed in the next paragraph. The period over period changes in ongoing maintenance capital expenditures primarily related to the timing of projects.Included in these amounts for the years ended December 31, 2016, 2015 and 2014 were $0.6 million, $7.5 million and $0.5 million, respectively, ofmaintenance capital expenditures for which EQM was reimbursed by EQT under the terms of the EQM omnibus agreement. Under the EQM omnibusagreement, for a period of ten years after the closing of EQM's IPO, EQT has agreed to reimburse EQM for plugging and abandonment expenditures for certainidentified wells of EQT and third parties. Additionally, EQT has agreed to reimburse EQM for bare steel replacement capital expenditures in the event thatongoing maintenance capital expenditures (other than capital expenditures associated with plugging and abandonment liabilities to be reimbursed by EQT)exceed $17.2 million (with respect to EQM’s assets owned at the time of the IPO) in any year. If such ongoing maintenance capital expenditures and baresteel replacement capital expenditures exceed $17.2 million during a year, EQT will reimburse EQM for the lesser of (i) the amount of bare steel replacementcapital expenditures during such year and (ii) the amount by which such ongoing capital expenditures and bare steel replacement capital expendituresexceeds $17.2 million. This bare steel replacement reimbursement obligation is capped at an aggregate amount of $31.5 million over the ten years followingEQM's IPO. Since EQM's IPO, EQM has been reimbursed approximately $11.5 million by EQT. Amounts reimbursed are recorded as capital contributionswhen received.Funded regulatory compliance capital expenditures are maintenance capital expenditures necessary to comply with certain regulatory and otherlegal requirements. Prior to EQM's IPO, EQM identified two specific regulatory compliance initiatives which EQM expected to require it to expendapproximately $32 million. EQM retained approximately $32 million from the net proceeds of its IPO to fund these expenditures. The specific initiatives ofthis program are to install remote valve and pressure monitoring equipment on EQM’s transmission and storage lines and to relocate certain valve operatorsabove ground and apply corrosion protection. The period over period changes primarily relate to the timing of projects. Since EQM's IPO in 2012, fundedregulatory compliance capital expenditures have totaled $30.7 million. In 2017, expansion capital expenditures and capital contributions to the MVP Joint Venture are expected to be $500 million to $850 million,depending on the timing of the construction of the MVP, and ongoing maintenance capital expenditures are expected to be approximately $35 million, netof reimbursements. EQM’s future capital investments may vary significantly from period to period based on the available investment opportunities and areexpected to grow substantially in future periods for the capital contributions to the MVP Joint Venture. Maintenance related capital expenditures are alsoexpected to vary quarter to quarter. EQM expects to fund future capital expenditures primarily through cash on hand, cash generated from operations,availability under its credit facilities, debt offerings and the issuance of additional EQM partnership units. EQM does not forecast capital expendituresassociated with potential projects not committed as of the filing of this Annual Report on Form 10-K.Credit Facility Borrowings See Note 9 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for discussion of EQM’s credit facilities.Security RatingsThe table below sets forth the credit ratings for debt instruments of EQM at December 31, 2016.Rating Service Senior Notes OutlookMoody’s Investors Service (Moody's) Ba1 StableStandard & Poor’s Ratings Services (S&P) BBB- StableFitch Ratings (Fitch) BBB- Stable EQM’s credit ratings are subject to revision or withdrawal at any time by the assigning rating organization and each rating should be evaluatedindependently of any other rating. EQM cannot ensure that a rating will remain in effect for any given period of time or that a rating will not be lowered orwithdrawn entirely by a credit rating agency if, in its judgment, circumstances so warrant. If any credit rating agency downgrades EQM’s ratings, EQM’saccess to the capital markets may be limited, borrowing costs could increase, EQM may be required to provide additional credit assurances in support ofcommercial agreements such as joint venture agreements and construction contracts, the amount of which may be substantial, and the potential pool ofinvestors and funding sources may decrease. In order to be considered investment grade, a company must be58Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsrated Baa3 or higher by Moody’s, BBB- or higher by S&P, or BBB- or higher by Fitch. Anything below these ratings, including EQM's current credit rating ofBa1 by Moody's, is considered non-investment grade.$750 Million ATM ProgramAs of February 9, 2017, EQM had approximately $443 million in remaining capacity under the $750 million ATM Program.Distributions On January 19, 2017, the Board of Directors of the EQM General Partner declared a cash distribution to EQM's unitholders for the fourth quarter of2016 of $0.85 per common unit. The cash distribution will be paid on February 14, 2017 to unitholders of record at the close of business on February 3, 2017.Cash distributions to EQGP will be approximately $18.5 million related to its limited partner interest, $1.8 million related to its general partner interest and$27.6 million related to its IDRs. Schedule of Contractual ObligationsThe following represents EQM's contractual obligations as of December 31, 2016. Purchase obligations exclude EQM’s future capital contributionsto the MVP Joint Venture and purchase obligations of the MVP Joint Venture. Total 2017 2018-2019 2020-2021 2022+ (Thousands)Long-term debt $1,000,000 $— $— $— $1,000,000Interest payments on long-term debt 356,198 40,625 81,250 81,250 153,073Purchase obligations 8,550 8,550 — — —Total contractual obligations $1,364,748 $49,175 $81,250 $81,250 $1,153,073 Commitments and Contingencies In the ordinary course of business, various legal and regulatory claims and proceedings are pending or threatened against EQM. While the amountsclaimed may be substantial, EQM is unable to predict with certainty the ultimate outcome of such claims and proceedings. EQM accrues legal and otherdirect costs related to loss contingencies when actually incurred. EQM has established reserves it believes to be appropriate for pending matters, and afterconsultation with counsel and giving appropriate consideration to available insurance, EQM believes that the ultimate outcome of any matter currentlypending against it will not materially affect its business, financial condition, results of operations, liquidity or ability to make distributions. See Note 16 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for further discussion of EQM'scommitments and contingencies. Off-Balance Sheet Arrangements See Note 6 and Note 16 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for further discussion of theMVP Joint Venture guarantee.Recently Issued Accounting StandardsEQM's recently issued accounting standards are described in Note 1 to the consolidated financial statements included in Item 8 of this AnnualReport on Form 10-K.Critical Accounting Policies and Estimates EQM’s significant accounting policies are described in Note 1 to the consolidated financial statements included in Item 8 of this Annual Report onForm 10-K. The discussion and analysis of the consolidated financial statements and results of operations are based upon EQM's consolidated financialstatements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires management to makeestimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosure of contingent assets andliabilities. The59Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsfollowing critical accounting policies, which were reviewed by EQM’s Audit Committee, relate to its more significant judgments and estimates used in thepreparation of its consolidated financial statements. Actual results could differ from those estimates. Property, Plant and Equipment: Determination of depreciation expense requires judgment regarding the estimated useful lives and salvage values ofproperty, plant and equipment. EQM has not historically experienced material changes in its results of operations from changes in the estimated useful livesor salvage values of property, plant and equipment although these estimates are reviewed periodically, including each time EQM files with the FERC for achange in transmission and storage rates. Determination of internal costs capitalized requires judgment as to the percent of time spent on capitalized projectsfor the capitalization of costs such as salaries, benefits and other indirect costs. EQM believes that the accounting estimates related to depreciation expenseand capitalization of internal costs are "critical accounting estimates" because they are susceptible to change period to period. These assumptions affect thegross property, plant and equipment balances and the amount of depreciation and operating expense and would have an impact on the results of operationsand financial position if changed. See Note 1 to the consolidated financial statements for additional information.Impairments: Any accounting estimate related to impairment of property, plant and equipment or investments in unconsolidated entities requiresEQM's management to make assumptions about future cash flows, discount rates, fair value of investments and whether losses in the value of its investmentsare other than temporary. Management’s assumptions about future cash flows require significant judgment because actual operating levels have fluctuated inthe past and are expected to do so in the future. Additionally, management's assumptions about the fair value of investments in nonconsolidated affiliatesrequire significant judgment because EQM's investments are not traded on an active market. EQM has not historically had indications of impairments.However, EQM believes that the accounting estimates related to impairments are "critical accounting estimates" because they require assumptions that aresusceptible to change period to period. Any potential impairment would have an impact on the results of operations and financial position. See Note 1 to theconsolidated financial statements for additional information.Allocated General and Administrative Costs: General and administrative and operating and maintenance costs are allocated to EQT’s business units,including EQM's segments, based upon the nature of the expenses. Costs that are directly related to EQM are allocated 100% to EQM. Other costs areallocated based on various methodologies including a percentage of time or a proportionate share based on factors such as EQT’s headcount and netproperty, plant and equipment. Allocations are based on estimates and assumptions that management believes are reasonable; however, EQM believes thatthe accounting estimates related to allocated costs are "critical accounting estimates" because different estimates and assumptions would change the amountsallocated to EQM and those differences could be material. These assumptions affect the amount of general and administrative and operating expense andwould have an impact on the results of operations if changed.Contingencies: EQM is involved in various regulatory and legal proceedings that arise in the ordinary course of business. A liability is recorded forcontingencies based upon EQM’s assessment that a loss is probable and that the amount of the loss can be reasonably estimated. EQM considers many factorsin making these assessments, including the history and specifics of each matter. Estimates are developed in consultation with legal counsel and are basedupon an analysis of potential results. EQM believes that the accounting estimates related to contingencies are “critical accounting estimates” because itmust assess the probability and amount of loss related to contingencies. Future results of operations for any particular quarterly or annual period could bematerially affected by changes in the assumptions.Revenue Recognition: Revenue from the gathering of natural gas is generally recognized when the service is provided. Revenue related to gatheringservices provided but not yet billed is estimated each month. These estimates are generally based on contract data and preliminary throughput and allocationmeasurements. Final bills for the current month are billed and collected in the following month. Reservation revenues related to firm contracted capacity arerecognized ratably over the contract period based on the contracted volume regardless of the amount of natural gas that is transported or gathered.Transmission and storage revenue from usage fees is recorded on actual volumes subject to prior period adjustments.EQM records a monthly provision for accounts receivable that are considered to be uncollectible. In order to calculate the appropriate monthlyprovision, a historical rate of accounts receivable losses as a percentage of total revenue is utilized. This historical rate is applied to the current revenues on amonthly basis and is updated periodically based on events that may change the rate, such as a significant change to the natural gas industry or to theeconomy as a whole. Management reviews the adequacy of the allowance on a quarterly basis using the assumptions that apply at that time. While EQM hasnot historically experienced material bad debt expense, declines in the market price for natural gas combined with the increase in third party customers onEQM's systems may result in a greater exposure to potential losses than management's current estimates. As of December 31, 2016, EQM had third partyaccounts receivable of $20.7 million net of allowance for doubtful accounts of $0.3 million.60Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsEQM believes that the accounting estimates related to revenue recognition are “critical accounting policies” because estimated volumes are subjectto change based on actual measurements including prior period adjustments. In addition, EQM believes that the accounting estimates related to theallowance for doubtful accounts receivable are “critical accounting policies” because the underlying assumptions used for the allowance can change fromperiod to period and the actual mix of customers and their ability to pay may vary significantly from management's estimates which could impact thecollectability of customer accounts. These accounting estimates could potentially have a material impact on the results of operations and financial position.Item 7A. Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk Changes in interest rates affect the amount of interest EQM earns on cash, cash equivalents and short-term investments and the interest rates EQMpays on borrowings under its credit facilities. EQM's long-term borrowings are fixed rate and thus do not expose EQM to fluctuations in its results ofoperations or liquidity from changes in market interest rates. Changes in interest rates do affect the fair value of EQM's fixed rate debt. See Note 9 to theconsolidated financial statements for further discussion of EQM's borrowings and Note 1 to the consolidated financial statements for a discussion of fair valuemeasurements. EQM may from time to time hedge the interest on portions of its borrowings under the credit facilities in order to manage risks associated withfloating interest rates.Credit RiskEQM is exposed to credit risk which is the risk that EQM may incur a loss if a counterparty fails to perform under a contract. EQM manages itsexposure to credit risk associated with customers through credit analysis, credit approval, credit limits and monitoring procedures. For certain transactions,EQM may request letters of credit, cash collateral, prepayments or guarantees as forms of credit support. EQM’s FERC tariffs require tariff customers that donot meet specified credit standards to provide three months of credit support; however, EQM is exposed to credit risk beyond this three month period whenits tariffs do not require its customers to provide additional credit support. For some of EQM’s more recent long-term contracts associated with systemexpansions, it has entered into negotiated credit agreements that provide for enhanced forms of credit support if certain credit standards are not met. EQM hashistorically experienced only minimal credit losses in connection with its receivables. For the year ended December 31, 2016, approximately 90% ofrevenues were from investment grade counterparties. EQM is exposed to the credit risk of EQT, its largest customer. In connection with EQM's IPO in 2012,EQT guaranteed all payment obligations, up to a maximum of $50 million, due and payable to Equitrans by EQT Energy, LLC, one of Equitrans’ largestcustomers and a wholly owned subsidiary of EQT. The EQT guaranty will terminate on November 30, 2023 unless terminated earlier by EQT upon 10 dayswritten notice. At December 31, 2016, EQT’s public senior debt had an investment grade credit rating.Other Market RisksEQM's $750 Million Facility is underwritten by a syndicate of financial institutions, each of which is obligated to fund its pro-rata portion of anyborrowings by EQM. No one lender of the 18 financial institutions in the syndicate holds more than 10% of the facility. EQM’s large syndicate group andrelatively low percentage of participation by each lender is expected to limit EQM’s exposure to problems or consolidation in the banking industry.Item 8. Financial Statements and Supplementary Data Page ReferenceReports of Independent Registered Public Accounting Firm62Statements of Consolidated Operations for each of the three years in the period ended December 31, 201664Statements of Consolidated Cash Flows for each of the three years in the period ended December 31, 201665Consolidated Balance Sheets as of December 31, 2016 and 201566Statements of Consolidated Partners’ Capital for each of the three years in the period ended December 31, 201667Notes to Consolidated Financial Statements6861Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors of EQT Midstream Services, LLC and Unitholders ofEQT Midstream Partners, LP We have audited the accompanying consolidated balance sheets of EQT Midstream Partners, LP and Subsidiaries as of December 31, 2016 and 2015, and therelated statements of consolidated operations, cash flows and partners’ capital for each of the three years in the period ended December 31, 2016. Thesefinancial statements are the responsibility of EQT Midstream Partners, LP and Subsidiaries’ management. Our responsibility is to express an opinion on thesefinancial statements based on our audits.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our auditsprovide a reasonable basis for our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of EQT MidstreamPartners, LP and Subsidiaries at December 31, 2016 and 2015, and the consolidated results of their operations and their cash flows for each of the three yearsin the period ended December 31, 2016, in conformity with U.S. generally accepted accounting principles.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), EQT Midstream Partners, LP andSubsidiaries’ internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 9, 2017 expressed anunqualified opinion thereon. /s/ Ernst & Young, LLP Pittsburgh, PennsylvaniaFebruary 9, 201762Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors of EQT Midstream Services, LLC and Unitholders ofEQT Midstream Partners, LP We have audited EQT Midstream Partners, LP and Subsidiaries’ internal control over financial reporting as of December 31, 2016, based on criteriaestablished in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013framework) (the COSO criteria). EQT Midstream Partners, LP and Subsidiaries’ management is responsible for maintaining effective internal control overfinancial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’sReport on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reportingbased on our audit.We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all materialrespects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testingand evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considerednecessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliancewith the policies or procedures may deteriorate.In our opinion, EQT Midstream Partners, LP and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as ofDecember 31, 2016, based on the COSO criteria.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheetsof EQT Midstream Partners, LP and Subsidiaries as of December 31, 2016 and 2015, and the related statements of consolidated operations, cash flows andpartners’ capital for each of the three years in the period ended December 31, 2016 and our report dated February 9, 2017 expressed an unqualified opinionthereon. /s/ Ernst & Young, LLP Pittsburgh, PennsylvaniaFebruary 9, 201763Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsEQT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED OPERATIONS(a) YEARS ENDED DECEMBER 31, 2016 2015 2014 (Thousands, except per unit amounts)Operating revenues (b)$735,614 $632,936 $489,218Operating expenses: Operating and maintenance (c)73,213 70,103 56,413Selling, general and administrative (c) 72,761 61,902 51,149Depreciation and amortization62,691 49,895 49,061Total operating expenses208,665 181,900 156,623Operating income526,949 451,036 332,595Other income (d)37,918 8,694 3,313Net interest expense (e)16,766 21,345 10,871Income before income taxes548,101 438,385 325,037Income tax expense (benefit)10,147 (16,741) 40,221Net income$537,954 $455,126 $284,816 Calculation of limited partners' interest in net income: Net income$537,954 $455,126 $284,816Less pre-acquisition income allocated to parent(21,861) (72,782) (72,194)Less general partner interest in net income - general partner units(9,173) (7,455) (4,252)Less general partner interest in net income - incentive distribution rights(93,568) (46,992) (11,453)Limited partners' interest in net income$413,352 $327,897 $196,917 Net income per limited partner unit – basic$5.21 $4.71 $3.53Net income per limited partner unit – diluted$5.21 $4.70 $3.52 Weighted average limited partner units outstanding – basic79,367 69,612 55,745Weighted average limited partner units outstanding – diluted79,388 69,773 55,883(a)As discussed in Note 2, EQM’s consolidated financial statements have been retrospectively recast to include the pre-acquisition results of AlleghenyValley Connector, LLC (AVC), Rager Mountain Storage Company LLC (Rager) and certain gathering assets (the Gathering Assets), which were acquiredby EQM effective on October 1, 2016 (the October 2016 Acquisition), the Northern West Virginia Marcellus gathering system (NWV Gathering), whichwas acquired by EQM on March 17, 2015, and the Jupiter natural gas gathering system (Jupiter), which was acquired by EQM on May 7, 2014, becausethese transactions were between entities under common control.(b)Operating revenues included affiliate revenues from EQT Corporation and subsidiaries (collectively, EQT) of $551.4 million, $462.4 million and $337.1million for the years ended December 31, 2016, 2015 and 2014, respectively. See Note 5.(c)Operating and maintenance expense included charges from EQT of $34.2 million, $33.5 million and $29.3 million for the years ended December 31,2016, 2015 and 2014, respectively. Selling, general and administrative expense included charges from EQT of $67.3 million, $55.1 million and $46.5million for the years ended December 31, 2016, 2015 and 2014, respectively. See Note 5.(d)For the year ended December 31, 2016, other income included distributions received from EQT Energy Supply, LLC (EES) of $8.3 million and equityincome from Mountain Valley Pipeline, LLC (MVP Joint Venture) of $9.9 million. For the year ended December 31, 2015, other income included equityincome from the MVP Joint Venture of $2.4 million. See Notes 6 and 12.(e)Net interest expense for the year ended December 31, 2016 included $1.7 million of interest income on the preferred interest (the Preferred Interest) inEES. See Note 12.See notes to consolidated financial statements.64Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsEQT MIDSTREAM PARTNERS, LP AND SUBSIDIARIESSTATEMENTS OF CONSOLIDATED CASH FLOWS(a) YEARS ENDED DECEMBER 31, 2016 2015 2014 (Thousands)Cash flows from operating activities: Net income$537,954 $455,126 $284,816Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization62,691 49,895 49,061Deferred income taxes8,774 (30,686) 27,637Equity income(9,898) (2,367) —AFUDC – equity(19,402) (6,327) (3,313)Non-cash long term compensation expense195 1,467 3,368Non-cash adjustments— — (1,520)Changes in other assets and liabilities: Accounts receivable(2,872) (647) (5,446)Accounts payable(9,354) 8,470 4,734Due to/from EQT affiliates(34,667) 8,633 (41,879)Other assets and other liabilities4,483 6,142 7,346Net cash provided by operating activities537,904 489,706 324,804Cash flows from investing activities: Capital expenditures(584,819) (458,056) (356,239)Acquisitions - net assets from EQT (see Note 2)(62,372) (386,791) (168,198)MVP Interest Acquisition and capital contributions to the MVP Joint Venture(98,399) (84,381) —Sales of interests in the MVP Joint Venture12,533 9,723 —Preferred Interest Acquisition (as defined in Note 2)— (124,317) —Principal payments received on Preferred Interest (see Note 2)1,024 — —Net cash used in investing activities(732,033) (1,043,822) (524,437)Cash flows from financing activities: Proceeds from the issuance of EQM common units, net of offering costs217,102 1,183,921 902,467Acquisitions - purchase price in excess of net assets from EQT (see Note 2)(3,734) (486,392) (952,802)Acquisition of AVC net assets from EQT (see Note 2)(208,894) — —Sunrise Merger payment (as defined in Note 2)— — (110,000)Proceeds from credit facility borrowings740,000 617,000 450,000Payments on credit facility borrowings(1,039,000) (318,000) (450,000)Proceeds from the issuance of long-term debt500,000 — 500,000Net contributions from (distributions to) EQT20,234 (6,598) 106,180Capital contributions5,884 1,781 382Distributions paid to unitholders(329,471) (212,262) (119,628)Discount, debt issuance costs and credit facility fees(8,580) — (9,707)Net cash (used in) provided by financing activities(106,459) 779,450 316,892 Net change in cash and cash equivalents(300,588) 225,334 117,259Cash and cash equivalents at beginning of year360,956 135,622 18,363Cash and cash equivalents at end of year$60,368 $360,956 $135,622 Cash paid during the year for: Interest, net of amount capitalized$13,899 $19,606 $1,580Non-cash activity during the year: MVP Joint Venture investment/payable for capital contributions (see Note 6)$11,471 $— $—Elimination of net current and deferred tax liabilities93,951 84,446 51,813Asset adjustments prior to acquisition(115,270) — —Limited partner and general partner units issued for acquisitions— 52,500 59,000Net settlement of current income taxes receivable with EQT$— $8,652 $18,728(a)As discussed in Note 2, EQM’s consolidated financial statements have been retrospectively recast to include the pre-acquisition results of AVC, Rager and the GatheringAssets, which were acquired by EQM effective on October 1, 2016, NWV Gathering, which was acquired by EQM on March 17, 2015, and Jupiter, which was acquired byEQM on May 7, 2014, because these transactions were between entities under common control.See notes to consolidated financial statements.Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.65Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsEQT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS(a) DECEMBER 31, 2016 2015 (Thousands, except number of units)ASSETS Current assets: Cash and cash equivalents$60,368 $360,956Accounts receivable (net of allowance for doubtful accounts of $319 and $248 as of December 31, 2016 and2015, respectively)20,662 17,790Accounts receivable – affiliate81,358 80,507Other current assets9,671 2,203Total current assets172,059 461,456Property, plant and equipment2,894,858 2,362,316Less: accumulated depreciation(316,024) (264,602)Net property, plant and equipment2,578,834 2,097,714Investments in unconsolidated entities184,562 77,025Preferred Interest in EES119,126 124,317Other assets21,259 72,846Total assets$3,075,840 $2,833,358 LIABILITIES AND PARTNERS’ CAPITAL Current liabilities: Accounts payable$35,830 $42,639Due to related party19,027 47,563Credit facility borrowings— 299,000Capital contribution payable to MVP Joint Venture11,471 —Accrued interest12,016 8,753Accrued liabilities8,648 6,812Total current liabilities86,992 404,767Deferred income taxes— 84,099Long-term debt985,732 493,401Other long-term liabilities9,562 7,834Total liabilities1,082,286 990,101 Partners’ capital: Predecessor equity— 275,545Common units (80,581,758 and 77,520,181 units issued and outstanding at December 31, 2016 and 2015,respectively)2,008,510 1,598,675General partner interest (1,443,015 units issued and outstanding at December 31, 2016 and 2015)(14,956) (30,963)Total partners’ capital1,993,554 1,843,257Total liabilities and partners’ capital$3,075,840 $2,833,358(a) Financial statements as of December 31, 2015 have been retrospectively recast to include AVC, Rager and the Gathering Assets as a result of the October2016 Acquisition. See Note 2.See notes to consolidated financial statements.66Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsEQT MIDSTREAM PARTNERS, LP AND SUBSIDIARIESSTATEMENTS OF CONSOLIDATED PARTNERS’ CAPITAL YEARS ENDED DECEMBER 31, 2016, 2015 and 2014(a) Partners’ Capital Predecessor Limited Partners General Equity Common Subordinated Partner Total (Thousands)Balance at January 1, 2014$477,026 $818,431 $(175,996) $1,753 $1,121,214Net income72,194 136,992 59,925 15,705 284,816Capital contributions— 338 152 10 500Equity-based compensation plans— 3,692 — — 3,692Net contributions from EQT87,452 — — — 87,452Distributions to unitholders— (75,328) (35,026) (9,274) (119,628)Proceeds from issuance of common units, net of offering costs— 902,467 — — 902,467Elimination of net current and deferred tax liabilities51,813 — — — 51,813Jupiter net assets from EQT(168,198) — — — (168,198)Issuance of units— 39,091 — 19,909 59,000Purchase price in excess of net assets from EQT— (177,773) (778,429) (55,600) (1,011,802)Balance at December 31, 2014$520,287 $1,647,910 $(929,374) $(27,497) $1,211,326 Net income72,782 327,897 — 54,447 455,126Capital contributions— 7,342 — 150 7,492Equity-based compensation plans— 1,537 — 33 1,570Net distributions to EQT(15,179) — — — (15,179)Distributions to unitholders— (162,040) (10,057) (40,165) (212,262)Conversion of subordinated units to common units(b)— (939,431) 939,431 — —Proceeds from issuance of common units, net of offering costs— 1,182,002 — 1,919 1,183,921Elimination of net current and deferred tax liabilities84,446 — — — 84,446NWV Gathering net assets from EQT(386,791) — — — (386,791)Issuance of units— 38,910 — 13,590 52,500Purchase price in excess of net assets from EQT— (505,452) — (33,440) (538,892)Balance at December 31, 2015$275,545 $1,598,675 $— $(30,963) $1,843,257 Net income21,861 413,352 — 102,741 537,954Capital contributions— 591 — 11 602Equity-based compensation plans— 195 — — 195Net contributions from EQT20,234 — — — 20,234Elimination of capital lease (c)(25,055) 23,500 — 1,555 —Distributions to unitholders— (241,403) — (88,068) (329,471)Proceeds from issuance of common units, net of offering costs— 217,102 — — 217,102Elimination of net current and deferred tax liabilities93,951 — — — 93,951Asset adjustments prior to acquisition (d)(115,270) — — — (115,270)October 2016 Acquisition net assets from EQT(271,266) — — — (271,266)Purchase price in excess of net assets from EQT— (3,502) — (232) (3,734)Balance at December 31, 2016$— $2,008,510 $— $(14,956) $1,993,554(a)As discussed in Note 2, EQM’s consolidated financial statements have been retrospectively recast to include the pre-acquisition results of AVC, Rager and the Gathering Assets,which were acquired by EQM effective on October 1, 2016, NWV Gathering, which was acquired by EQM on March 17, 2015, and Jupiter, which was acquired by EQM on May7, 2014, because these transactions were between entities under common control.(b)All subordinated units were converted to common units on a one-for-one basis on February 17, 2015. For purposes of calculating net income per common and subordinated unit,the conversion of the subordinated units was deemed to have occurred on January 1, 2015. See Note 8.(c) Reflects the elimination of the historical capital lease depreciation expense as described in Note 2.(d) Represents a decrease in the carrying value of the Gathering Assets and regulatory assets on the books of AVC, Rager, and the Gathering Assets by EQT prior to the October 2016Acquisition.See notes to consolidated financial statements.67Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsEQT MIDSTREAM PARTNERS, LP AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2016 1. Summary of Operations and Significant Accounting Policies Organization and Basis of Presentation EQT Midstream Partners, LP and subsidiaries (collectively, EQM) is a growth-oriented Delaware limited partnership formed by EQT Corporation inJanuary 2012. EQT Midstream Services, LLC (EQM General Partner), a direct wholly owned subsidiary of EQT GP Holdings, LP (EQGP), is the generalpartner of EQM. References in these consolidated financial statements to EQT refer collectively to EQT Corporation and its consolidated subsidiaries, theowners of a 90.1% limited partner interest and 100% non-economic general partner interest in EQGP. As discussed in Note 2, EQM’s consolidated financialstatements have been retrospectively recast for all periods presented to include the pre-acquisition results of AVC, Rager and the Gathering Assets, whichwere acquired by EQM on October 13, 2016, NWV Gathering, which was acquired by EQM on March 17, 2015, and Jupiter, which was acquired by EQM onMay 7, 2014, because these transactions were between entities under common control. EQM does not have any employees. Operational support for EQM is provided by EQT Gathering, LLC (EQT Gathering), one of EQT’s operatingsubsidiaries engaged in midstream business operations. EQT Gathering’s employees manage and conduct EQM’s daily business operations. Nature of Business EQM is a growth-oriented limited partnership formed by EQT to own, operate, acquire and develop midstream assets in the Appalachian Basin. EQMprovides midstream services to EQT and third parties in the Appalachian Basin in Pennsylvania, West Virginia and Ohio through two primary assets: thegathering system and the transmission and storage system. As of December 31, 2016, EQM’s gathering system included approximately 300 miles of high pressure gathering lines with approximately 1.8 Bcfper day of total firm gathering capacity and multiple interconnect points with EQM’s transmission and storage system. EQM’s gathering system also includesapproximately 1,500 miles of Federal Energy Regulatory Commission (FERC)-regulated low pressure gathering lines. Revenues are primarily generated fromEQM's firm gathering contracts.As of December 31, 2016, EQM’s transmission and storage system included an approximately 950-mile FERC-regulated interstate pipeline thatconnects to six interstate pipelines and multiple distribution companies. The transmission system is supported by 18 associated natural gas storage reservoirswith approximately 645 MMcf per day of peak withdrawal capacity and 43 Bcf of working gas capacity and 41 compressor units. As of December 31, 2016,the transmission assets had total throughput capacity of approximately 4.3 Bcf per day. Revenues are primarily generated from EQM’s firm transmission andstorage contracts.Significant Accounting Policies Principles of Consolidation: The consolidated financial statements include the accounts of all entities in which EQM holds a controlling financialinterest. EQM applies the equity method of accounting where it can exert significant influence over, but does not control or direct the policies, decisions oractivities of an entity.The consolidated financial statements reflect the pre-acquisition results of businesses acquired through common control transactions on a combinedbasis with EQM. See Note 2. Transactions between EQM and EQT have been identified in the consolidated financial statements as transactions betweenrelated parties and are discussed in Note 5. Segments: Operating segments are revenue-producing components of the enterprise for which separate financial information is produced internallyand are subject to evaluation by EQM’s chief operating decision maker in deciding how to allocate resources. EQM reports its operations in two segments,which reflect its lines of business. Gathering primarily includes high pressure gathering lines and the FERC-regulated low pressure gathering system.Transmission includes EQM’s FERC-regulated interstate pipeline and storage business. The operating segments are evaluated on their contribution to EQM’soperating income. All of EQM’s operating revenues, income from continuing operations and assets are generated or located in the United States. See Note 4.68Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents Reclassification: Certain previously reported amounts have been reclassified to conform to the current year presentation.Use of Estimates: The preparation of financial statements in conformity with United States generally accepted accounting principles (GAAP)requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.Actual results could differ from those estimates.Cash and Cash Equivalents: EQM considers all highly liquid investments with an original maturity of three months or less when purchased to becash equivalents. Interest earned on cash equivalents is included as a reduction to net interest expense in the accompanying statements of consolidatedoperations.Trade and Other Receivables: Trade and other receivables are stated at their historical carrying amount. Judgment is required to assess the ultimaterealization of accounts receivable, including assessing the probability of collection and the creditworthiness of customers. Based upon management’sassessments, allowances for doubtful accounts of approximately $0.3 million and $0.2 million were provided at December 31, 2016 and 2015, respectively.EQM also has receivables due from EQT as discussed in Note 5. Fair Value of Financial Instruments: EQM has categorized its assets and liabilities disclosed at fair value into a three-level fair value hierarchy,based on the priority of the inputs to the valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets foridentical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The carrying value of cash and cash equivalents, accountsreceivable, amounts due to/from related parties and accounts payable approximate fair value due to the short maturity of the instruments; these are consideredLevel 1 fair values. The carrying value of EQM's credit facility borrowings approximates fair value as the interest rates are based on prevailing market rates;this is considered a Level 1 fair value. As EQM’s long-term debt is not actively traded, its fair value is a Level 2 fair value measurement estimated using astandard industry income approach model which utilizes a discount rate based on market rates for debt with similar remaining time to maturity and credit risk.See Note 9.Property, Plant and Equipment: EQM’s property, plant and equipment are stated at depreciated cost. Maintenance projects that do not increase theoverall life of the related assets are expensed as incurred. Expenditures that extend the useful life of the underlying asset are capitalized. EQM capitalizedinternal costs of $53.2 million and $78.9 million in 2016 and 2015, respectively. EQM capitalized $9.4 million, $5.6 million and $2.3 million of interest onassets under construction in 2016, 2015 and 2014, respectively, including the debt component of allowance for funds used during construction (AFUDC). As of December 31, 2016 2015 (Thousands)Gathering assets $1,330,998 $1,081,472Accumulated depreciation (110,473) (88,917)Net gathering assets 1,220,525 992,555Transmission and storage assets 1,563,860 1,280,844Accumulated depreciation (205,551) (175,685)Net transmission and storage assets 1,358,309 1,105,159Net property, plant and equipment $2,578,834 $2,097,714 Depreciation is recorded using composite rates on a straight-line basis over the estimated useful life of the assets. The overall rates of depreciationfor the years ended December 31, 2016, 2015 and 2014 were approximately 2.2%, 2.1% and 2.5%, respectively. EQM estimates pipelines have useful livesranging from 20 years to 65 years and compression equipment has useful lives ranging from 20 years to 50 years. As circumstances warrant, depreciationestimates are reviewed to determine if any changes in the underlying assumptions are necessary. For EQM's regulated fixed assets, depreciation rates are re-evaluated each time it files with the FERC for a change in its transmission and storage rates. Whenever events or changes in circumstances indicate that the carrying amount of long-lived assets may not be recoverable, EQM reviews its long-lived assets for impairment by first comparing the carrying value of the assets to the sum of the undiscounted cash flows expected to result from the use andeventual disposition of the assets. If the carrying value exceeds the sum of the assets’ undiscounted cash flows, EQM estimates an impairment loss equal tothe difference between the carrying value and fair value of the assets.69Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents Investments in Unconsolidated Entities: EQM evaluates its investments in unconsolidated entities for impairment whenever events or changes incircumstances indicate that the carrying value of such investments may have experienced a decline in value. When there is evidence of loss in value that isother than temporary, EQM compares the estimated fair value of the investment to the carrying value of the investment to determine whether impairment hasoccurred. If the estimated fair value is less than the carrying value, the excess of the carrying value over the estimated fair value is recognized as animpairment loss.Unamortized Debt Discount and Issuance Expense: Discounts and expenses incurred with the issuance of long-term debt are amortized over the termof the debt. These amounts are presented as a reduction of long-term debt on the accompanying consolidated balance sheets. Expenses incurred with theissuance and extension of EQM's $750 million credit facility are presented in other assets on the accompanying consolidated balance sheets.Natural Gas Imbalances: EQM experiences natural gas imbalances when the actual amount of natural gas delivered from a pipeline system orstorage facility differs from the amount of natural gas scheduled to be delivered. EQM values these imbalances due to or from shippers and operators atcurrent index prices. Imbalances are settled in-kind, subject to the terms of the FERC tariffs. Imbalances as of December 31, 2016 and 2015 were receivablesof $2.8 million and $0.9 million, respectively, included in other current assets in the accompanying consolidated balance sheets with offsetting amountsrecorded to system gas, a component of property, plant and equipment. EQM classifies imbalances as current as it expects to settle them within a year.Asset Retirement Obligations: Although individual assets will be replaced as needed, EQM's gathering system and transmission and storage systemwill continue to exist for an indefinite useful life. As such, there is uncertainty around the timing of any asset retirement activities. As a result, EQMdetermined that there is not sufficient information to make a reasonable estimate of the asset retirement obligations for the remaining assets as ofDecember 31, 2016 and 2015.Contingencies: EQM is involved in various regulatory and legal proceedings that arise in the ordinary course of business. A liability is recorded forcontingencies based upon EQM's assessment that a loss is probable and that the amount of the loss can be reasonably estimated. EQM considers many factorsin making these assessments, including history and specifics of each matter. Estimates are developed in consultation with legal counsel and are based uponthe analysis of potential results.Regulatory Accounting: EQM’s regulated operations consist of interstate pipeline, intrastate gathering and storage operations subject to regulationby the FERC. Rate regulation provided by the FERC is designed to enable EQM to recover the costs of providing the regulated services plus an allowedreturn on invested capital. The application of regulatory accounting allows EQM to defer expenses and income in its consolidated balance sheets asregulatory assets and liabilities when it is probable that those expenses and income will be allowed in the rate setting process in a period different from theperiod in which they would have been reflected in the statements of consolidated operations for a non-regulated entity. The deferred regulatory assets andliabilities are then recognized in the statements of consolidated operations in the period in which the same amounts are reflected in rates. The amountsdeferred in the consolidated balance sheets relate primarily to the accounting for income taxes, post-retirement benefit costs and the storage retainage trackeron the AVC system. The amounts established for accounting for income taxes were primarily generated during the period prior to EQM's change in tax statusin July 2012 when EQM was included as part of EQT’s consolidated federal tax return. EQM believes that it will continue to be subject to rate regulation thatwill provide for the recovery of deferred costs. See Note 13. Revenue Recognition: Reservation revenues on firm contracted capacity are recognized ratably over the contract period based on the contractedvolume regardless of the amount of natural gas transported or gathered. Revenues associated with gathered or transported volumes under firm andinterruptible contracts are recognized as physical deliveries of natural gas are made. AFUDC: The carrying costs for the construction of certain long-lived regulated assets are capitalized and amortized over the related assets’ estimateduseful lives. The capitalized amount for construction of regulated assets includes interest cost (the interest component) and a designated cost of equity (theequity component) for financing the construction of these regulated assets. The interest components of AFUDC for the years ended December 31, 2016, 2015and 2014 of $2.4 million, $1.6 million and $1.0 million, respectively, were included as a reduction of net interest expense in the statements of consolidatedoperations. The equity components of AFUDC for the years ended December 31, 2016, 2015 and 2014 of $19.4 million, $6.3 million and $3.2 million,respectively, were recorded in other income in the statements of consolidated operations. Equity-Based Compensation: EQM has awarded equity-based compensation in connection with the EQT Midstream Services, LLC 2012 Long-TermIncentive Plan. These awards will be paid in EQM common units; therefore, EQM treats these70Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsprograms as equity awards. Awards are recorded at fair value which utilizes the published market price on the grant date. See Note 10.Net Income per Limited Partner Unit: Net income per limited partner unit is calculated utilizing the two-class method by dividing the limitedpartner interest in net income by the weighted average number of limited partner units outstanding during the period. EQM’s net income is allocated to thegeneral partner and limited partners in accordance with their respective ownership percentages, and when applicable, giving effect to incentive distributionsallocable to the general partner. The allocation of undistributed earnings, or net income in excess of distributions, to the incentive distribution rights islimited to available cash (as defined by EQM’s partnership agreement) for the period. EQM’s net income allocable to the limited partners was allocatedbetween common and subordinated unitholders, as applicable, by applying the provisions of its partnership agreement that govern actual cash distributionsas if all earnings for the period had been distributed. Any common units issued during the period are included on a monthly weighted-average basis for theperiods in which they were outstanding. Diluted net income per limited partner unit reflects the potential dilution that could occur if securities or agreementsto issue common units, such as awards under the long-term incentive plan, were exercised, settled or converted into EQM common units. When it isdetermined that potential common units resulting from an award subject to performance or market conditions should be included in the diluted net incomeper limited partner unit calculation, the impact is reflected by applying the treasury stock method. Net income attributable to AVC, Rager and the GatheringAssets for the periods prior to October 1, 2016, to NWV Gathering for the periods prior to March 17, 2015 and to Jupiter for the periods prior to May 7, 2014was not allocated to the limited partners for purposes of calculating net income per limited partner unit as these pre-acquisition amounts were not available topay the unitholders. See Note 8. Income Taxes: For federal and state income tax purposes, all income, expenses, gains, losses and tax credits generated flow through to EQM'sunitholders; accordingly, there is no provision for income taxes for EQM. Net income for financial statement purposes may differ significantly from taxableincome of unitholders because of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocationrequirements under EQM’s partnership agreement. The aggregate difference in the basis of EQM’s net assets for financial and tax reporting purposes cannotbe readily determined because information regarding each partner’s tax attributes is not available to EQM. See Note 11.Recently Issued Accounting Standards: In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contractswith 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 thatreflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date which approved a one year deferral of ASU 2014-09 to annual reporting periodsbeginning after December 15, 2017. EQM expects to adopt the ASUs using the modified retrospective method of adoption on January 1, 2018. During 2016,EQM completed an analysis of the impact of the standard on its broad contract types. As a result, EQM anticipates that this standard will not have a materialimpact on net income. EQM anticipates that a detailed review of the impact of the standard on all of its individual contracts will be completed by mid-year2017.In February 2015, the FASB issued ASU No. 2015-02, Consolidation. The standard changes the analysis that a reporting entity must perform todetermine whether it should consolidate certain types of legal entities. EQM adopted this standard in the first quarter of 2016 with no significant impact onreported results or disclosures.In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets andFinancial Liabilities. The changes primarily affect the accounting for equity investments, financial liabilities under the fair value option and the presentationand disclosure requirements for financial instruments. This standard will eliminate the cost method of accounting for equity investments. The ASU will beeffective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period, with earlyadoption of certain provisions permitted. EQM is currently evaluating the impact this standard will have on its financial statements and related disclosures.In February 2016, the FASB issued ASU No. 2016-02, Leases. The ASU requires, among other things, that lessees recognize the following for allleases (with the exception of short-term leases) at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arisingfrom a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, aspecified asset for the lease term. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, thebeginning of the earliest comparative period presented in the financial statements. The ASU will be effective for annual reporting periods beginning afterDecember 15, 2018, including interim periods within that reporting period, with early71Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsadoption permitted. While EQM is currently evaluating the provisions of this ASU to determine the impact this standard will have on its financial statementsand related disclosures, the primary effect of adopting the new standard will be to record assets and obligations for contracts currently recognized asoperating leases.In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments.This ASU amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at amortizedcost basis, this ASU eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of allexpected 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 effectivefor annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period. EQM is currently evaluating theimpact this standard will have on its financial statements and related disclosures.In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and CashPayments. This ASU addresses the presentation and classification of eight specific cash flow issues. The amendments in the ASU will be effective for publicbusiness entities for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoptionpermitted. EQM anticipates this standard will not have a material impact on its financial statements and related disclosures.Subsequent Events: EQM has evaluated subsequent events through the date of the financial statement issuance.2. AcquisitionsThe following table presents EQM's acquisitions completed during the three years ended December 31, 2016. Acquisition Date Total Consideration Cash Common UnitsIssued to EQT GP Units Issued toEQT (Thousands, except unit amounts)Jupiter Acquisition (a) 5/7/14 $1,180,000 $1,121,000 516,050 262,828NWV Gathering Acquisition (b) 3/17/15 925,683 873,183 511,973 178,816MVP Interest Acquisition (c) 3/30/15 54,229 54,229 — —Preferred Interest Acquisition (d) 4/15/15 124,317 124,317 — —October 2016 Acquisition (e) 10/13/16 $275,000 $275,000 — —(a)EQT contributed Jupiter to EQM Gathering Opco, LLC (EQM Gathering), an indirect wholly owned subsidiary of EQM. The cash portion of thepurchase price was funded with the net proceeds from an equity offering of EQM common units and borrowings under EQM’s credit facility.(b)EQT contributed NWV Gathering to EQM Gathering. The cash portion of the purchase price was funded with net proceeds from an equityoffering of EQM common units and borrowings under EQM's credit facility.(c)EQM assumed 100% of the membership interests in MVP Holdco, LLC (MVP Holdco), the owner of the interest (the MVP Interest) in the MVPJoint Venture, which at the time was an indirect wholly owned subsidiary of EQT. The cash payment made represented EQM's reimbursement toEQT for 100% of the capital contributions made by EQT to the MVP Joint Venture as of March 30, 2015. The cash payment was funded byborrowings under EQM's credit facility. See Note 6.(d)Pursuant to the NWV Gathering Acquisition contribution and sale agreement, EQM acquired a preferred interest (the Preferred Interest) fromEQT in EES, which at the time was an indirect wholly owned subsidiary of EQT. EES generates revenue from services provided to a localdistribution company. The cash payment was funded by borrowings under EQM's credit facility.In October 2016, the operating agreement of EES was amended to include mandatory redemption of the Preferred Interest at the end of thepreference period which is expected to be December 31, 2034. As a result of this amendment, the accounting for EQM's investment in EESconverted from a cost method investment to a note receivable effective October 1, 2016. See Note 12.72Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents(e)On October 13, 2016, EQM entered into a Purchase and Sale Agreement with EQT pursuant to which EQM acquired from EQT 100% of theoutstanding limited liability company interests of AVC and Rager as well as the Gathering Assets. The closing occurred on October 13, 2016and was effective as of October 1, 2016. The cash payment was funded by borrowings under EQM's credit facility.AVC, Rager, the Gathering Assets, NWV Gathering and Jupiter were businesses and the related acquisitions were transactions between entities undercommon control; therefore, EQM recorded the assets and liabilities of these entities at their carrying amounts to EQT on the date of the respectivetransactions. The difference between EQT’s net carrying amount and the total consideration paid to EQT was recorded as a capital transaction with EQT,which resulted in a reduction in partners’ capital. This portion of the consideration was recorded in financing activities in the statements of consolidated cashflows. EQM recast its consolidated financial statements to retrospectively reflect the October 2016 Acquisition, NWV Gathering Acquisition and JupiterAcquisition as if the entities were owned for all periods presented; however, the consolidated financial statements are not necessarily indicative of the resultsof operations that would have occurred if EQM had owned them during the periods reported.Prior to the October 2016 Acquisition, EQM operated the AVC facilities as part of its transmission and storage system under a lease agreement withEQT. The lease was a capital lease under GAAP; therefore, revenues and expenses associated with the AVC facilities were included in EQM’s historicalconsolidated financial statements and the AVC facilities were depreciated over the lease term of 25 years. In conjunction with the October 2016 Acquisition,the lease agreement was terminated. As a result, EQM's recast of the consolidated financial statements included recasting depreciation expense recognized forthe periods prior to the transaction to reflect the pipeline’s useful life of 40 years. The $25.1 million of cumulative capital lease depreciation recorded forperiods prior to the transaction was eliminated through equity at the time of the acquisition and the financial statements now reflect the depreciation expensebased on the 40 year useful life. This adjustment increased previously reported net income by $5.2 million, $4.2 million and $1.9 million for the years endedDecember 31, 2016, 2015 and 2014, respectively. In addition, because the effect of the recast of the financial statements resulted in the elimination of thecapital lease obligation from EQM to AVC, the lease obligation portion of the consideration paid was recorded in financing activities in the statements ofconsolidated cash flows.Sunrise Pipeline, LLC (Sunrise), an indirect wholly owned subsidiary of EQT, merged with and into Equitrans, L.P. (Equitrans), an indirect whollyowned subsidiary of EQM, on July 22, 2013 (Sunrise Merger). Prior to the Sunrise Merger, Equitrans entered into a precedent agreement with a third party forfirm transportation service on the Sunrise Pipeline over a twenty-year term. Following the effectiveness of the transportation agreement contemplated by theprecedent agreement in December 2013, EQM was obligated to pay additional cash consideration of $110 million to EQT in January 2014 which was fundedby borrowings under EQM's credit facility.3. Partners' CapitalThe following table summarizes EQM's public offerings of its common units during the three years ended December 31, 2016. Common UnitsIssued (a) GP Units Issued (b) Price Per Unit Net Proceeds Underwriters'Discount and OtherOffering Expenses (Thousands, except unit and per unit amounts)May 2014 equity offering (c) 12,362,500 — $75.75 $902,467 $33,992March 2015 equity offering (d) 9,487,500 25,255 76.00 696,582 24,468$750 million At the Market (ATM)Program in 2015 (e) 1,162,475 — 74.92 85,483 1,610November 2015 equity offering (f) 5,650,000 — 71.80 399,937 5,733$750 million ATM Program in 2016 (g) 2,949,309 — $74.42 $217,102 $2,381(a)Includes the issuance of additional common units pursuant to the exercise of the underwriters' over-allotment options, as applicable.73Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents(b)Represents general partner units issued to the EQM General Partner in exchange for its proportionate capital contribution. See Note 2 for a summaryof EQM general partner units issued in conjunction with acquisitions.(c)The net proceeds were used to finance a portion of the cash consideration paid to EQT in connection with the Jupiter Acquisition as described inNote 2.(d)The underwriters exercised their option to purchase additional common units. The EQM General Partner purchased 25,255 EQM general partnerunits for approximately $1.9 million to maintain its then 2.0% general partner ownership percentage. This amount was included in net proceeds fromthis offering. The net proceeds were used to finance a portion of the cash consideration paid to EQT in connection with the NWV GatheringAcquisition as described in Note 2.(e)During the third quarter of 2015, EQM entered into an equity distribution agreement that established an ATM common unit offering program,pursuant to which a group of managers, acting as EQM's sales agents, may sell EQM common units having an aggregate offering price of up to $750million (the $750 million ATM Program). The price per unit represents an average price for all issuances under the $750 million ATM Program in2015. The underwriters' discount and other offering expenses in the table above include commissions of approximately $0.9 million. EQM used thenet proceeds for general partnership purposes.Prior to this $750 million ATM Program, the EQM General Partner maintained its general partner ownership percentage at the previous level of2.0%. Starting with sales under the $750 million ATM Program in 2015, the EQM General Partner elected not to maintain its general partnerownership percentage.(f)The net proceeds were used for general partnership purposes and to repay amounts outstanding under EQM's credit facility.(g)The price per unit represents an average price for all issuances under the $750 million ATM Program in 2016. The underwriters' discount and otheroffering expenses in the table above include commissions of approximately $2.2 million. EQM used the net proceeds for general partnershippurposes.The following table summarizes EQM's common, subordinated and general partner units issued and outstanding from January 1, 2014 throughDecember 31, 2016. Limited Partner Units General Common Subordinated Partner Units TotalBalance at January 1, 2014 30,468,902 17,339,718 975,686 48,784,306May 2014 equity offering 12,362,500 — — 12,362,500Jupiter Acquisition consideration 516,050 — 262,828 778,878Balance at December 31, 2014 43,347,452 17,339,718 1,238,514 61,925,684Conversion of subordinated units to common units 17,339,718 (17,339,718) — —2014 EQM VDA issuance 21,063 — 430 21,493March 2015 equity offering 9,487,500 — 25,255 9,512,755NWV Gathering Acquisition consideration 511,973 — 178,816 690,789$750 million ATM Program 1,162,475 — — 1,162,475November 2015 equity offering 5,650,000 — — 5,650,000Balance at December 31, 2015 77,520,181 — 1,443,015 78,963,1962014 EQM VDA issuance 19,796 — — 19,796EQM Total Return Program issuance 92,472 — — 92,472$750 million ATM Program 2,949,309 — — 2,949,309Balance at December 31, 2016 80,581,758 — 1,443,015 82,024,773See Note 8 for discussion of the conversion of the subordinated units in February 2015. EQM issued 19,796 and 21,063 common units under the2014 EQM Value Driver Award Program (2014 EQM VDA) in February 2016 and 2015, respectively, as discussed in Note 10. In connection with theFebruary 2015 issuance, the EQM General Partner purchased 43074Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsEQM general partner units to maintain its then 2.0% general partner ownership percentage. EQM issued 92,472 common units under the EQM Total ReturnProgram in February 2016 as discussed in Note 10.As of December 31, 2016, EQGP and its subsidiaries owned 21,811,643 EQM common units, representing a 26.6% limited partner interest,1,443,015 EQM general partner units, representing a 1.8% general partner interest, and all of the incentive distribution rights in EQM. As of December 31,2016, EQT owned 100% of the non-economic general partner interest and a 90.1% limited partner interest in EQGP.4. Financial Information by Business Segment Years Ended December 31, 2016 2015 2014 (Thousands)Revenues from external customers (including affiliates): Gathering$397,494 $335,105 $233,945Transmission338,120 297,831 255,273Total$735,614 $632,936 $489,218Operating income: Gathering$289,027 $243,257 $147,426Transmission237,922 207,779 185,169Total operating income$526,949 $451,036 $332,595 Reconciliation of operating income to net income: Other income37,918 8,694 3,313Net interest expense16,766 21,345 10,871Income tax expense (benefit)10,147 (16,741) 40,221Net income$537,954 $455,126 $284,816 As of December 31, 2016 2015 2014 (Thousands)Segment assets: Gathering$1,292,713 $1,079,644 $865,465Transmission1,413,631 1,183,641 939,589Total operating segments2,706,344 2,263,285 1,805,054Headquarters, including cash369,496 570,073 138,312Total assets$3,075,840 $2,833,358 $1,943,366 Years Ended December 31, 2016 2015 2014 (Thousands)Depreciation and amortization: Gathering$30,422 $24,360 $23,977Transmission32,269 25,535 25,084Total$62,691 $49,895 $49,061Expenditures for segment assets: Gathering$295,315 $225,537 $253,638Transmission292,049 203,706 137,317Total (a)$587,364 $429,243 $390,955 75Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents(a)EQM accrues capital expenditures when work has been completed but the associated bills have not yet been paid. These accrued amounts areexcluded from capital expenditures on the statements of consolidated cash flows until they are paid in a subsequent period. Accrued capitalexpenditures were approximately $26.7 million, $24.1 million, $53.0 million and $18.6 million at December 31, 2016, 2015, 2014 and 2013,respectively.5. Related Party Transactions Affiliate Transactions. In the ordinary course of business, EQM engages in transactions with EQT and its affiliates including, but not limited to,transportation service and precedent agreements, storage agreements and gas gathering agreements. Operation and Management Services Agreement. EQM has an operation and management services agreement with EQT Gathering, pursuant towhich EQT Gathering provides EQM’s pipelines and storage facilities with certain operational and management services. EQM reimburses EQT Gathering forsuch services pursuant to the terms of its omnibus agreement with EQT (described below). EQM is allocated the portion of operating and maintenanceexpense and selling, general and administrative expense incurred by EQT and EQT Gathering for the benefit of EQM.Employees of EQT operate EQM’s assets. EQT charges EQM for the payroll and benefit costs associated with these individuals and for retirees ofEquitrans. EQT carries the obligations for pension and other employee-related benefits in its consolidated financial statements. EQM is allocated a portion ofEQT’s defined benefit pension plan and retiree medical and life insurance plan cost for the retirees of Equitrans. EQM’s share of those costs is recorded in dueto related parties and reflected in operating expenses in the accompanying statements of consolidated operations. See Note 14.Omnibus Agreement. EQM entered into an omnibus agreement by and among EQM, the EQM General Partner and EQT. Pursuant to the omnibusagreement, EQT agreed to provide EQM with a license to use the name “EQT” and related marks in connection with EQM’s business. The omnibus agreementalso provides for certain indemnification and reimbursement obligations between EQT and EQM. Effective January 1, 2015, EQM amended its omnibusagreement with EQT to provide for the reimbursement by EQM of direct and indirect costs and expenses attributable to EQT's long-term incentive programsas these plans will be utilized to compensate and retain EQT employees who provide services to EQM. For the period subsequent to EQM's initial publicoffering (IPO) and prior to the January 1, 2015 amendment, the expense associated with EQT long-term incentive plans was not an expense of EQM under theomnibus agreement because, at the time of EQM's IPO, the EQM General Partner established its own long-term incentive plan as discussed in Note 10. Thehistorical financial statements of AVC, Rager, the Gathering Assets, NWV Gathering and Jupiter prior to acquisition included long-term incentivecompensation plan expense associated with the EQT long-term incentive plans. The following table summarizes the reimbursement amounts for the yearsended December 31, 2016, 2015 and 2014. Years Ended December 31, 2016 2015 2014 (Thousands)Reimbursements to EQT Operating and maintenance expense (a)$33,526 $31,310 $21,999Selling, general and administrative expense (a)$63,255 $46,149 $25,051 Reimbursements from EQT (b) Plugging and abandonment$440 $26 $500Bare steel replacement— 6,268 —Other capital reimbursements$162 $1,198 $—(a)The expenses for which EQM reimburses EQT and its subsidiaries may not necessarily reflect the actual expenses that EQM would incur on astand-alone basis, and EQM is unable to estimate what those expenses would be on a stand-alone basis. These amounts exclude the recastimpact of the October 2016 Acquisition, NWV Gathering Acquisition and Jupiter Acquisition as these amounts do not represent reimbursementspursuant to the omnibus agreement.(b)These reimbursements were recorded as capital contributions from EQT.76Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsSummary of Related Party Transactions. The following table summarizes related party transactions: Years Ended December 31, 2016 2015 2014 (Thousands)Operating revenues$551,353 $462,371 $337,132Operating and maintenance expense (a)34,179 33,452 29,258Selling, general and administrative expense (a)67,345 55,092 46,524Other income (b)18,191 2,367 —Interest income on Preferred Interest (see Note 12)1,740 — —Principal payments received on Preferred Interest (see Note 12)1,024 — —Distributions to EQM General Partner (c)169,438 109,194 59,537Capital contributions from EQT602 7,492 500Net contributions from/(distributions to) EQT$20,234 $(15,179) $87,452(a)The expenses for which EQM reimburses EQT and its subsidiaries may not necessarily reflect the actual expenses that EQM would incur on astand-alone basis, and EQM is unable to estimate what those expenses would be on a stand-alone basis. These amounts include the recast impactof the October 2016 Acquisition, NWV Gathering Acquisition and Jupiter Acquisition as they represent the total amounts allocated to EQM byEQT for the periods presented.(b)For the year ended December 31, 2016, other income included distributions received from EES of $8.3 million and equity income from the MVPJoint Venture of $9.9 million. For the year ended December 31, 2015, other income included equity income from the MVP Joint Venture of $2.4million. See Notes 6 and 12.(c)The distributions to the EQM General Partner are based on the period to which the distributions relate and not the period in which thedistributions were declared and paid. For example, for the year ended December 31, 2016, total distributions to the EQM General Partnerincluded the cash distribution declared on January 19, 2017 to EQM's unitholders related to the fourth quarter 2016 of $0.85 per common unit.The following table summarizes related party balances: As of December 31, 2016 2015 (Thousands)Accounts receivable – affiliate$81,358 $80,507Due to related party19,027 47,563Other current assets (current portion of Preferred Interest in EES - see Note 12)4,167 —Investments in unconsolidated entities184,562 77,025Preferred Interest in EES (see Note 12)$119,126 $124,317See also Note 2, Note 3, Note 6, Note 7, Note 9, Note 10, Note 12 and Note 14 for further discussion of related party transactions.6. Investments in Unconsolidated EntitiesMVP Joint VentureOn March 30, 2015, EQM assumed EQT's interest in MVP Holdco, which owns the interest in the MVP Joint Venture, for $54.2 million. The MVPJoint Venture plans to construct the Mountain Valley Pipeline (MVP), an estimated 300-mile natural gas interstate pipeline spanning from northern WestVirginia to southern Virginia. EQM also assumed the role of operator of the MVP from EQT. In April 2015, October 2015 and January 2016, EQM sold 10%,1% and 8.5% ownership interests in the MVP Joint Venture, respectively. The purchase from EQT and subsequent sales of interests in the MVP Joint Venturewere all for consideration that represented the proportional amount of capital contributions made to the joint venture as of the date of the respectivetransactions. As of December 31, 2016, EQM owned a 45.5% interest in the MVP Joint Venture.77Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsThe MVP Joint Venture has been determined to be a variable interest entity because it has insufficient equity to finance its activities during theconstruction stage of the project. EQM is not the primary beneficiary because it does not have the power to direct the activities of the MVP Joint Venture thatmost significantly impact its economic performance. Certain business decisions, including, but not limited to, decisions about operating and constructionbudgets, project construction schedule, material contracts or precedent agreements, indebtedness, significant acquisitions or dispositions, material regulatoryfilings and strategic decisions require the approval of owners holding more than a 66 2/3% interest in the MVP Joint Venture and no one member owns morethan a 66 2/3% interest. Beginning on the date it was assumed from EQT, EQM accounted for the MVP Interest as an equity method investment as EQM hasthe ability to exercise significant influence over operating and financial policies of the MVP Joint Venture. EQM records adjustments to the investmentbalance for contributions to or distributions from the MVP Joint Venture and its pro-rata share of earnings of the MVP Joint Venture.The value of the equity method investment recorded on the consolidated balance sheets was approximately $184.6 million and $77.0 million as ofDecember 31, 2016 and 2015, respectively. In January 2017, MVP Holdco paid capital contributions of $11.5 million to the MVP Joint Venture. The capitalcontribution payable has been reflected on the consolidated balance sheet as of December 31, 2016 with a corresponding increase to EQM's investment in theMVP Joint Venture.Equity income related to EQM's portion of the MVP Joint Venture's AFUDC on construction of the MVP is reported in other income in thestatements of consolidated operations and was $9.9 million and $2.4 million for the years ended December 31, 2016 and 2015, respectively.As of December 31, 2016, EQM had issued a $91 million performance guarantee in favor of the MVP Joint Venture to provide performanceassurances for MVP Holdco's obligations to fund its proportionate share of the construction budget for the MVP. Upon the FERC’s initial release to beginconstruction of the MVP, EQM's guarantee will terminate and EQM will be obligated to issue a new guarantee in an amount equal to 33% of MVP Holdco’sremaining obligations to make capital contributions to the MVP Joint Venture in connection with the then remaining construction budget, less, subject tocertain limits, any credit assurances issued by any affiliate of EQM under such affiliate's precedent agreement with the MVP Joint Venture.As of December 31, 2016, EQM's maximum financial statement exposure related to the MVP Joint Venture was approximately $276 million, whichincludes the investment balance on the consolidated balance sheet as of December 31, 2016 and amounts which could have become due under theperformance guarantee as of that date.7. Cash Distributions The EQM partnership agreement requires EQM to distribute all of its available cash to EQM unitholders within 45 days after the end of eachquarter. Available cash generally means, for any quarter, all cash and cash equivalents on hand at the end of that quarter:• less, the amount of cash reserves established by the EQM General Partner to: • provide for the proper conduct of EQM’s business (including reserves for future capital expenditures, anticipated future debt servicerequirements and refunds of collected rates reasonably likely to be refunded as a result of a settlement or hearing related to FERC rateproceedings or rate proceedings under applicable law subsequent to that quarter); • comply with applicable law, any of EQM’s debt instruments or other agreements; or • provide funds for distributions to EQM’s unitholders and to the EQM General Partner for any one or more of the next four quarters(provided that the EQM General Partner may not establish cash reserves for distributions if the effect of the establishment of such reserveswill prevent EQM from distributing the minimum quarterly distribution on all common units); • plus, if the EQM General Partner so determines, all or any portion of the cash on hand on the date of determination of available cash for thequarter resulting from working capital borrowings made subsequent to the end of such quarter.All incentive distribution rights are held by the EQM General Partner. Incentive distribution rights represent the right to receive an increasingpercentage (13.0%, 23.0% and 48.0%) of quarterly distributions of available cash from operating surplus after the minimum quarterly distribution and thetarget distribution levels described below have been achieved. The EQM General Partner may transfer the incentive distribution rights separately from itsgeneral partner interest, subject to restrictions in EQM’s partnership agreement.78Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents The following discussion assumes that the EQM General Partner continues to own both its 1.8% general partner interest and the incentivedistribution rights. If for any quarter EQM has distributed available cash from operating surplus to the common unitholders in an amount equal to EQM's minimumquarterly distribution; then, EQM will distribute any additional available cash from operating surplus for that quarter among the unitholders and the EQMGeneral Partner in the following manner: Total QuarterlyDistribution per Marginal Percentage Interest inDistributions Unit Target Amount Unitholders General PartnerMinimum Quarterly Distribution $0.35 98.2% 1.8%First Target Distribution Above $0.3500 up to $0.4025 98.2% 1.8%Second Target Distribution Above $0.4025 up to $0.4375 85.2% 14.8%Third Target Distribution Above $0.4375 up to $0.5250 75.2% 24.8%Thereafter Above $0.5250 50.2% 49.8% To the extent these incentive distributions are made to the EQM General Partner, more available cash proportionally is allocated to the EQMGeneral Partner than to holders of limited partner units.On January 19, 2017, the Board of Directors of the EQM General Partner declared a cash distribution to EQM's unitholders for the fourth quarter of2016 of $0.85 per common unit. The cash distribution will be paid on February 14, 2017 to unitholders of record at the close of business on February 3, 2017.Cash distributions to EQGP will be approximately $18.5 million related to its limited partner interest, $1.8 million related to its general partner interest and$27.6 million related to its incentive distribution rights.8. Net Income per Limited Partner Unit The table below presents EQM’s calculation of net income per limited partner unit for common and subordinated limited partner units. Net incomeattributable to AVC, Rager and the Gathering Assets for periods prior to October 1, 2016, to NWV Gathering for periods prior to March 17, 2015 and toJupiter for periods prior to May 7, 2014 were not allocated to the limited partners for purposes of calculating net income per limited partner unit. The phantom units granted to the independent directors of the EQM General Partner will be paid in common units upon a director’s termination ofservice on the EQM General Partner's Board of Directors. As there are no remaining service, performance or market conditions related to these awards, 17,196,14,017 and 11,418 phantom unit awards were included in the calculation of basic and diluted weighted average limited partner units outstanding for theyears ended December 31, 2016, 2015 and 2014, respectively. Potentially dilutive securities included in the calculation of diluted weighted average limitedpartner units outstanding totaled 20,548, 160,633 and 137,800 for the years ended December 31, 2016, 2015 and 2014, respectively.Conversion of Subordinated Units. Upon payment of the cash distribution for the fourth quarter of 2014, the financial requirements for theconversion of all subordinated units were satisfied. As a result, on February 17, 2015, the 17,339,718 subordinated units converted into common units on aone-for-one basis. For purposes of calculating net income per common and subordinated unit, the conversion of the subordinated units was deemed to haveoccurred on January 1, 2015. The conversion did not impact the amount of the cash distribution paid or the total number of EQM’s outstanding unitsrepresenting limited partner interests.79Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents Years Ended December 31, 2016 2015 2014 (Thousands, except per unit data)Net income $537,954 $455,126 $284,816Less: Pre-acquisition net income allocated to parent (21,861) (72,782) (72,194)General partner interest in net income – general partner units (9,173) (7,455) (4,252)General partner interest in net income – incentive distribution rights (93,568) (46,992) (11,453)Limited partner interest in net income $413,352 $327,897 $196,917 Net income allocable to common units - basic $413,352 $327,897 $136,992Net income allocable to subordinated units - basic — — 59,925Limited partner interest in net income - basic $413,352 $327,897 $196,917 Net income allocable to common units - diluted $413,352 $327,897 $137,048Net income allocable to subordinated units - diluted — — 59,869Limited partner interest in net income - diluted $413,352 $327,897 $196,917 Weighted average limited partner units outstanding – basic Common units 79,367 69,612 38,405Subordinated units — — 17,340Total 79,367 69,612 55,745Weighted average limited partner units outstanding – diluted Common units 79,388 69,773 38,543Subordinated units — — 17,340Total 79,388 69,773 55,883Net income per limited partner unit – basic Common units $5.21 $4.71 $3.57Subordinated units — — 3.46Total $5.21 $4.71 $3.53Net income per limited partner unit - diluted Common units $5.21 $4.70 $3.56Subordinated units — — 3.45Total $5.21 $4.70 $3.52 9. Debt The following table presents EQM's outstanding debt as of December 31, 2016 and 2015. December 31, 2016 December 31, 2015 Principal CarryingValue Fair Value(a) Principal CarryingValue Fair Value(a) (Thousands)$750 Million Facility $— $— $— $299,000 $299,000 $299,000364-Day Facility — — — N/A N/A N/A4.00% Senior Notes due 2024 500,000 494,170 493,125 500,000 493,401 414,1254.125% Senior Notes due 2026 $500,000 $491,562 $488,460 N/A N/A N/A(a)See Note 1 for a discussion of fair value measurements.$750 Million Facility. EQM has a $750 Million Facility that expires in February 2019. The $750 Million Facility is available to fund workingcapital requirements and capital expenditures, to purchase assets, to pay distributions, to repurchase units and for general partnership purposes. Subject tocertain terms and conditions, the $750 Million Facility has an accordion feature that allows EQM to increase the available borrowings under the facility byup to an additional $250 million. In addition,80Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsthe $750 Million Facility includes a sublimit up to $75 million for same-day swing line advances and a sublimit up to $150 million for letters of credit.Further, EQM has the ability to request that one or more lenders make term loans to it under the $750 Million Facility subject to the satisfaction of certainconditions, which term loans will be secured by cash and qualifying investment grade securities. EQM’s obligations under the revolving portion of the $750Million Facility are unsecured.EQM is not required to maintain compensating bank balances under the $750 Million Facility. EQM’s debt issuer credit ratings, as determined byStandard and Poor’s Ratings Services, Moody’s Investors Service and Fitch Ratings Service on its non-credit-enhanced, senior unsecured long-term debt,determine the level of fees associated with its $750 Million Facility in addition to the interest rate charged by the counterparties on any amounts borrowedagainst the lines of credit; the lower EQM’s debt credit rating, the higher the level of fees and borrowing rate.During 2016, 2015 and 2014, the maximum amount outstanding on EQM's $750 Million Facility at any time was $401 million, $404 million and$450 million, respectively, the average daily balance of borrowings outstanding was approximately $77 million, $261 million and $119 million,respectively, and interest was incurred on the borrowings at weighted average annual interest rates of 2.0%, 1.7% and 1.7%, respectively. For the years endedDecember 31, 2016, 2015 and 2014, commitment fees of $1.6 million, $1.2 million and $1.4 million, respectively, were paid to maintain credit availabilityunder EQM's $750 Million Facility.EQM’s $750 Million Facility contains various provisions that, if not complied with, could result in termination of the credit facility, require earlypayment of amounts outstanding or similar actions. The most significant covenants and events of default under the $750 Million Facility relate tomaintenance of a permitted leverage ratio, limitations on transactions with affiliates, limitations on restricted payments, insolvency events, nonpayment ofscheduled principal or interest payments, acceleration of and certain other defaults under other financial obligations and change of control provisions. Underthe $750 Million Facility, EQM is required to maintain a consolidated leverage ratio of not more than 5.00 to 1.00 (or not more than 5.50 to 1.00 for certainmeasurement periods following the consummation of certain acquisitions).364-Day Facility. On October 26, 2016, EQM entered into a $500 million, 364-day, uncommitted revolving loan agreement with EQT. The 364-DayFacility will mature on October 25, 2017 and will automatically renew for successive 364-day periods unless EQT delivers a non-renewal notice at least 60days prior to the then current maturity date. EQM may terminate the 364-Day Facility at any time by repaying in full the unpaid principal amount of all loanstogether with interest thereon. The 364-Day Facility is available for general partnership purposes and does not contain any covenants other than theobligation to pay accrued interest on outstanding borrowings. Interest will accrue on any outstanding borrowings at an interest rate equal to the rate thenapplicable to similar loans under the $750 Million Facility, or a successor revolving credit facility, less the sum of (i) the then applicable commitment feeunder the $750 Million Facility and (ii) 10 basis points. There were no amounts outstanding at any time on the 364-Day Facility in 2016.4.00% Senior Notes. During the third quarter of 2014, EQM issued 4.00% Senior Notes due August 1, 2024 in the aggregate principal amount of$500 million. Net proceeds from the offering were used to repay the outstanding borrowings under the $750 Million Facility at that time and for generalpartnership purposes. The 4.00% Senior Notes contain covenants that limit EQM’s ability to, among other things, incur certain liens securing indebtedness,engage in certain sale and leaseback transactions, and enter into certain consolidations, mergers, conveyances, transfers or leases of all or substantially all ofEQM’s assets.4.125% Senior Notes. During the fourth quarter of 2016, EQM issued 4.125% Senior Notes due December 1, 2026 in the aggregate principal amountof $500 million. Net proceeds from the offering of $491.4 million were used to repay the outstanding borrowings under the $750 Million Facility at that timeand for general partnership purposes. The 4.125% Senior Notes contain covenants that limit EQM’s ability to, among other things, incur certain lienssecuring indebtedness, engage in certain sale and leaseback transactions, and enter into certain consolidations, mergers, conveyances, transfers or leases of allor substantially all of EQM’s assets. As of December 31, 2016, EQM was in compliance with all debt provisions and covenants.10. Equity-Based Compensation Plan Equity-based compensation expense recorded by EQM for EQM's long-term incentive plan was $0.2 million, $1.5 million and $3.4 million for theyears ended December 31, 2016, 2015 and 2014, respectively. In July 2012, the EQM General Partner granted awards representing 146,490 common units (EQM Total Return Program). These awards had a marketcondition related to the total unitholder return realized on EQM’s common units from the81Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsgrant date through December 31, 2015. EQM accounted for these awards as equity awards using the $20.02 grant date fair value as determined using a MonteCarlo simulation as the valuation model. The price was generated using annual historical volatility of peer-group companies for the expected term of theawards, which was based upon the performance period. The range of expected volatilities calculated by the valuation model was 27% to 72% and theweighted-average expected volatility was 38%. Additional assumptions included the risk-free rate for periods within the contractual life of the awards basedon the U.S. Treasury yield curve in effect at the time of grant and an expected distribution growth rate of 10%. As of December 31, 2015, 137,630performance awards were outstanding. These awards were distributed in EQM common units during the first quarter of 2016.In the first quarter of 2014, performance units under the 2014 EQM Value Driver Award Program (2014 EQM VDA) were granted to EQT employeeswho provide services to EQM. The 2014 EQM VDA was established to align the interests of key EQT employees with the interests of unitholders andcustomers and the strategic objectives of EQM. Under the 2014 EQM VDA, 50% of the units confirmed vested upon payment following the first anniversaryof the grant date; the remaining 50% of the units confirmed vested upon payment following the second anniversary of the grant date. The performancemetrics were EQM’s 2014 adjusted earnings before interest, taxes, depreciation and amortization performance as compared to its annual business plan andindividual, business unit and partnership value driver performance over the period January 1, 2014 through December 31, 2014. The first tranche of theconfirmed awards vested and was paid in EQM common units in February 2015. The remainder of the confirmed awards vested and was paid in EQMcommon units in February 2016. EQM accounted for these awards as equity awards using the $58.79 grant date fair value per unit which was equal to EQM'scommon unit price on the date prior to the date of grant. Due to the graded vesting of the award, EQM recognized compensation cost over the requisiteservice period for each separately vesting tranche of the award as though the award was, in substance, multiple awards. The EQM General Partner has granted equity-based phantom units that vested upon grant to the independent directors of the EQM General Partner.The value of the phantom units will be paid in EQM common units on the director’s termination of service on the EQM General Partner’s Board of Directors.EQM accounted for these awards as equity awards and recorded compensation expense for the fair value of the awards at the grant date fair value. A total of17,760 independent director unit-based awards, including accrued distributions, were outstanding as of December 31, 2016. A total of 2,610, 2,220 and 2,580unit-based awards were granted to the independent directors during the years ended December 31, 2016, 2015 and 2014, respectively. The weighted averagefair value of these grants, based on EQM’s common unit price on the grant date, was $75.46, $88.00 and $58.79 for the years ended December 31, 2016, 2015and 2014, respectively. EQM common units to be delivered pursuant to vesting of the equity-based awards may be common units acquired by the EQM General Partner inthe open market or from any other person, issued directly by EQM or any combination of the foregoing. 11. Income Taxes As a result of its limited partnership structure, EQM is not subject to federal and state income taxes. For federal and state income tax purposes, allincome, expenses, gains, losses and tax credits generated by EQM flow through to EQM's unitholders; accordingly, EQM does not record a provision forincome taxes.As discussed in Note 2, the October 2016 Acquisition, NWV Gathering Acquisition and Jupiter Acquisition were transactions between entities undercommon control for which the consolidated financial statements of EQM have been retrospectively recast to reflect the combined entities. Accordingly, theincome tax effects associated with these operations prior to acquisition are reflected in the consolidated financial statements as they were previously part ofEQT’s consolidated federal tax return. EQT's consolidated federal income tax was allocated among the group’s members on a separate return basis with taxcredits allocated to the members generating the credits. During the years ended December 31, 2016, 2015 and 2014, net current and deferred income taxliabilities of approximately $94.0 million, $84.4 million and $51.8 million, respectively, were eliminated through equity related to AVC, Rager, theGathering Assets, NWV Gathering and Jupiter. 82Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsThe components of income tax expense (benefit) for the years ended December 31, 2016, 2015 and 2014 are as follows:Years Ended December 31,2016 2015 2014(Thousands)Current: Federal$886 $12,960 $10,277State487 985 2,307Subtotal1,373 13,945 12,584Deferred: Federal8,302 (30,931) 27,079State472 245 558Subtotal8,774 (30,686) 27,637Total$10,147 $(16,741) $40,221 Income tax expense (benefit) differed from amounts computed at the federal statutory rate of 35% on pre-tax book income from continuingoperations as follows: Years Ended December 31,2016 2015 2014(Thousands)Tax at statutory rate$191,835 $153,435 $113,763Partnership income not subject to income taxes(182,455) (135,324) (75,123)State income taxes623 800 1,918Regulatory assets132 (35,685) —Other12 33 (337)Income tax expense (benefit)$10,147 $(16,741) $40,221 Effective tax rate1.9% (3.8)% 12.4% For the year ended December 31, 2015, a tax benefit was realized by EQT in connection with a partial like-kind exchange of assets that resulted intax deferral for EQT associated with AVC. The deferred taxes were eliminated through equity in 2016 along with the other current and deferred taxesassociated with the October 2016 Acquisition. The fluctuations in income tax expense resulted primarily from the tax benefit realized by EQT in 2015 andthe change in the tax status of AVC, Rager and the Gathering Assets in 2016, NWV Gathering in 2015 and Jupiter in 2014.EQM’s historical uncertain tax positions related to the October 2016 Acquisition, NWV Gathering Acquisition and Jupiter Acquisition wereimmaterial. Additionally, EQT has indemnified EQM for these historical tax positions; therefore, EQM does not anticipate any future liabilities arising fromthese uncertain tax positions. The following table summarizes the source and tax effects of temporary differences between financial reporting and tax basis of assets and liabilities: December 31,2015(Thousands)Total deferred income tax liabilities:Property, plant and equipment tax deductions in excess of book deductions$61,665Regulatory assets22,434Total net deferred income tax liabilities$84,099 The deferred tax liabilities principally consisted of temporary differences between financial and tax reporting for EQM’s property, plant andequipment for AVC, Rager and the Gathering Assets and EQM's regulatory assets for AVC prior to their ownership by EQM. The deferred tax assets andliabilities were eliminated in connection with the October 2016 Acquisition.83Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsEQT has indemnified EQM from and against any losses suffered or incurred by EQM and related to or arising out of or in connection with anyfederal, state or local income tax liabilities attributable to the ownership or operation of EQM’s assets prior to the acquisition of such assets from EQT.Therefore, EQM does not anticipate any future liabilities arising from the historical deferred tax liabilities.12. Preferred Interest in EES In the second quarter of 2015, EQM acquired the Preferred Interest in EES from EQT. At that time, EES was determined to be a variable interestentity because it has insufficient equity to finance its activities. EQM was not the primary beneficiary because it did not have the power to direct theactivities of EES that most significantly impact its economic performance. The Preferred Interest was determined to be a cost method investment as EQM didnot have the ability to exercise significant influence over operating and financial policies of EES and was recorded at historical cost.In conjunction with the October 2016 Acquisition, the operating agreement of EES was amended to provide for mandatory redemption of thePreferred Interest at the end of the preference period, which is expected to be December 31, 2034. As a result of this amendment, EQM's investment in EESconverted to a note receivable for accounting purposes effective October 1, 2016. This conversion did not impact the carrying value of this instrument;however, distributions from EES subsequent to the amendment were recorded partly as a reduction in the Preferred Interest and partly as interest income,which is included in net interest expense in the accompanying statements of consolidated operations. Distributions received from EES prior to thisamendment were included in other income in the accompanying statements of consolidated operations. As of December 31, 2016, the carrying value of thePreferred Interest was $123.3 million with $4.2 million included in other current assets in the consolidated balance sheets.13. Regulatory Assets and Liabilities Regulatory assets and regulatory liabilities are recoverable or reimbursable over various periods and do not earn a return on investment. EQMbelieves that it will continue to be subject to rate regulation that will provide for the recovery or reimbursement of its regulatory assets and regulatoryliabilities. Regulatory assets and regulatory liabilities are included in other assets and other long-term liabilities, respectively, in the accompanyingconsolidated balance sheets. As of December 31, 2016 2015 (Thousands)Regulatory assets: Deferred taxes (a)$13,901 $70,504Other recoverable costs (b)4,989 309Total regulatory assets$18,890 $70,813 Regulatory liabilities: On-going post-retirement benefits other than pensions (c)$6,744 $5,596Other reimbursable costs (d)691 866Total regulatory liabilities$7,435 $6,462(a)At December 31, 2015 the regulatory assets included a regulatory asset recorded in connection with the tax benefit discussed in Note 11 whichwas eliminated through equity at the time of the October 2016 Acquisition. The remaining regulatory asset for deferred taxes primarily relatedto deferred income taxes recoverable through future rates on a historical deferred tax position and the equity component of AFUDC. EQMexpects to recover the amortization of the deferred tax position ratably over the corresponding life of the underlying assets that created thedifference. Taxes on the equity component of AFUDC and the offsetting deferred income taxes will be collected through rates over thedepreciable lives of the long-lived assets to which they relate. The amounts established for deferred taxes were primarily generated beforeEQM's tax status changed in July 2012 when EQM was included as part of EQT’s consolidated federal tax return.(b)At December 31, 2016, regulatory assets associated with other recoverable costs primarily related to the costs associated with the pensiontermination discussed in Note 14.84Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents (c)EQM defers expenses for on-going post-retirement benefits other than pensions which are subject to recovery in approved rates. The regulatoryliability reflects lower cumulative actuarial expenses than the amounts recovered through rates.(d)Regulatory liabilities associated with other reimbursable costs primarily related to the storage retainage tracker on the AVC system. EQM defersthe monthly over or under recovery of storage retainage gas on the AVC system and annually returns the excess to or recovers the deficiencyfrom customers. 14. Pension and Other Postretirement Benefit Plans Employees of EQT operate EQM’s assets. EQT charges EQM for the payroll and benefit costs associated with these individuals and for retirees ofEquitrans, the owner of EQM's FERC-regulated transmission, storage and gathering systems. EQT carries the obligations for pension and other employee-related benefits in its financial statements.Equitrans’ retirees participated in the EQT Corporation Retirement Plan for Employees (the Retirement Plan), a defined benefit pension plan thatwas previously sponsored by EQT. Excluding the pension termination settlement payments described below, for the years ended December 31, 2016, 2015and 2014, EQM reimbursed EQT approximately $1.9 million, $0.4 million and $0.2 million, respectively, for the funding of the Retirement Plan and wasallocated $0.1 million, $0.5 million and $0.5 million, respectively, of the expenses associated with the Retirement Plan.EQT terminated the Retirement Plan effective December 31, 2014. On March 2, 2016, the IRS issued a favorable determination letter for thetermination of the Retirement Plan. On June 28, 2016, EQT purchased annuities from and transferred the Retirement Plan assets and liabilities to AmericanGeneral Life Insurance Company. In the third quarter of 2016, EQM reimbursed EQT approximately $5.2 million for its proportionate share of such fundingrelated to retirees of Equitrans. The settlement charge is expected to be recoverable in FERC approved rates and thus was recorded as a regulatory asset thatwill be amortized for rate recovery purposes over a period of 16 years. EQM contributes to a defined contribution plan sponsored by EQT. The contribution amount is a percentage of allocated base salary. In 2016, 2015and 2014, EQM was charged its contribution percentage through the EQT payroll and benefit costs discussed in Note 5. EQM recognizes expenses for ongoing post-retirement benefits other than pensions, which are subject to recovery in the approved rates. Expensesrecognized by EQM for the years ended December 31, 2016, 2015 and 2014 for ongoing post-retirement benefits other than pensions were approximately$1.2 million each year. 15. Concentrations of Credit Risk EQM's gathering and transmission and storage operations provide services to utility and end-user customers located in the northeastern UnitedStates. EQM also provides services to customers engaged in commodity procurement and delivery, including large industrial, utility, commercial andinstitutional customers and certain marketers primarily in the Appalachian and mid-Atlantic regions. For the years ended December 31, 2016, 2015 and 2014,EQT accounted for approximately 75%, 73% and 69%, respectively, of EQM’s total revenues. Additionally, for the years ended December 31, 2016, 2015and 2014, PNG Companies, LLC and its affiliates accounted for approximately 12%, 14% and 16% of EQM's total revenues, respectively. Approximately 47% and 42% of third party accounts receivable balances of $20.7 million and $17.8 million as of December 31, 2016 and 2015,respectively, represent amounts due from marketers. EQM manages the credit risk of sales to marketers by limiting EQM’s dealings to those marketersmeeting specified criteria for credit and liquidity strength and by actively monitoring these accounts. EQM may request a letter of credit, guarantee,performance bond or other credit enhancement from a marketer in order for that marketer to meet EQM’s credit criteria. EQM did not experience anysignificant defaults on accounts receivable during the years ended December 31, 2016, 2015 and 2014. 16. Commitments and Contingencies EQM is subject to federal, state and local environmental laws and regulations. These laws and regulations, which are constantly changing, canrequire expenditures for remediation and in certain instances result in assessment of fines. EQM has established procedures for ongoing evaluation of itsoperations to identify potential environmental exposures and assure compliance with regulatory requirements. The estimated costs associated with identifiedsituations that require remedial action are accrued. However, when recoverable through regulated rates, certain of these costs are deferred as regulatory assets.85Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsOngoing expenditures for compliance with environmental law and regulations, including investments in plant and facilities to meet environmentalrequirements, have not been material. Management believes that any such required expenditures will not be significantly different in either nature or amountin the future and does not know of any environmental liabilities that will have a material effect on its business, financial condition, results of operations,liquidity or ability to make distributions. In the ordinary course of business, various legal and regulatory claims and proceedings are pending or threatened against EQM. While the amountsclaimed may be substantial, EQM is unable to predict with certainty the ultimate outcome of such claims and proceedings. EQM accrues legal and otherdirect costs related to loss contingencies when actually incurred. EQM has established reserves it believes to be appropriate for pending matters and, afterconsultation with counsel and giving appropriate consideration to available insurance, EQM believes that the ultimate outcome of any matter currentlypending against EQM will not materially affect EQM's business, financial condition, results of operations, liquidity or ability to make distributions.See Note 6 for discussion of the MVP Joint Venture guarantee.17. Interim Financial Information (Unaudited) The following quarterly summary of operating results reflects variations due primarily to the seasonal nature of the transmission and storage businessby quarter for the years ended December 31, 2016 and 2015. Three Months Ended March 31 June 30 September 30 December 31 (Thousands, except per unit amounts)2016 Operating revenues $185,786 $178,042 $176,772 $195,014Operating income 137,120 129,029 126,210 134,590Net income $136,735 $131,859 $133,660 $135,700Net income per limited partner unit: (a) Basic $1.39 $1.27 $1.23 $1.31Diluted $1.39 $1.27 $1.23 $1.312015 Operating revenues $159,246 $149,297 $153,680 $170,713Operating income 115,602 104,200 106,309 124,925Net income $101,125 $133,305 $100,375 $120,321Net income per limited partner unit: (a) Basic $1.18 $1.12 $1.12 $1.27Diluted $1.18 $1.12 $1.12 $1.26(a)Quarterly net income per limited partner unit amounts are stand-alone calculations and may not be additive to full-year amounts due torounding and changes in outstanding units. 86Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not Applicable. Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of management of the EQM General Partner, including the EQM General Partner’s PrincipalExecutive Officer and Principal Financial Officer, an evaluation of EQM’s disclosure controls and procedures (as defined in Rules 13a-15(e) under theSecurities Exchange Act of 1934, as amended (Exchange Act)), was conducted as of the end of the period covered by this report. Based on that evaluation,the Principal Executive Officer and Principal Financial Officer of the EQM General Partner concluded that EQM’s disclosure controls and procedures wereeffective as of the end of the period covered by this report. Changes in Internal Control over Financial Reporting There were no changes in internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) that occurredduring the fourth quarter of 2016 that have materially affected, or are reasonably likely to materially affect, EQM’s internal control over financial reporting. Management’s Report on Internal Control over Financial Reporting The management of the EQM General Partner is responsible for establishing and maintaining adequate internal control over financial reporting.EQM’s internal control system is designed to provide reasonable assurance to the management and Board of Directors of the EQM General Partner regardingthe reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accountingprinciples. All internal control systems, no matter how well designed, have inherent limitations. Accordingly, even effective controls can provide onlyreasonable assurance with respect to financial statement preparation and presentation. The management of the EQM General Partner assessed the effectiveness of EQM’s internal control over financial reporting as of December 31, 2016.In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) inInternal Control-Integrated Framework (2013). Based on this assessment, management concluded that EQM maintained effective internal control overfinancial reporting as of December 31, 2016. Ernst & Young LLP (Ernst & Young), the independent registered public accounting firm that audited EQM’s consolidated financial statements, hasissued an attestation report on EQM’s internal control over financial reporting. Ernst & Young’s attestation report on EQM’s internal control over financialreporting appears in Part II, Item 8 of this Annual Report on Form 10-K and is incorporated by reference herein.Item 9B. Other Information Not Applicable.87Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsPART IIIUnless the context otherwise requires, references to "EQT Midstream Partners" or "EQM" refer to EQT Midstream Partners, LP and its subsidiaries.EQM’s general partner, EQT Midstream Services, LLC (the EQM General Partner), is a direct wholly owned subsidiary of EQT GP Holdings, LP (EQGP),which is a subsidiary of EQT Corporation (EQT). EQT GP Services, LLC, which is an indirect wholly owned subsidiary of EQT, is the general partner ofEQGP (the EQGP General Partner). References to "EQT" refer to EQT Corporation and its consolidated subsidiaries, excluding EQM and the EQM GeneralPartner. Item 10. Directors, Executive Officers and Corporate Governance Directors and Executive Officers of EQM’s General Partner EQM is managed and operated by the directors and officers of the EQM General Partner. Through its ownership and control of the EQGP GeneralPartner, EQT appoints the directors of the EQM General Partner. Unitholders are not entitled to elect the directors of the EQM General Partner or directly orindirectly participate in EQM’s management or operations. The Board of Directors of the EQM General Partner (Board) has eight directors, of which threemembers are independent as defined under the independence standards established by the New York Stock Exchange (NYSE) and the Securities ExchangeAct of 1934, as amended (Exchange Act). The NYSE does not require a publicly traded limited partnership like EQM to have a majority of independentdirectors on the board of directors of its general partner or to establish a compensation or a nominating and corporate governance committee.Executive officers of the EQM General Partner manage the day-to-day affairs of EQM’s business and conduct EQM’s operations. All of the executiveofficers of the EQM General Partner are employees of EQT and devote such portion of their productive time to EQM’s business and affairs as is required tomanage and conduct EQM’s operations. Pursuant to the terms of the omnibus agreement among EQM, the EQM General Partner and EQT, EQM is required toreimburse EQT for (i) allocated expenses of personnel who perform services for EQM’s benefit, and (ii) allocated general and administrative expenses. Pleaseread Item 13, “Certain Relationships and Related Transactions, and Director Independence - Agreements with EQT - Omnibus Agreement.”The executive officers and directors of the EQM General Partner as of February 9, 2017 are as follows:Name Age Position with EQT Midstream Services, LLCJulian M. Bott 54 DirectorMichael A. Bryson 70 DirectorPhilip P. Conti 57 DirectorRandall L. Crawford 54 Executive Vice President and Chief Operating OfficerLewis B. Gardner 59 DirectorRobert J. McNally 46 Director, Senior Vice President and Chief Financial OfficerDavid L. Porges 59 Chairman, President and Chief Executive OfficerSteven T. Schlotterbeck 51 DirectorJimmi Sue Smith 44 Chief Accounting OfficerLara E. Washington 49 Director Mr. Bott was appointed as a director of the EQM General Partner in May 2012. Mr. Bott is currently the Executive Vice President and ChiefFinancial Officer of SandRidge Energy, Inc., a publicly traded oil and natural gas exploration and production company, and has held such position sinceAugust 2015. From December 2009 to August 2015, Mr. Bott served as the Chief Financial Officer of Texas American Resources Company, a privately heldoil and gas acquisition, exploration and production company. Prior to that, Mr. Bott held various senior energy industry focused positions within theinvestment banking and financial advisory industries.Mr. Bott has significant experience in energy company senior management, finance and corporate development. Mr. Bott is able to draw upon hisdiverse senior management and investment banking experience to provide guidance with respect to accounting matters, financial markets, financingtransactions and energy company operations.88Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsMr. Bryson was appointed as a director of the EQM General Partner in May 2012. Mr. Bryson retired in June 2008 as Executive Vice President ofThe Bank of New York Mellon Corporation, a financial services firm. He obtained such position in July 2007 following the merger of Mellon FinancialCorporation and The Bank of New York. Prior to the merger, Mr. Bryson served in various senior management positions over a 33-year career with MellonFinancial Corporation, including his service as Executive Vice President and Chief Financial Officer from December 2001 to June 2007.Mr. Bryson brings to the Board over three decades of management and financial experience, having served as Treasurer and Chief Financial Officerof a large publicly traded financial institution. In these roles, Mr. Bryson obtained a wealth of experience related to financial statement preparation, auditingand accounting matters, financial markets, financing transactions and investor relations.Mr. Conti was appointed as a director of the EQM General Partner in January 2012. Mr. Conti served as Senior Vice President and Chief FinancialOfficer of the EQM General Partner from January 2012 to March 21, 2016, following which he served as Senior Vice President, Special Projects and PrincipalFinancial Officer of the EQM General Partner until April 22, 2016. Mr. Conti served as a director and as Senior Vice President and Chief Financial Officer ofthe EQGP General Partner from January 2015 to March 21, 2016 and thereafter as Senior Vice President, Special Projects and Principal Financial Officer ofthe EQGP General Partner until April 22, 2016. Mr. Conti also served as the Senior Vice President and Chief Financial Officer of EQT from February 2007 toMarch 21, 2016, following which he served as Senior Vice President, Special Projects and Principal Financial Officer of EQT until April 22, 2016. He servedas Senior Vice President, Special Projects from April 23, 2016 until his retirement from EQT on January 2, 2017, at which time he commenced participation inEQT’s executive alternative work arrangement program.Mr. Conti brings significant energy industry management, finance and corporate development experience to the Board. Mr. Conti joined EQT in1996. During his career at EQT, Mr. Conti served in a number of finance, business planning and business development senior management positions. From1992 to 1996, Mr. Conti was Vice President in the natural resources department at The PNC Financial Services Group, Inc. (formerly PNC Bank Corporation).Prior to that, he was a banking officer in the energy and utilities department of Mellon Bank, N.A. (now part of The Bank of New York Mellon Corporation),and before that, senior production engineer at Tenneco Oil Company. Given his experience as Senior Vice President and Chief Financial Officer of EQT,Mr. Conti has a thorough understanding of EQM’s capital structure and financing requirements, enabling him to provide leadership to the Board in theseareas. Mr. Conti also brings valuable industry financial expertise from his prior role as an energy industry banker, including experience with capital marketstransactions.Mr. Crawford has served as Executive Vice President and Chief Operating Officer of the EQM General Partner since December 2013; and fromJanuary 2012 to December 2013, Mr. Crawford served as Executive Vice President. Mr. Crawford is currently the Senior Vice President and President,Midstream and Commercial of EQT and has held such position since December 2013. Mr. Crawford was Senior Vice President and President, Midstream,Commercial and Distribution of EQT from April 2010 to December 2013. Mr. Crawford also served as a director of the EQM General Partner from January2012 to January 2017. As previously disclosed in Form 8-Ks filed with the SEC by EQM and EQT on January 9, 2017, as amended on January 10, 2017, Mr.Crawford will step down as Executive Vice President and Chief Operating Officer of the EQM General Partner and as Senior Vice President and President,Midstream and Commercial of EQT, effective February 28, 2017. Mr. Gardner was appointed as a director of the EQM General Partner in January 2012. Mr. Gardner has served as a director of the EQGP GeneralPartner since January 2015. Mr. Gardner is currently the General Counsel and Vice President, External Affairs of EQT and has held such position since April2008. In his current role with EQT, Mr. Gardner oversees legal and external affairs, which includes the safety and environmental, governmental relationsand corporate communications functions. Prior to joining EQT in 2003, Mr. Gardner was a partner in the Houston and Austin, Texas offices of Brown,McCarroll & Oaks Hartline, general counsel to General Glass International Corp., a privately held glass manufacturing and trading company, and seniorcounsel, employment law with Northrop Grumman Corporation (formerly TRW, Inc.). Mr. Gardner's experiences enable him to provide insight to the Boardwith respect to legal and external affairs issues, along with providing valuable perspectives with respect to business management and corporate governanceissues.Mr. McNally was appointed as a director and as Senior Vice President and Chief Financial Officer of the EQM General Partner in March 2016. Mr.McNally has served as a director and as Senior Vice President and Chief Financial Officer of the EQGP General Partner and as Senior Vice President and ChiefFinancial Officer of EQT since March 2016. Mr. McNally served as Executive Vice President and Chief Financial Officer of Precision Drilling Corporation (apublicly traded drilling services company) from July 2010 to March 2016.89Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsMr. McNally brings deep energy industry management, finance and operational experience to the Board, having served as Executive Vice Presidentand Chief Financial Officer of Precision Drilling Corporation from July 2010 to March 2016. Mr. McNally also brings strong capital markets and mergers andacquisitions experience to the Board, having previously served as an investment banker with Simmons & Company International. Mr. McNally began hiscareer with Schlumberger Limited, working in operations and sales. Mr. McNally’s experiences enable him to provide insight to the Board with respect toaccounting matters, financial markets, financing transactions, mergers and acquisitions and energy company operations.Mr. Porges was appointed as Chairman of the Board and as President and Chief Executive Officer of the EQM General Partner in January 2012. Mr.Porges has served as the Chairman, President and Chief Executive Officer of the EQGP General Partner since January 2015. Mr. Porges is currently theChairman and Chief Executive Officer of EQT and has held such positions since December 2015. Mr. Porges was Chairman, President and Chief ExecutiveOfficer of EQT from May 2011 to December 2015. As previously disclosed in EQM's and EQGP's respective Form 8-Ks filed with the SEC on January 23,2017, Mr. Porges will cease to be President and Chief Executive Officer of the EQM and EQGP General Partners effective March 1, 2017. As previouslydisclosed in EQT's Form 8-K filed with the SEC on December 13, 2016, Mr. Porges will cease to be Chief Executive Officer of EQT effective March 1, 2017,at which time he will become Executive Chairman of EQT.Mr. Porges brings extensive business, leadership, management and financial experience, as well as tremendous knowledge of EQM’s operations,culture and industry, to the Board. Mr. Porges has served in a number of senior management positions with EQT since joining EQT as Senior Vice Presidentand Chief Financial Officer in 1998. He has also served as a member of EQT’s board since May 2002. Prior to joining EQT, Mr. Porges held various seniorpositions within the investment banking industry and also held several managerial positions with Exxon Corporation (now, Exxon Mobil Corporation, aninternational oil and gas company). Mr. Porges served on the board of directors of Westport Resources Corp. (an oil and natural gas production company thatis now part of Anadarko Petroleum Corporation) from April 2000 through 2004. Mr. Porges' strong financial and industry experience, along with hisunderstanding of EQM’s business operations and culture, enable Mr. Porges to provide unique and valuable perspectives on most issues facing EQM. Mr. Schlotterbeck was appointed as a director of the EQM General Partner in January 2017. Mr. Schlotterbeck has served as a director of the EQGPGeneral Partner since January 2015. As previously disclosed in EQM's and EQGP's respective Form 8-Ks filed with the SEC on January 23, 2017, Mr.Schlotterbeck will become President and Chief Executive Officer of the EQM and EQGP General Partners effective March 1, 2017. Mr. Schlotterbeck iscurrently the President and President, Exploration and Production of EQT and has held such position since December 2015. Mr. Schlotterbeck has also servedas a director of EQT since January 1, 2017. Mr. Schlotterbeck was Executive Vice President and President, Exploration and Production from December 2013to December 2015 and Senior Vice President and President, Exploration and Production from April 2010 to December 2013. As previously disclosed inEQT’s Form 8-K filed with the SEC on December 13, 2016, Mr. Schlotterbeck will become President and Chief Executive Officer of EQT effective March 1,2017. Mr. Schlotterbeck brings extensive business, senior management and natural gas industry experience to the Board, having held various seniormanagement and petroleum engineering positions within the energy industry over the past 28 years. Since 2008, Mr. Schlotterbeck has led EQT's productionbusiness. In his role, Mr. Schlotterbeck is responsible for, among other things, executing EQT's natural gas production growth strategy. Mr. Schlotterbeck'sextensive industry knowledge and senior management experience enables him to bring valuable perspectives regarding the natural gas industry and businessmanagement issues.Ms. Smith was appointed as Chief Accounting Officer of the EQM General Partner in September 2016. Ms. Smith has also served as the ChiefAccounting Officer of the EQGP General Partner and EQT since September 2016. Ms. Smith served as Vice President and Controller of EQT’s midstream andcommercial businesses from March 2013 to September 2016; as Vice President and Controller of EQT’s midstream business from January 2013 toMarch 2013; and as Vice President and Controller of EQT’s commercial group from September 2011 to January 2013.Ms. Washington was appointed as a director of the EQM General Partner in February 2013. Ms. Washington is currently President of the AlleghenyCounty Rehabilitation Corporation (AHRCO), a privately held residential property management company serving Western Pennsylvania. She obtained suchposition in May 2008. Ms. Washington joined AHRCO in 2001 as Vice President of Development. Prior to joining AHRCO, Ms. Washington was a seniorconsultant with PricewaterhouseCoopers, LLP.Ms. Washington’s service as President of a private company provides significant senior management, leadership and financial experience. Ms.Washington utilizes her broad business experience to provide valuable insights with respect to general business and management issues facing EQM. 90Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsMeetings of Non-Management Directors and Communications with Directors At least annually, the independent directors of the EQM General Partner meet in executive session without management participation orparticipation by non-independent directors. Mr. Bryson, as the Chairman of the Audit Committee, serves as the presiding director for such executive sessions.The presiding director may be contacted by mail or courier service c/o EQT Midstream Services, LLC, 625 Liberty Avenue, Suite 1700, Pittsburgh,Pennsylvania 15222, Attn: Presiding Director or by email at presidingdirector@eqtmidstreampartners.com. Committees of the Board of Directors The Board has two standing committees: an Audit Committee and a Conflicts Committee. The NYSE does not require a publicly traded limitedpartnership like EQM to have a majority of independent directors on the board of directors of its general partner or to establish a compensation or anominating and corporate governance committee. Audit Committee The EQM General Partner is required by the NYSE to have an Audit Committee of at least three members and all of the Audit Committee membersmust meet the independence and experience requirements established by the NYSE and the Exchange Act.The Audit Committee consists of Messrs. Bryson (Chairman) and Bott and Ms. Washington. Each member of the Audit Committee satisfies theindependence requirements established by the NYSE and the Exchange Act and is financially literate. Additionally, the Board has determined that eachmember of the Audit Committee qualifies as an “audit committee financial expert” as such term is defined under the Securities and Exchange Commission's(SEC’s) regulations. This designation is a disclosure requirement of the SEC related to each Audit Committee member’s experience and understanding withrespect to certain accounting and auditing matters. The designation does not impose upon the Audit Committee members any duties, obligations orliabilities that are greater than those generally imposed on them as members of the Audit Committee and the Board. As audit committee financial experts,each member of the Audit Committee also has the accounting or related financial management expertise required by the NYSE rules.The Audit Committee assists the Board in its oversight of the integrity of EQM’s financial statements and compliance with legal and regulatoryrequirements and corporate controls. The Audit Committee has the sole authority to retain and terminate EQM’s independent registered public accountingfirm, approve all auditing services and related fees and the terms thereof, and pre-approve any non-audit services to be rendered by EQM’s independentregistered public accounting firm. The Audit Committee is also responsible for confirming the independence and qualifications of EQM’s independentregistered public accounting firm.Conflicts Committee The Conflicts Committee consists of Messrs. Bott (Chairman) and Bryson and Ms. Washington. The Conflicts Committee, upon request by the EQMGeneral Partner, determines whether certain transactions, which may be deemed conflicts of interest, are in the best interests of EQM. EQM's partnershipagreement does not require that the EQM General Partner seek the approval of the Conflicts Committee for the resolution of any conflict. The members of theConflicts Committee may not be officers or employees of the EQM General Partner or directors, officers or employees of its affiliates, may not hold anownership interest in the EQM General Partner or its affiliates other than EQM common units or awards under any long-term incentive plan, equitycompensation plan or similar plan implemented by the EQM General Partner or EQM, and must meet the independence standards established by the NYSEand the Exchange Act to serve on the Audit Committee. Any matters approved by the Conflicts Committee in good faith will be deemed to be approved byall of EQM’s partners and not a breach by the EQM General Partner of any duties it may owe EQM or its unitholders. Any unitholder challenging any matterapproved by the Conflicts Committee will have the burden of proving that the members of the Conflicts Committee did not subjectively believe that thematter was in the best interests of EQM. Moreover, any acts taken or omitted to be taken in reliance upon the advice or opinions of experts such as legalcounsel, accountants, appraisers, management consultants and investment bankers, where the EQM General Partner (or any members of the Board includingany member of the Conflicts Committee) reasonably believes the advice or opinion to be within such person's professional or expert competence, shall beconclusively presumed to have been done or omitted in good faith.91Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsGovernance Principles EQM has adopted a code of business conduct and ethics applicable to all directors, officers, employees, and other personnel of EQM and itssubsidiaries, as well as EQM’s suppliers, vendors, agents, contractors and consultants. The code of business conduct and ethics, along with EQM’s corporategovernance guidelines and Audit Committee charter, are posted on EQM’s website, www.eqtmidstreampartners.com (accessible under the “Governance”caption of the “Investors” page), and a printed copy of any of these documents will be delivered free of charge on request by writing to the CorporateSecretary of the EQM General Partner by mail or courier service c/o EQT Midstream Services, LLC, 625 Liberty Avenue, Suite 1700, Pittsburgh,Pennsylvania 15222, Attn: Corporate Secretary. EQM intends to satisfy the disclosure requirement regarding certain amendments to, or waivers from,provisions of its code of business conduct and ethics by posting such information on EQM’s website.Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires that the directors and executive officers of the EQM General Partner and all persons who beneficiallyown more than 10% of EQM’s common units file initial reports of ownership and reports of changes in ownership of EQM’s common units with the SEC. Asa practical matter, EQM assists the directors and executive officers of the EQM General Partner by monitoring transactions and completing and filingSection 16 reports on their behalf. Based solely upon EQM’s review of copies of filings or written representations from the reporting persons, EQM believes that all reports for the executiveofficers and directors of the EQM General Partner and persons who beneficially own more than 10% of EQM’s common units that were required to be filedunder Section 16(a) of the Exchange Act in 2016 were filed on a timely basis.Item 11. Executive Compensation Compensation Discussion and AnalysisThis Compensation Discussion and Analysis (CD&A) contains statements regarding future EQT performance targets and goals. These targets andgoals are disclosed in the limited context of EQT’s compensation programs, may have been established one or more years ago, and should not be understoodto be statements of EQT’s expectations or estimates of future company results or other guidance. EQM specifically cautions investors not to apply thesestatements to other contexts.Definitions of terms that are used, but not defined, in the CD&A can be found in the “Narrative Disclosure to Summary Compensation Table and2016 Grants of Plan-Based Awards Table.” The “Narrative Disclosure to Summary Compensation Table and 2016 Grants of Plan-Based Awards Table” andthis CD&A contain references to EQT’s adjusted earnings before interest, taxes, depreciation and amortization, or “EBITDA”, a financial measure that has notbeen calculated in accordance with generally accepted accounting principles (GAAP), which is also referred to as a non-GAAP supplemental financialmeasure. Please see Appendix B to the proxy statement for EQT's 2017 annual meeting of shareholders (EQT’s 2017 Proxy Statement) for a reconciliation ofEQT’s 2016 and 2015 adjusted EBITDA to net income, the most directly comparable GAAP financial measure, as well as other important disclosuresregarding non-GAAP financial measures.EQM does not directly employ any of the persons responsible for managing its business. EQM is managed and operated by the directors and officersof the EQM General Partner. EQT employs and compensates all of the individuals who service EQM, including the executive officers of the EQM GeneralPartner, and these individuals devote such portion of their productive time to EQM’s business and affairs as is required to manage and conduct EQM’soperations. EQM reimburses EQT for compensation for the employees of EQT who provide services to EQM pursuant to an allocation agreed upon betweenEQT and EQM. Please read Item 13, “Certain Relationships and Related Transactions, and Director Independence - Agreements with EQT - OmnibusAgreement."In 2016, the officers of the EQM General Partner discussed below as our named executive officers are:•David L. Porges1, Chairman, President and Chief Executive Officer;•Robert J. McNally, Senior Vice President and Chief Financial Officer;•Randall L. Crawford2, Executive Vice President and Chief Operating Officer;•Jimmi Sue Smith, Chief Accounting Officer;•Philip P. Conti3, former Senior Vice President and Chief Financial Officer; and•Theresa Z. Bone4, former Vice President, Finance and Chief Accounting Officer.92Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents1 In October 2016, Mr. Porges advised the EQM General Partner, the EQGP General Partner and EQT that he would retire as Chief Executive Officer of each entity.Effective March 1, 2017, Mr. Schlotterbeck will become the Chief Executive Officer of each entity.2 In January 2017, Mr. Crawford advised the EQM General Partner and EQT that he would step down from his positions with the EQM General Partner and EQTeffective February 28, 2017, exercising the “good reason” termination provisions of his confidentiality, non-solicitation and non-competition agreement with EQT. Mr.Crawford ceased serving as a director of the EQM General Partner on January 17, 2017. Effective March 1, 2017, Mr. Crawford will no longer be employed by EQT.3 In August 2015, Mr. Conti, then Senior Vice President and Chief Financial Officer of the EQM General Partner, the EQGP General Partner and EQT, advised theentities that he intended to retire. His successor, Robert J. McNally, commenced employment with EQT on March 21, 2016, at which time Mr. Conti became Senior VicePresident, Special Projects and Principal Financial Officer of each of the three entities, having agreed to serve as Principal Financial Officer pending a transition period forMr. McNally. Mr. Conti relinquished the title and role of Principal Financial Officer for all three entities, and ceased service as an officer of the EQM General Partner, onApril 22, 2016.4In September 2016, Ms. Bone, then Vice President, Finance and Chief Accounting Officer of the EQM General Partner, the EQGP General Partner and EQT, advisedthe entities that she intended to step down from her positions effective September 9, 2016, exercising the “good reason” termination provisions of her confidentiality, non-solicitation and non-competition agreement with EQT. In order to facilitate a transition to her successor, Ms. Bone served as Vice President, Special Projects of EQT fromSeptember 10th through September 30th, commencing executive alternative work status on October 1, 2016. The executive officers of our general partner are (or were) also executive officers of EQT and, other than Mr. Crawford, the EQGP General Partner.Neither EQM nor the EQM General Partner has a compensation committee. All decisions as to the compensation of the executive officers of theEQM General Partner are made by the Management Development and Compensation Committee of the Board of Directors of EQT (the EQT MDCCommittee). Therefore, neither EQM nor the EQM General Partner have any policies or programs relating to compensation, and neither EQM nor the EQMGeneral Partner make decisions relating to such compensation, though from time to time the Board of Directors of the EQM General Partner does approveawards granted under the EQT Midstream Services, LLC 2012 Long-Term Incentive Plan. Typically, such awards are previously approved by the EQT MDCCommittee as part of the executive’s total EQT compensation. None of the executive officers of the EQM General Partner have employment agreements withthe EQM General Partner or EQM or are otherwise specifically compensated for their service as an executive officer of the EQM General Partner.A discussion of EQT’s compensation policies and programs as they apply to EQT’s named executive officers, including Messrs. Porges, McNally,Crawford and Conti, will be set forth in EQT’s 2017 Proxy Statement. Except as described in this Compensation Discussion and Analysis, those same policiesand programs also apply to Ms. Smith who is also an executive officer of EQT and applied to Ms. Bone who was also an executive officer of EQT.EQT’s 2017 Proxy Statement will also contain a discussion of the 2016 and 2017 compensation of Messrs. Porges, McNally, Crawford and Conti. Adiscussion of the 2016 compensation for Mses. Smith and Bone and of the 2017 compensation of Ms. Smith is set forth below and was provided by EQT.EQT’s 2017 Proxy Statement will be available upon its filing on the SEC’s website at www.sec.gov and on EQT’s website at www.eqt.com byclicking on the “Investors” link on the main page followed by the “SEC Filings” link. EQT’s 2017 Proxy Statement will also be available free of charge uponrequest by a unitholder to the Corporate Secretary of the EQM General Partner by mail or courier service c/o EQT Midstream Services, LLC, 625 LibertyAvenue, Suite 1700, Pittsburgh, Pennsylvania 15222, Attn: Corporate Secretary.Components of the Compensation ProgramThe following describes each element of EQT’s executive compensation arrangements with Mses. Smith and Bone.Base SalaryMs. Smith’s 2016 base salary was increased to $242,250 in September in connection with her election as Chief Accounting Officer of the EQMGeneral Partner, the EQGP General Partner and EQT. Following her promotion, Ms. Smith’s salary was slightly below the market median of a 2016 generalindustry group of companies identified on Exhibit 99.1 hereto93Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents(the 2016 General Industry Peer Group) in light of her relative level of experience in her new position. In 2017, Ms. Smith’s base salary is $242,250. Thisamount is slightly below the market median of a 2017 general industry group of companies identified on Exhibit 99.2 hereto (the 2017 General Industry PeerGroup) in light of her relative level of experience in her new position. In 2016, Ms. Bone’s base salary was $300,000, which approximated the market median of the 2016 General Industry Peer Group.Annual IncentiveGenerally, executive officers of EQT participate in the EQT Corporation Executive Short-Term Incentive Plan (the EQT Executive STIP). For 2016,Ms. Smith participated in EQT Corporation’s Short-Term Incentive Plan (the EQT Regular STIP) because she was not an executive officer at the beginning ofthe year. Ms. Smith is the only named executive officer who participated in the EQT Regular STIP. Under the headquarters portion of the EQT Regular STIP,a formula based on adjusted 2016 EQT EBITDA compared to EQT’s business plan establishes 60% of the incentive pool as follows:ADJUSTED 2016 EQT EBITDACOMPARED TOBUSINESS PLAN PAYOUT MULTIPLE*More than 10% above plan EQT MDC Committee Discretion10% above plan 2.005% above plan 1.25At plan 1.005% below plan 0.50More than 5% below plan No payment Business unit value drivers (operational, strategic and financial goals) establish the remaining 40% of the incentive pool available for payouts as follows:BUSINESS UNIT VALUE DRIVER RESULTS PAYOUT MULTIPLE*Stretch 3.00Exceeds 2.00Successful 1.00Fails to meet expectations No payment*Payout multiples are interpolated between levels depending upon performance.Adjusted 2016 EQT EBITDA was calculated consistent with all GAAP line items using a constant commodity price of $2.71 per Mcfe, excluding theeffects of acquisitions and dispositions of greater than $100 million and such extraordinary items as may be approved by the EQT MDC Committee. The EQTMDC Committee held the commodity price constant to avoid the undue positive or negative effect of commodity prices which are beyond the control of planparticipants and may be volatile. In order to hold the commodity price constant, the EQT MDC Committee adjusts actual results for, among other things,derivatives, basis and fixed price sales and price-driven impairments. The EQT MDC Committee believed that the exclusion of acquisitions and dispositionsof over $100 million from the calculation of adjusted 2016 EQT EBITDA would encourage named executive officers to pursue monetization transactions tofurther EQT’s strategic plan to accelerate development of EQT’s Marcellus and Utica Shale assets. In establishing adjusted 2016 EQT EBITDA for theheadquarters pool of the EQT Regular STIP, the EQT MDC Committee calculated adjusted 2016 EQT EBITDA as set forth in EQT's 2017 Proxy Statementand also considered the impact of the following extraordinary items totaling $75.6 million: the impairment of a gathering system ($59.7 million), a legalsettlement ($12.2 million), the resolution of a severance tax audit ($6.0 million) and the costs of the consolidation of EQT’s Kentucky operations ($5.7million) offset by a gain on the sale of an asset ($8.0 million). Before or at the start of each year, the EQT Corporate Director, Compensation and Benefits, in consultation with the appropriate functional officerestablishes each participant’s incentive target under the headquarters portion of the EQT Regular STIP and each participant has specific individualperformance goals. Ms. Smith’s target award under the EQT Regular STIP was adjusted to $102,360 following her promotion in September, reflecting themarket median for her position after promotion.94Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsThe EQT Regular STIP provides that the annual awards will be paid in cash, subject to the EQT MDC Committee and the EQT board chairman’sdiscretion to pay in equity. The EQT board chairman may settle awards in equity rather than cash only when a participant has not satisfied the applicableequity ownership guidelines. Adjusted 2016 EQT EBITDA (including the referenced extraordinary items) of $1,466 million exceeded EQT’s business plan by approximately 7%.The EQT MDC Committee determined Ms. Smith’s award by considering her performance on EQT, business unit and individual value drivers in her role asVice President and Controller of EQT’s midstream commercial businesses; her strong oversight for accounting disclosure and control systems as evidencedby the lack of significant internal control or financial reporting deficiencies in her current role as Chief Accounting Officer for EQT; and her support forvarious acquisitions and financial transactions in both her previous role and her current role. See the Summary Compensation Table below for the amountawarded to Ms. Smith.For the 2017 plan year, Ms. Smith will participate in the EQT Executive STIP, which will be described in EQT’s 2017 Proxy Statement. Ms. Smith’s2017 target award is the same as her 2016 target award because the market has not changed for her position.Ms. Bone forfeited her annual incentive award under the EQT Executive STIP for 2016.Long-Term Incentives2016 Long-Term Incentive Awards (2016 EQT Stock Options, 2016 Incentive PSU Program and 2016 VDPSU Program)Following analysis of EQT’s long-term incentive programs, and with input from its independent compensation consultant, the EQT MDCCommittee designed a long-term incentive compensation program for Mses. Smith and Bone for 2016 that included 2016 EQT stock options andperformance units under the EQT Corporation 2016 Incentive Performance Share Unit Program (the 2016 Incentive PSU Program) and the EQT Corporation2016 Value Driver Performance Share Unit Program (the 2016 VDPSU Program):TYPE OF AWARDAPPROXIMATE PERCENT OFAWARDED VALUERATIONALESmithBone2016 EQT StockOptionsN/A25%Stock options encourage executives to focus broadly on behaviors that should lead to a sustained long-termincrease in the price of EQT stock, which benefits all EQT shareholders.2016 Incentive PSUProgram50%75%The 2016 Incentive PSU Program performance units drive long-term value directly related to EQT stockperformance but allow for the delivery of some value, assuming relative performance, even if EQT’s stock pricedeclines. Performance units have stronger retention value than options but less leverage in a rising stock priceenvironment.2016 VDPSU Program50%N/AThe 2016 VDPSU Program focuses individual performance on activities aligned with EQT’s business plan andon EQT, business unit and individual value drivers, which activities are critical to EQT’s long-term success. The allocation of value among performance-based awards was largely driven by the EQT MDC Committee’s philosophy of weighting compensationpackages in favor of performance-based compensation and by market comparison. Ms. Smith’s target award of 1,000 2016 Incentive PSU Program units and1,000 2016 VDPSU Program units was at the median of market for her position on January 1, 2016. The EQT MDC Committee approved an award to Ms.Smith of 2,500 three-year cliff vested EQT restricted units in connection with her promotion to Chief Accounting Officer of the EQM General Partner, theEQGP General Partner and EQT in order to bring her total 2016 long-term incentive award to the market median of the 2016 General Industry Peer Group forher new position. Ms. Bone’s target award of 5,700 EQT stock options and 5,060 2016 Incentive PSU Program units was at the market median of the 2016General Industry Peer Group.The 2016 EQT stock options and the 2016 Incentive PSU Program will be described in EQT’s 2017 Proxy Statement.The performance measure for the 2016 VDPSU Program was also adjusted 2016 EQT EBITDA compared to EQT’s business plan. Adjusted 2016EQT EBITDA was calculated consistent with the EQT Regular STIP, except that the EQT MDC Committee may not consider extraordinary items.95Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsAccording to plan design, if adjusted 2016 EQT EBITDA had been less than EQT’s business plan, then the performance multiplier would have been0%. If adjusted 2016 EQT EBITDA equaled or exceeded EQT’s business plan, then the performance multiplier would have been 300%, subject to thediscretion of the EQT MDC Committee to determine that a lower performance multiplier shall apply. For similar programs, the EQT MDC Committee hashistorically exercised such downward discretion based on consideration of an individual’s target award and performance on EQT, business unit andindividual value drivers. Although denominated in EQT share units, the EQT MDC Committee determined that the 2016 VDPSU Program units, if earned,would be distributed in cash (subject to the EQT MDC Committee’s discretion to pay in EQT common stock) after consideration of EQT’s overall cash needsand the availability of EQT, EQM and EQGP equity under approved plans.Adjusted 2016 EQT EBITDA (excluding extraordinary items) was $1,391 million, which satisfied the threshold performance goal by exceeding EQTbusiness plan EBITDA by approximately 2% and allowed the EQT MDC Committee to award performance units equal to 300% of Ms. Smith’s target award.Consistent with plan design, in exercising its downward discretion, the EQT MDC Committee considered Ms. Smith’s target award and her performance onEQT, business unit and individual value drivers (see discussion above under “Components of the Compensation Program - Annual Incentive” for discussionof Ms. Smith’s performance) but focused to a greater degree on value drivers having a longer-term impact on EQT. After considering these factors, the EQTMDC Committee confirmed an award equal to 2.86x Ms. Smith's target award. Adjusted 2016 EQT EBITDA along with a reconciliation thereof will be setforth in EQT's 2017 Proxy Statement.Upon determination of the award by the EQT MDC Committee, the number of 2016 VDPSU Program units became fixed, fifty percent of theconfirmed awards (including accrued dividends) are expected to vest and be settled in cash in the first quarter of 2017, and the balance (including accrueddividends) is expected to vest and be settled in the same manner in the first quarter of 2018, contingent upon continued service with EQT.Long-Term Incentive Awards extending through and beyond 2016During 2016, in addition to the awards described above, Ms. Smith held unvested awards under:•the EQT Corporation 2014 Executive Performance Incentive Program (the 2014 Incentive PSU Program);•the EQT Corporation 2015 Executive Performance Incentive Program (the 2015 Incentive PSU Program); and•the EQT Corporation 2015 Value Driver Award Program (the 2015 VDPSU);and Ms. Bone held unvested awards under:•the 2014 Incentive PSU Program;•the 2015 Incentive PSU Program; and•three-year cliff vested options with a ten-year term granted on January 1, 2015;for which the relevant performance or service periods had not yet been completed or, in the case of Ms. Bone's options, that vested during the year.In early 2016, the remaining fifty percent of (a) the EQT Corporation 2014 Value Driver Award Program was settled in cash and (b) the EQT MidstreamPartners, LP 2014 Value Driver Award Program was settled in EQM units. Also in early 2016, the EQT MDC Committee certified the relevant performanceand authorized payouts of:•the EQT Corporation 2013 Executive Performance Incentive Program in EQT common stock;•the EQT Midstream Partners, LP Total Return Program in EQM common units;•fifty percent of the performance awards under the 2015 VDPSU in EQT common stock; and•the EQT restricted stock units awarded in connection with the sale of Equitable Gas Company, LLC in EQT common stock.Please refer to the “Narrative Disclosure to Summary Compensation Table and 2016 Grants of Plan-Based Awards Table” to be included in EQT’s2017 Proxy Statement for a description of the terms of the 2014 Incentive PSU Program, the 2015 Incentive PSU Program and the 2015 options.2017 Long-Term Incentive Awards (2017 EQT Restricted Stock Units, 2017 VDPSU Program and 2017 Incentive PSU Program)Following analysis of EQT’s long-term incentive programs, and with input from its independent compensation consultant, the EQT MDCCommittee designed a long-term incentive compensation program for Ms. Smith for 2017 that included 2017 EQT restricted share units and performanceunits under the EQT Corporation 2017 Incentive Performance Share96Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUnit Program (the 2017 Incentive PSU Program) and the EQT Corporation 2017 Value Driver Performance Share Unit Program (the 2017 VDPSU Program):TYPE OF AWARDAPPROXIMATE PERCENT OFAWARDED VALUERATIONALE2017 EQT Restricted ShareUnits25%EQT restricted stock awards are a strong retention tool for executives, though not as focused on drivingperformance than performance units.2017 Incentive PSU Program25%The 2017 Incentive PSU Program performance units drive long-term value directly related to EQT stockperformance but allow for the delivery of some value, assuming relative performance, even if EQT’s stockprice declines.2017 VDPSU Program50%The 2017 VDPSU Program focuses individual performance on activities aligned with EQT’s business planand on EQT, business unit and individual value drivers, which activities are critical to EQT’s long-termsuccess. The EQT restricted stock unit award element is new for 2017, and reflects the EQT MDC Committee’s acknowledgment that market data continuedto show strong usage of restricted stock and units as a retention tool by members of the 2017 General Industry Group. The allocation of the 2017 long-termincentive program among the performance unit programs and the restricted units reflects the EQT MDC Committee’s desire to incorporate this new retentiontool while continuing the EQT MDC Committee’s historic emphasis on performance-based incentive compensation. Ms. Smith’s long-term incentive awardconsisted of 1,440 EQT restricted stock units, 1,440 performance units under the 2017 Incentive PSU Program and 2,870 performance units under the 2017VDPSU Program. This award approximated the 70th percentile of the 2017 General Industry Peer Group, after considering the scope of Ms. Smith’sresponsibilities and the recommendations of EQT’s Chief Executive Officer.Although each is denominated in EQT shares, the EQT MDC Committee structured each of the 2017 programs in which Ms. Smith participates topayout, if earned, in cash after consideration of EQT’s overall cash needs and the availability of EQT, EQM and EQGP equity under approved plans.The 2017 EQT restricted stock units vest on January 1, 2020, contingent upon continued service with EQT on such date.The 2017 VDPSU Program is structured substantially consistent with the 2016 VDPSU Program, except that adjusted 2017 EQT EBITDA is theperformance metric, and the individual’s 2017 target award and performance on 2017 individual, business unit and company value drivers will be theprimary modifiers utilized by the EQT MDC Committee to determine an executive’s award, assuming a payment is permitted by the program.The 2017 Incentive PSU Program will be described in EQT’s 2017 Proxy Statement.Other BenefitsHealth and Welfare BenefitsThe named executive officers participate in the same health and welfare benefit plans offered to other EQT employees, including medical,prescription drug, dental, vision, short- and long-term disability, and the wellness and employee assistance programs. The same contribution amounts,deductibles and plan design provisions are generally applicable to all employees. EQT also facilitates an executive physical benefit for each namedexecutive officer which includes preferred access to healthcare professionals and related services for each named executive officer and, in the case of Messrs.Porges, McNally, Crawford and Conti, their spouses.Retirement ProgramsThe named executive officers participate in the same defined contribution 401(k) plan as other EQT employees. EQT has historically contributed anamount equal to 6% of each participant’s base salary to an individual investment account for the employee, subject to applicable tax regulations. Inaddition, EQT matches a participant’s elective contribution by contributing to the participant’s individual investment account an amount equal to 50% ofeach dollar contributed by the employee, subject to a maximum EQT contribution of 3% of the employee’s base salary and to applicable tax regulations.Once EQT contributions for Messrs. Porges, McNally, Crawford and Conti reach the maximum level permitted under the 401(k) plan, EQTcontributions are continued on an after-tax basis through a retirement annuity product offered by Fidelity97Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsInvestments Life Insurance Co. Under this program, EQT also contributes to the annuity an amount equal to 11% of each named executive officer’s annualincentive award. Because Mr. McNally did not receive a 2015 annual incentive award, he did not receive the 11% contribution in 2016. The after-tax annuityprogram contains no vesting requirements.EQT currently has no defined benefit retirement plan, supplemental executive retirement plan (SERP) or deferred compensation obligations to anyemployee. PerquisitesConsistent with its philosophy of pay for performance, EQT provides modest perquisites to the named executive officers that, in number and value,are below median competitive levels for the applicable peer group. Perquisites offered to each named executive officer include the following: a country cluband a dining club membership, executive physical, financial planning, life insurance and accidental death and disability insurance (both of which exceed thelevel of insurance provided to other employees), and de minimis personal usage of EQT-purchased event tickets. The named executive officers also receive acar allowance (Ms. Smith excepted) and parking (Mr. McNally excepted). Messrs. Porges and Crawford are the beneficiaries of a travel security insurancepolicy.See footnote (6) to the Summary Compensation Table below for a discussion and breakdown of the perquisites provided to the named executiveofficers in 2016.Agreements with Named Executive OfficersThe EQT MDC Committee believes that severance protections can play a valuable role in attracting, motivating and retaining highly talentedexecutives. Accordingly, EQT provides such protections for its executive officers. The agreements with Messrs. Porges, McNally, Crawford and Conti will bedescribed in detail in EQT’s 2017 Proxy Statement. The agreements with Mses. Smith and Bone are described below under the caption “Potential PaymentsUpon Termination or Change of Control.”Importantly, the executive agreements include covenants not to compete with, or solicit employees, customers, potential customers, vendors orindependent contractors from, EQT (including EQM and EQGP) for a specified period of time and to maintain the confidentiality of EQT (including EQMand EQGP) information for as long as the information is confidential. The EQT MDC Committee believes that these covenants are extremely valuable toEQT (including EQM and EQGP).In conjunction with Ms. Bone’s termination of employment for “good reason” under her confidentiality, non-solicitation and non-competitionagreement, the EQT MDC Committee approved a transition agreement and general release that set forth Ms. Bone’s compensation and responsibilities duringthe transition to Ms. Smith as the new Chief Accounting Officer for the EQM General Partner, the EQGP General Partner and EQT and provided that Ms. Bonewould be entitled to enter executive alternative work arrangement status following cessation of full time employment with EQT. The executive alternativework arrangement is described in EQT’s 2017 Proxy Statement. See “Potential Payments Upon Termination or Change of Control” below for more detailregarding Ms. Bone’s benefits. The EQT MDC Committee also approved the terms of a transition agreement and general release with Mr. Crawford in connection with histermination of employment for “good reason” under his confidentiality, non-solicitation and non-competition agreement. The transition agreementestablished Mr. Crawford’s last day of service to the EQM General Partner and EQT, confirmed Mr. Crawford’s continued participation in the 2016 plan yearof the EQT Executive STIP, provided that Mr. Crawford would be entitled to additional compensation of $400,000 following his termination of employment,and generally confirmed the other benefits Mr. Crawford was entitled to, and obligations Mr. Crawford was subject to, under his confidentiality, non-solicitation and non-competition agreement (which agreement is described in EQT’s 2017 Proxy Statement). Other InformationThe actual fixed and performance-based components of the compensation packages, as a percentage of actual total direct compensation (base salaryand annual and long-term incentives), for 2016 as reported in the Summary Compensation Table were: 29% and 71%, respectively, for Ms. Smith and 36%and 64%, respectively, for Ms. Bone. Prior to becoming an executive officer in September 2016, Ms. Smith was required to maintain qualifying equityholdings equal to her base salary. Upon becoming an executive officer, Ms. Smith’s equity holdings requirement, which she will be given a reasonableamount of time to achieve, increased to three times her base salary. At December 31, 2016, Ms. Smith held qualifying holdings equal to98Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents2.3 times her base salary. At December 31, 2016, Ms. Bone was required to maintain qualifying equity holdings equal to 1.5 times her last base salary and sheheld qualifying holdings equal to 8.3 times her last base salary. Qualifying equity holdings include EQT stock, EQM units and EQGP units owned directly,EQT shares held in EQT’s 401(k) plan, time-based restricted stock and units, and performance-based awards for which only a service condition remains but donot include other performance-based awards or options.Compensation Committee ReportNeither we nor our general partner has a compensation committee. The board of directors of our general partner has reviewed and discussed theCompensation Discussion and Analysis set forth above and based on this review and discussion has approved it for inclusion in this Form 10-K.The board of directors of EQT Midstream Services, LLC includes:David L. PorgesJulian M. BottMichael A. BrysonPhilip P. ContiLewis B. GardnerRobert J. McNallySteven T. SchlotterbeckLara E. WashingtonCompensation Tables The Summary Compensation Table below reflects the total compensation of the principal executive officer, the principal financial officer (includingPhilip P. Conti who was the principal financial officer through April 22, 2016 and Robert J. McNally who was the principal financial officer for the balance ofthe year), the two other executive officers of the EQM General Partner who were serving as executive officers at the end of 2016 and Theresa Z. Bone who wasVice President, Finance and Chief Accounting Officer until September 9, 2016 (the named executive officers) for services rendered to all EQT-related entities,including EQM, the EQM General Partner, EQGP, the EQGP General Partner and EQT. The compensation information set forth in this Item 11, “ExecutiveCompensation,” was provided by EQT.99Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsSummary Compensation Table NAME AND PRINCIPALPOSITIONYEARSALARYBONUSSTOCKAWARDSOPTIONAWARDSNON-EQUITYINCENTIVE PLANCOMPENSATIONALL OTHERCOMPENSATIONTOTAL ($) (1)($) (2)($) (3)($) (4)($) (5)($) (6)($)David L. PorgesPresident and ChiefExecutive Officer2016850,000—4,926,4681,133,1182,500,000369,0629,778,6482015850,0001,000,0006,690,0251,072,6102,100,000393,61312,106,2482014850,000—4,169,6441,059,1002,275,000400,1568,753,900Robert J. McNally SeniorVice President and ChiefFinancial Officer2016323,550500,0003,008,725692,265660,00053,8375,238,377 Randall L. CrawfordExecutive Vice President andChief Operating Officer2016463,501—1,524,254350,658940,000217,0213,495,4342015460,905500,0002,936,499471,630900,000200,4575,469,4912014448,461—2,150,834547,350962,500204,5584,313,703Jimmi Sue Smith ChiefAccounting Officer2016214,298—299,280—230,00029,969773,547 Philip P. Conti FormerSenior Vice President andChief Financial Officer2016431,400———115,000178,645725,0452015426,516500,0002,517,402403,970780,000183,8814,811,7692014404,846—1,843,334469,475840,000178,0223,735,677Theresa Z. Bone FormerVice President, Finance andChief Accounting Officer2016247,717—357,23682,593—1,440,2442,127,7902015297,116100,0001,069,614173,130255,00063,7791,958,6392014285,000—1,026,173—275,00059,4811,645,654(1) Each named executive officer’s annual base salary is paid over 26 equal pay periods each year. (2) Amounts for 2015 in this column reflect the total amount of each named executive officer’s bonus award in connection with the initial public offering of common units ofEQGP. See “2015 Special Award” under the caption “Narrative Disclosure to Summary Compensation Table and 2016 Grants of Plan-Based Awards Table” below forfurther discussion of the 2015 Special Award. With respect to Mr. McNally, this column reflects the cash portion of his signing bonus. See “McNally’s Signing Bonus - EQTRestricted Share Award and Cash” under the caption “Narrative Disclosure to Summary Compensation Table and 2016 Grants of Plan-Based Awards Table” below forfurther discussion of Mr. McNally’s signing bonus.(3) This column reflects the aggregate grant date fair values determined in accordance with FASB ASC Topic 718 for (i) performance units granted in the applicable year under the2014 Incentive PSU Program, the 2015 Incentive PSU Program and the 2016 Incentive PSU Program, (ii) in the case of Mr. McNally, the restricted share portion of hissigning bonus, and (iii) in the case of Ms. Smith, her restricted share award and the 2016 VDPSU Program, in each case using the assumptions described below. Each of theforegoing awards is described under the caption “Narrative Disclosure to Summary Compensation Table and 2016 Grants of Plan-Based Awards Table” below. Pursuant toSEC rules, the amounts shown in the Summary Compensation Table for awards subject to performance conditions are based on the probable outcome as of the date of grantand exclude the impact of estimated forfeitures.The 2014 Incentive PSU Program is a three-year program that provides EQT stock-based awards. Each individual listed above who was a named executive officer on January1, 2014 was granted an award under the 2014 Incentive PSU Program on January 1, 2014. The vesting and payment of the awards is expected to occur in the first quarter of2017. The performance period for the 2014 Incentive PSU Program was January 1, 2014 through December 31, 2016. The grant date fair values of the awards were:$4,169,644 for Mr. Porges; $2,150,834 for Mr. Crawford; $1,843,334 for Mr. Conti; and $494,675 for Ms. Bone. The grant date fair values were computed by multiplyingthe number of units awarded to each named executive officer (24,950 for Mr. Porges; 12,870 for Mr. Crawford; 11,030 for Mr. Conti; and 2,960 for Ms. Bone) by $167.12,the grant date fair value of each unit calculated using a Monte Carlo pricing model with the following assumptions: (i) risk-free rate of return: 0.78%; (ii) dividend yield:0.46%; (iii) volatility: 31.38%; and (iv) term: three years. Assuming, instead, that the highest level of performance conditions would be achieved, the grant date fair values ofthese awards would have been: $5,241,247 for Mr. Porges; $2,703,601 for Mr. Crawford; $2,317,072 for Mr. Conti; and $621,807 for Ms. Bone.The 2015 Incentive PSU Program is a three-year program that provides EQT stock-based awards. Each individual listed above who was a named executive officer on January1, 2015 was granted an award under the 2015 Incentive PSU Program on January 1, 2015. The performance period for the 2015 Incentive PSU Program is January 1, 2015through December 31, 2017. The grant date fair values of the awards were: $6,690,025 for Mr. Porges; $2,936,499 for Mr. Crawford; $2,517,402 for Mr. Conti; and$1,069,614 for Ms. Bone.100Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsThe grant date fair values were computed by multiplying the number of units awarded to each named executive officer (47,410 for Mr. Porges; 20,810 for Mr. Crawford;17,840 for Mr. Conti; and 7,580 for Ms. Bone) by $141.11, the grant date fair value of each unit calculated using a Monte Carlo pricing model with the followingassumptions: (i) risk-free rate of return: 1.10%; (ii) dividend yield: 0.53%; (iii) volatility: 27.45%; and (iv) term: three years. Assuming, instead, that the highest level ofperformance conditions would be achieved, the grant date fair values of these awards would have been: $8,406,267 for Mr. Porges; $3,689,821 for Mr. Crawford; $3,163,210for Mr. Conti; and $1,344,010 for Ms. Bone.The 2016 Incentive PSU Program is a three-year program that provides EQT stock-based awards. Each named executive officer was granted an award under the 2016Incentive PSU Program on January 1, 2016, with the exception of Mr. Conti who retired as Senior Vice President and Chief Financial Officer and therefore did not receivelong-term incentive awards and Mr. McNally who was granted an award on March 21, 2016 upon his commencement of employment. The performance period for the 2016Incentive PSU Program is January 1, 2016 through December 31, 2018. The grant date fair values of the awards were: $4,926,468 for Mr. Porges; $2,508,418 for Mr.McNally; $1,524,254 for Mr. Crawford; $70,600 for Ms. Smith; and $357,236 for Ms. Bone. The grant date fair values were computed by multiplying the number of unitsawarded to each named executive officer (69,780 for Mr. Porges; 35,530 for Mr. McNally; 21,590 for Mr. Crawford; 1,000 for Ms. Smith; and 5,060 for Ms. Bone) by$70.60, the grant date fair value of each unit calculated using a Monte Carlo pricing model with the following assumptions: (i) risk-free rate of return: 1.31%; (ii) dividendyield: 0%; (iii) volatility: 28.43%; and (iv) term: three years. Assuming, instead, that the highest level of performance conditions would be achieved, the grant date fair valuesof these awards would have been: $8,436,402 for Mr. Porges; $4,295,577 for Mr. McNally; $2,610,231 for Mr. Crawford; $120,900 Ms. Smith; and $611,754 Ms. Bone.The 2016 VDPSU Program is a two-year program that provides EQT stock-based awards. Ms. Smith was granted an award under the 2016 VDPSU Program on January 1,2016. No other named executive officer participates in the 2016 VDPSU Program. Fifty percent of the confirmed performance awards under the 2016 VDPSU Program areexpected to vest and be paid out in cash in the first quarter of 2017, and the remainder of the confirmed performance awards are expected to vest and be paid out in cash in thefirst quarter of 2018. The performance period for the 2016 VDPSU Program was January 1, 2016 through December 31, 2016. The grant date fair value of the award was$52,130. The grant date fair value was computed by multiplying (i) the number of target units awarded to Ms. Smith (1,000) by (ii) $52.13, the closing stock price of EQT’scommon stock on the date prior to the date of grant, by (iii) 1, the assumed performance multiple. Assuming, instead, that the highest level of performance conditions would beachieved, the grant date fair value of this award would have been $156,390.Mr. McNally was granted 7,900 restricted EQT shares on March 21, 2016 (the McNally EQT Restricted Share Award). The restricted shares are expected to vest upon theone-year anniversary of the grant date, contingent upon continued service upon such date. The grant date fair value of the award was $500,307. The grant date fair value wascomputed as the sum of the number of restricted shares awarded on the grant date, multiplied by the closing per share price of EQT common stock on the grant date, whichclosing price was $63.33 per share on March 21, 2016.Ms. Smith was granted 2,500 restricted EQT shares on September 14, 2016 (the Smith EQT Restricted Share Award). The restricted shares are expected to vest on the three-year anniversary of the grant date, contingent upon continued service upon such date. The grant date fair value of the award was $176,550. The grant date fair value wascomputed as the sum of the number of restricted shares awarded on the grant date, multiplied by the closing per share price of EQT common stock on the grant date, whichclosing price was $70.62 per share on September 14, 2016.See “Narrative Disclosure to Summary Compensation Table and 2016 Grants of Plan-Based Awards Table” below for further discussion of the 2014 Incentive PSU Program,the 2015 Incentive PSU Program, the 2016 Incentive PSU Program, the 2016 VDPSU Program, the McNally EQT Restricted Share Award and the Smith EQT RestrictedShare Award. (4) This column reflects the grant date fair values of EQT stock option awards granted on January 1, 2014, January 1, 2015, January 1, 2016 and March 21, 2016.The grant date fair values of the 2014 EQT stock option awards were calculated by multiplying the number of shares underlying options awarded to the applicable namedexecutive officer (47,600 for Mr. Porges; 24,600 for Mr. Crawford; and 21,100 for Mr. Conti) by $22.25, the grant date fair value of each option calculated using a Black-Scholes option pricing model with the following assumptions: (i) risk-free rate of return: 1.72%; (ii) dividend yield: 0.15%; (iii) volatility factor: 24.80%; and (iv) expectedterm: five years.The grant date fair values of the 2015 EQT stock option awards were calculated by multiplying the number of shares underlying options awarded to the applicable namedexecutive officer (53,900 for Mr. Porges; 23,700 for Mr. Crawford; 20,300 for Mr. Conti; and 8,700 for Ms. Bone) by $19.90, the grant date fair value of each optioncalculated using a Black-Scholes option pricing model with the following assumptions: (i) risk-free rate of return: 1.61%; (ii) dividend yield: 0.12%; (iii) volatility factor:26.80%; and (iv) expected term: five years.The grant date fair values of the 2016 EQT stock option awards (other than Mr. McNally’s) were calculated by multiplying the number of shares underlying options awardedto each named executive officer (78,200 for Mr. Porges; 24,200 for Mr. Crawford; and 5,700 for Ms. Bone) by $14.49, the grant date fair value of each option calculatedusing a Black-Scholes option pricing model with the following assumptions: (i) risk-free rate of return: 1.73%; (ii) dividend yield: 0.16%; (iii) volatility factor: 28.52%; and(iv) expected term: five years. The grant date fair value of the 2016 EQT option awards granted to Mr. McNally was calculated by multiplying the number of101Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsshares underlying options awarded to Mr. McNally (39,900) by $17.35, the grant date fair value of each option calculated using a Black-Scholes option pricing model with thefollowing assumptions: (i) risk-free rate of return: 1.38%; (ii) dividend yield: 0.17%; (iii) volatility factor: 28.90%; and (iv) expected term: five years.See “Option Awards - EQT 2014 Options,” “Option Awards - EQT 2015 Options” and “Option Awards - EQT 2016 Options” under the caption “Narrative Disclosure toSummary Compensation Table and 2016 Grants of Plan-Based Awards Table” below for further discussion of the EQT 2014, 2015 and 2016 options. (5) This column reflects the dollar value of annual incentive compensation earned under the EQT Executive STIP for Messrs. Porges, McNally, Crawford and Conti and the EQTRegular STIP for Ms. Smith (each plan as defined and described under the caption “Narrative Disclosure to Summary Compensation Table and 2016 Grants of Plan-BasedAwards Table” below) for the applicable plan year. The awards were paid to the named executive officers in cash in the first quarter of the following year. See “Non-EquityIncentive Plan Compensation - EQT Executive STIP” and “Non-Equity Incentive Plan Compensation - EQT Regular STIP” under the caption “Narrative Disclosure toSummary Compensation Table and 2016 Grants of Plan-Based Awards Table” below for further discussion of the EQT Executive STIP and EQT Regular STIP for the 2016plan year.(6) This column includes the dollar value of premiums paid by EQT for group life, accidental death and dismemberment insurance, EQT’s contributions to the 401(k) plan and the2006 Payroll Deduction and Contribution Program and perquisites. For 2016, these amounts were as follows: INSURANCE 401(K)CONTRIBUTIONS 2006PAYROLLDEDUCTION ANDCONTRIBUTIONPROGRAM PAYMENTS INCONNECTIONWITHTERMINATION PERQUISITES(SEE BELOW) TOTALNAME ($) ($) ($) ($) ($) ($)David L. Porges 1,938 23,850 283,650 — 59,624 369,062Robert J. McNally 739 15,900 3,513 — 33,685 53,837Randall L. Crawford 1,058 23,850 116,865 — 75,248 217,021Jimmi Sue Smith 554 19,287 — — 10,128 29,969Philip P. Conti 985 23,850 100,776 — 53,034 178,645Theresa Z. Bone 513 21,671 — 1,384,837 33,223 1,440,244 Once 401(k) contributions for Messrs. Porges, McNally, Crawford and Conti reach the maximum level permitted under the 401(k) plan, EQT contributions are continued onan after-tax basis under the 2006 Payroll Deduction and Contribution Program through an annuity program offered by Fidelity Investments Life Insurance Co. Each year, EQTalso contributes an amount equal to 11% of the annual incentive awards for each of Messrs. Porges, Crawford and Conti to such program. For Ms. Bone this also includes$1,382,937 in connection with her termination of employment for good reason under her agreements with EQT and $1,900 received under the executive alternative workarrangement. The perquisites EQT provided to each named executive officer in 2016 are itemized below: CARALLOWANCE COUNTRYANDDINING CLUBANNUALDUES FINANCIALPLANNING PARKING PHYSICAL OTHER TOTALPERQUISITESNAME ($) ($) ($) ($) ($) ($) ($)David L. Porges 9,180 16,244 15,000 2,400 15,200 1,600 59,624Robert J. McNally 6,969 10,195 — — 8,867 7,654 33,685Randall L. Crawford 9,060 13,984 11,700 2,400 7,600 30,504 75,248Jimmi Sue Smith — — 4,500 1,705 3,800 123 10,128Philip P. Conti 9,060 11,374 15,000 2,400 15,200 — 53,034Theresa Z. Bone 7,143 10,480 7,500 2,400 5,700 — 33,223 The car allowance is an amount paid to the executive intended to cover the annual cost of acquiring, maintaining and insuring a car. The entire cost of country and dining clubdues has been included in the table although EQT believes that only a portion of the cost represents a perquisite. Financial planning is the actual cost to EQT of providing toeach executive financial planning and tax preparation services. The physical is the actual cost to EQT for providing the executive physical benefit, which includes preferredaccess to healthcare professionals and related services for each named executive officer and, in the case of Messrs. Porges, McNally, Crawford and Conti, their spouses. Theother column reflects the actual cost to EQT in connection with travel assistance services procured by EQT for the benefit of Messrs. Porges and Crawford and their families.For Mr. Crawford this also includes $28,904, which102Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsis the cost of a flight chartered by EQT to attend an industry golf outing, which EQT believes provided valuable benefits to EQT but meets the SEC’s definition of a perquisite.For Mr. McNally this also includes certain amounts received related to his relocation to Pittsburgh. The named executive officers may use two tickets purchased by EQT toattend up to four sporting or other events when such tickets are not otherwise being used for business purposes. The costs of such tickets used for personal purposes areconsidered de minimis by EQT and are not included as perquisites in the Summary Compensation Table because there are no incremental costs to EQT associated with suchuse.2016 Grants of Plan-Based Awards Table ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDSESTIMATED FUTURE PAYOUTS UNDEREQUITY INCENTIVE PLAN AWARDSALL OTHERSTOCKAWARDS;NUMBER OFSHARES OFSTOCK ORUNITSALL OTHEROPTION AWARDS;NUMBER OFSECURITIESUNDERLYINGOPTIONSEXERCISE ORBASE PRICEOF OPTIONAWARDSGRANT DATEFAIR VALUEOF STOCKAND OPTIONAWARDSNAMETYPE OFAWARDGRANT DATEAPPROVALDATETHRESHOLDTARGETMAXIMUMTHRESHOLDTARGETMAXIMUM (1) ($)($) (2)($) (2)(#)(#) (3)(#) (3)(#) (4)(#)($/SH)($)David L.PorgesPSU1/1/201612/1/2015————69,780209,340———4,926,468ESTIP———850,0005,000,000———————SO1/1/201612/1/2015———————78,20052.131,133,118Robert J.McNallyPSU3/21/201612/1/2015————35,530106,590———2,508,418ESTIP———242,6655,000,000———————SO3/21/201612/1/2015———————39,90063.33692,265RS3/21/20163/7/2016——————7,900——500,307Randall L.CrawfordPSU1/1/201612/1/2015————21,59064,770———1,524,254ESTIP———385,0005,000,000———————SO1/1/201612/1/2015———————24,20052.13350,658Jimmi SueSmithPSU1/1/201612/1/2015————1,0003,000———70,600RSTIP———102,360————————RS9/14/20169/14/2016——————2,500——176,550VDPSU1/1/201612/1/2015————1,0003,000———52,130Philip P.ContiESTIP———320,0005,000,000——————— Theresa Z.BonePSU1/1/201612/1/2015————5,06015,180———357,236ESTIP———135,0005,000,000———————SO1/1/201612/1/2015———————5,70052.1382,593(1)Type of Award:PSU = 2016 Incentive PSU Program AwardsESTIP = EQT Executive STIP for the 2016 Plan YearRSTIP = EQT Regular STIP for the 2016 Plan YearSO = Stock OptionsRS = Restricted SharesVDPSU = 2016 Value Driver Performance Share Unit Program (2) These columns reflect the annual incentive award target and maximum amounts payable under the EQT Executive STIP (for Messrs. Porges, McNally, Crawford and Conti andMs. Bone) and the headquarters portion of the EQT Regular STIP (for Ms. Smith) for the 2016 plan year. Under the EQT Executive STIP, a formula based on adjusted 2016EQT EBITDA compared to EQT’s business plan establishes the maximum payment from which the EQT MDC Committee typically exercises its discretion downward indetermining the actual payment. The payout amounts could range from no payment, to the percentage of base salary identified as the target annual incentive award (target), to $5million (maximum). See “Non-Equity Incentive Plan Compensation - EQT Executive STIP” under the caption “Narrative Disclosure to Summary Compensation Table and 2016Grants of Plan-Based Awards Table” below for further discussion of the EQT Executive STIP for the 2016 plan year. Under the headquarters portion of the EQT RegularSTIP, a formula based on adjusted 2016 EQT EBITDA compared to EQT’s business plan establishes 60% of the incentive pool and performance on business unit value driversestablish the remaining 40% of the incentive pool. Individual participants are given an incentive target annually. The minimum payment under the EQT Regular STIP is zero andthere is no maximum payment.(3) These columns reflect the target and maximum number of units payable under the 2016 Incentive PSU Program and the 2016 VDPSU Program. Under the 2016 Incentive PSUProgram, the performance measures are EQT’s total shareholder return (TSR) over the period January 1, 2016 through December 31, 2018, as ranked among the comparablymeasured TSR of the applicable peer group, and EQT’s compound annual production sales volume growth. The payout amounts for the 2016 Incentive PSU Program couldrange from 0% of units granted, to 100% of units granted (target), to 300% of units granted (maximum), dependent upon the satisfaction of the performance measures over theperformance period. Under the 2016 VDPSU Program, the performance metric is adjusted 2016 EQT EBITDA103Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentscompared to EQT’s business plan. The 2016 VDPSU Program payout amounts could range from 0% of awards granted, to 100% of awards granted (target), to 300% ofawards granted (maximum), dependent upon adjusted 2016 EQT EBITDA compared to EQT’s 2016 business plan. See “Stock Awards - 2016 Incentive PSU Program” and“Stock Awards - EQT Value Driver Performance Share Unit Award Program (2016 VDPSU Program)” under the caption “Narrative Disclosure to Summary CompensationTable and 2016 Grants of Plan-Based Awards Table” below for further discussion of the 2016 Incentive PSU Program and the 2016 VDPSU Program. (4) This column reflects the number of time-based restricted share units granted to Mr. McNally under the McNally EQT Restricted Share Award and to Ms. Smith under the SmithEQT Restricted Share Award. See “McNally’s Signing Bonus - EQT Restricted Share Award and Cash” and “Smith EQT Restricted Share Award” under the caption“Narrative Disclosure to Summary Compensation Table and 2016 Grants of Plan-Based Awards Table” below for further discussion of the McNally EQT Restricted ShareAward and the Smith EQT Restricted Share Award.NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND 2016 GRANTS OF PLAN-BASED AWARDS TABLE Set forth below is a discussion of the material elements of compensation paid to our named executive officers as reflected in the SummaryCompensation Table and the 2016 Grants of Plan-Based Awards Table. This discussion should be read in conjunction with the Summary CompensationTable and the 2016 Grants of Plan-Based Awards Table above. Base Salary The base salary for each named executive officer reflected in the Summary Compensation Table above is the base salary actually earned and reflectsa proportionate amount of any increase made during the applicable year.Non-Equity Incentive Plan Compensation - EQT Executive Short-Term Incentive Plan (EQT Executive STIP)Each named executive officer other than Ms. Smith participated in the EQT Executive STIP. Before or at the start of each year, the EQT MDCCommittee establishes the performance measure for determining awards under the EQT Executive STIP. This performance measure establishes the maximumannual incentive award that the EQT MDC Committee may approve as “performance-based compensation” for tax purposes pursuant to Code Section162(m), subject to the shareholder approved individual limit set forth in the EQT Executive STIP, but does not set an expectation for the amount of annualincentive that will actually be paid. The EQT MDC Committee is permitted to exercise, and has generally exercised, downward discretion in determining theactual payout under the annual incentive plan. The EQT MDC Committee may not exercise upward discretion. The performance measure approved for theEQT Executive STIP for the 2016 plan year was EQT’s 2016 EBITDA (i) calculated using a constant commodity price of $2.71 per Mcfe, adjusted for all cashsettled derivatives and all basis and fixed price sales set forth in EQT’s 2016 business plan, (ii) excluding the effects of non-cash derivative gains (losses) notincluded in EQT’s 2016 business plan, (iii) excluding gains/losses on derivatives not designated as hedges, (iv) excluding the effects of non-cash developedand undeveloped oil and gas property impairments and (v) excluding the effects of acquisitions and dispositions of greater than $100 million (adjusted 2016EQT EBITDA), compared to EQT’s 2016 business plan, as follows:ADJUSTED 2016 EQT EBITDACOMPARED TOBUSINESS PLANPERCENTAGE OF ADJUSTED 2016EQT EBITDA AVAILABLE FOR ALLEQT EXECUTIVE OFFICER 2016ANNUAL INCENTIVE AWARDSAt or above plan2%5% below plan1.5%25% below plan1%Greater than 25% below planNo bonus The percentage of adjusted 2016 EQT EBITDA available for all executive officer annual incentives was interpolated between levels and capped at2%. Actual adjusted 2016 EQT EBITDA of $1,391 million exceeded plan by approximately 2%, which allowed the EQT MDC Committee to award annualincentives to EQT’s executive officers in an aggregate amount of $27.8 million, subject to a $5 million cap per executive officer. The EQT MDC Committeeexercised its discretion to pay each named executive officer a lesser amount based on the individual’s 2016 target award and 2016 performance on EQT,business unit and individual value drivers.The EQT Executive STIP provides that the annual awards will be paid in cash, subject to EQT MDC Committee discretion to pay in equity. The EQTMDC Committee typically considers settling awards in equity rather than cash only when an executive has not satisfied the applicable equity ownershipguidelines.104Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents Non-Equity Incentive Plan Compensation - EQT Regular Short-Term Incentive Plan (EQT Regular STIP)Ms. Smith is the only named executive officer who participated in the EQT Regular STIP. Under the headquarters portion of the EQT Regular STIP, aformula based on adjusted 2016 EQT EBITDA calculated as set forth above under the caption “Non-Equity Incentive Plan Compensation - EQT ExecutiveShort-Term Incentive Plan (EQT Executive STIP)”, but excluding such extraordinary items as may be approved by the EQT MDC Committee compared toEQT’s business plan establishes 60% of the incentive pool as follows:ADJUSTED 2016 EQT EBITDACOMPARED TOBUSINESS PLANPAYOUT MULTIPLE*More than 10% above planEQT MDC Committee Discretion10% above plan 2.005% above plan 1.25At plan 1.005% below plan0.50More than 5% below planNo bonusBusiness unit value drivers (operational, strategic and financial goals) establish the remaining 40% of the incentive pool available for payouts asfollows:BUSINESS UNIT VALUE DRIVER RESULTSPAYOUT MULTIPLE*Stretch3.00Exceeds 2.00Successful 1.00Fails to meet expectations No bonus*Payout multiples are interpolated between levels depending upon performance.Before or at the start of each year, the EQT Corporate Director, Compensation and Benefits, in consultation with the appropriate functional officer,establishes each participant’s incentive target under the headquarters portion of the EQT Regular STIP and each participant has specific individualperformance goals.The EQT Regular STIP provides that the annual awards will be paid in cash, subject to the discretion of the EQT MDC Committee and the EQTboard chairman to pay in equity. The EQT board chairman may settle awards in equity rather than cash only when a participant has not satisfied theapplicable equity ownership guidelines.Stock Awards - EQT 2014 Executive Performance Incentive Plan (2014 Incentive PSU Program)Awards under the 2014 Incentive PSU Program were granted on January 1, 2014. Each individual who was a named executive officer on January 1,2014 was granted an award under the 2014 Incentive PSU Program. The performance measures for the 2014 Incentive PSU Program were:•EQT’s TSR over the period January 1, 2014 through December 31, 2016, as ranked among the comparably measured TSR of the applicable peergroup; and•EQT’s compound annual production sales volume growth over the performance period.The payout opportunity under the 2014 Incentive PSU Program ranged from:•no payout if EQT was one of the nine lowest-ranking companies in the applicable peer group as to TSR and had compound annual productionsales volume growth over the performance period of less than 0%;•to target payout if EQT ranked seventeenth through fourteenth in the applicable peer group as to TSR and had compound annual productionsales volume growth over the performance period equal to 10%;105Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents•to three times the target award if EQT was one of the four highest-ranking companies in the applicable peer group as to TSR and had compoundannual production sales volume growth over the performance period of at least 30%.The performance period for the 2014 Incentive PSU Program ended on December 31, 2016, with EQT having achieved a TSR of negative 25.1%,resulting in a ranking of 12th in the applicable peer group, and compound annual production sales volume growth of 26.1%. The awards (including accrueddividends) are expected to vest and be distributed in shares of EQT common stock at a 2.21X payout multiple in the first quarter of 2017.Stock Awards - EQT 2015 Executive Performance Incentive Plan (2015 Incentive PSU Program)Awards under the 2015 Incentive PSU Program were granted on January 1, 2015. Each individual who was a named executive officer on January 1,2015 was granted an award under the 2015 Incentive PSU Program. The performance measures for the 2015 Incentive PSU Program are:•EQT’s TSR over the period January 1, 2015 through December 31, 2017, as ranked among the comparably measured TSR of the applicable peergroup; and•EQT’s compound annual production sales volume growth over the performance period.The payout opportunity under the 2015 Incentive PSU Program ranges from:•no payout if EQT is one of the nine lowest-ranking companies in the applicable peer group as to TSR and has compound annual productionsales volume growth over the performance period of less than 0%;•to target payout if EQT ranks seventeenth through fourteenth in the applicable peer group as to TSR and has compound annual production salesvolume growth over the performance period equal to 6.4%;•to three times the target award if EQT is one of the four highest-ranking companies in the applicable peer group as to TSR and has compoundannual production sales volume growth over the performance period of at least 26.4%.If earned, the share units are expected to be distributed in shares of EQT common stock equal to the target award (including accrued dividends)multiplied by the applicable payout multiple.Stock Awards - EQT 2016 Executive Performance Incentive Plan (2016 Incentive PSU Program)Awards under the 2016 Incentive PSU Program were granted on January 1, 2016. Each named executive officer other than Mr. Conti was granted anaward under the 2016 Incentive PSU Program. The performance measures for the 2016 Incentive PSU Program are:•EQT’s TSR over the period January 1, 2016 through December 31, 2018, as ranked among the comparably measured TSR of the applicable peergroup; and•EQT’s compound annual production sales volume growth over the performance period.The payout opportunity under the 2016 Incentive PSU Program ranges from:•no payout if EQT is one of the nine lowest-ranking companies in the applicable peer group as to TSR and has compound annual productionsales volume growth over the performance period of less than 0%;•to target payout if EQT ranks fourteenth through twelfth in the applicable peer group as to TSR and has compound annual production salesvolume growth over the performance period equal to 5.0%;•to three times the target award if EQT is one of the three highest-ranking companies in the applicable peer group as to TSR and has compoundannual production sales volume growth over the performance period of at least 25.0%.If earned, the share units are expected to be distributed in shares of EQT common stock equal to the target award (including accrued dividends)multiplied by the applicable payout multiple.Stock Awards - EQT 2016 Value Driver Performance Award Program (2016 VDPSU Program)Awards under the 2016 VDPSU Program were granted on January 1, 2016. Ms. Smith was the only named executive officer awarded performanceawards under the 2016 VDPSU Program. The performance measure for the 2016 VDPSU Program was adjusted 2016 EQT EBITDA compared to EQT’s 2016business plan.106Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsThe payout opportunity under the 2016 VDPSU Program was:•no payment if the adjusted 2016 EQT EBITDA was less than EQT’s business plan; or•three times the number of target awards granted if the adjusted 2016 EQT EBITDA equaled or exceeded EQT’s business plan, subject to the EQTMDC Committee’s discretion to determine that a lower performance multiple applied. In exercising its discretion, the EQT MDC Committee wasto consider and be guided by performance on EQT, business unit and individual value drivers.Adjusted 2016 EQT EBITDA was $1,391 million, which satisfied the threshold performance goal and allowed the EQT MDC Committee to confirmperformance awards equal to 3.00X Ms. Smith’s target award. The EQT MDC Committee exercised downward discretion and confirmed Ms. Smith's award of2,855 units under the 2016 VDPSU Program. Fifty-percent of the confirmed performance awards (including accrued dividends) are expected to vest and bedistributed in cash in the first quarter of 2017, and the remainder are expected to vest and be distributed in cash in the first quarter of 2018, contingent uponcontinued service on such date. Adjusted 2016 EQT EBITDA along with a reconciliation thereof will be set forth in Appendix B of EQT's 2017 ProxyStatement.Option Awards - EQT 2014 OptionsThe 2014 options for EQT common stock were awarded on January 1, 2014 with an exercise price of $89.78. The options expire on January 1, 2024and vested on January 1, 2017.Option Awards - EQT 2015 OptionsThe 2015 options for EQT common stock were awarded on January 1, 2015 with an exercise price of $75.70. The options expire on January 1, 2025and vest on January 1, 2018, contingent upon continued service on such date.Option Awards - EQT 2016 OptionsThe 2016 options for EQT common stock were awarded to Messrs. Porges and Crawford and Ms. Bone on January 1, 2016 with an exercise price of$52.13. The 2016 options for EQT common stock were awarded to Mr. McNally on March 21, 2016 with an exercise price of $63.33. The 2016 optionsexpire on January 1, 2026 and vest on January 1, 2019, contingent upon continued service on such date.McNally’s Signing Bonus - EQT Restricted Share Award and CashIn connection with the commencement of his employment, Mr. McNally received a signing bonus consisting of a restricted share grant and cash. TheMcNally EQT Restricted Share Award was granted on March 21, 2016. This award is expected to vest on the one-year anniversary of the grant datecontingent upon continued service at such date. If earned, the restricted shares will be distributed in shares of EQT common stock (including accrueddividends). Mr. McNally also received a portion of his signing bonus in cash on March 21, 2016. Mr. McNally will be required to repay the value at vestingof the McNally EQT Restricted Share Award and cash portion of the signing bonus if he terminates his employment with EQT prior to March 21, 2018.Smith EQT Restricted Share AwardIn connection with her promotion to Chief Accounting Officer, Ms. Smith received a restricted share award on September 14, 2016. The Smith EQTRestricted Share Award is expected to vest on the three-year anniversary of the grant date contingent upon continued service at such date. If earned, therestricted share award will be paid in cash.2015 Special AwardIn connection with the initial public offering of EQGP common units in May 2015, the named executive officers (and other long-term incentiveeligible employees as well as directors of EQT and EQGP) were offered the opportunity to purchase EQGP common units through the directed unit program(DUP) associated with EQGP’s initial public offering. In order to recognize the efforts of the named executive officers in connection with the offering and toencourage their personal investment in EQGP, each named executive officer was eligible to receive from EQT a limited cash award to be used by the namedexecutive officer to match his or her purchase of EQGP units. Each named executive officer (other than Mr. McNally who was not an employee) participatedand benefited to the maximum amount approved for him or her.107Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsMs. Bone Executive Alternative Work ArrangementMs. Bone commenced participation in the executive alternative work arrangement on October 1, 2016. The executive alternative work arrangementwill be described in EQT’s 2017 Proxy Statement.Retirement BenefitsThe executive officers of the EQM General Partner participate in employee benefit plans and arrangements sponsored by EQT. Neither EQM nor theEQM General Partner currently offers any deferred compensation program or any supplemental executive retirement plan to any of the executive officers ofthe EQM General Partner. EQT provides full discussion of its plans and arrangements in its filings with the SEC, including its annual proxy statementrelating to the annual meeting of the shareholders of EQT, which filings are available on the SEC’s website at www.sec.gov and on EQT’s website atwww.EQT.com on the “SEC Filings” page under the “Investors Relations” tab. The Corporate Secretary of the EQM General Partner will also provide a copyto you free of charge upon request.108Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsOutstanding Equity Awards at Fiscal Year-EndThe following table reflects all outstanding EQT equity awards as of December 31, 2016. The executive officers had no outstanding EQM or EQGPequity awards as of December 31, 2016.OPTION AWARDSEQUITY AWARDS NUMBER OFSECURITIESUNDERLYINGUNEXERCISEDOPTIONSEXERCISABLENUMBER OFSECURITIESUNDERLYINGUNEXERCISEDOPTIONSUNEXERCISABLEOPTIONEXERCISEPRICEOPTIONEXPIRATIONDATENUMBER OFSHARES ORUNITS OFSTOCKTHAT HAVENOTVESTEDMARKETVALUE OFSHARES ORUNITS OFSTOCK THATHAVE NOTVESTEDEQUITYINCENTIVEPLANAWARDS:NUMBER OFUNEARNEDSHARES,UNITS OROTHERRIGHTS THATHAVE NOTVESTEDEQUITYINCENTIVEPLAN AWARDS:MARKET ORPAYOUT VALUEOF UNEARNEDSHARES, UNITSOR OTHERRIGHTS THATHAVE NOTVESTED(#)(#) (1)($)(#) (2)($) (3)(#) (4)($) (5)David L. Porges76,700—44.841/1/2018——75,1984,917,949105,800—54.791/1/2022——142,7199,333,82392,400—58.981/1/2023——69,9054,571,787—47,60089.781/1/2024—————53,90075.701/1/2025———— —78,20052.131/1/2026———— Robert J. McNally—39,90063.331/1/2026——35,5752,326,605————7,910517,314—— Randall L. Crawford38,500—44.841/1/2018——38,7902,536,86644,800—54.791/1/2022——62,6464,097,04844,100—58.981/1/2023——21,6291,414,537—24,60089.781/1/2024—————23,70075.701/1/2025———— 24,20052.131/1/2026———— Jimmi Sue Smith————2,501163,5652,592169,517————93661,2142,076135,770——————1,00265,531——————3,006196,592 Philip P. Conti32,400—54.791/1/2022——33,2432,174,09231,400—58.981/1/2023——53,7033,512,176—21,10089.781/1/2024—————20,30075.701/1/2025———— Theresa Z. Bone5,000—44.841/1/2018——8,919583,3038,700—75.701/1/2025——22,8181,492,2975,700—52.131/1/2026——5,069331,513 (1)The options reflected in this column are EQT options which vest according to the following schedule: the options expiring in 2024 vested on January 1, 2017, the optionsexpiring in 2025 will vest on January 1, 2018 and the options expiring in 2026 will vest on January 1, 2019. The vesting of option awards may accelerate. See “PotentialPayments Upon Termination or Change of Control” below for a discussion of, among other things, a revised vesting schedule and circumstances under which the vestingof an award will accelerate.(2)This column reflects (i) the McNally EQT Restricted Share Award (including accrued dividends), (ii) the Smith EQT Restricted Share Award (including accrueddividends) and (iii) with respect to Ms. Smith, outstanding performance awards (including accrued dividends) under the EQT Corporation 2015 Value Driver AwardProgram (2015 VDPSU Program). The McNally EQT Restricted Share Award was granted on March 21, 2016 and is expected to vest on March 21, 2017. The SmithEQT Restricted Share Award was granted on September 14, 2016 and is expected to vest on September 14, 2019. Ms. Smith’s performance awards under the109Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents2015 VDPSU Program were confirmed by the EQT MDC Committee in the first quarter of 2016, 50% of the confirmed performance awards vested and were paid out inEQT common stock in the first quarter of 2016, and the remainder of the performance awards vest upon payment which is expected to occur in the first quarter of 2017,contingent upon Ms. Smith’s continued service on the payment date. The vesting of the restricted share awards and the awards under the 2015 VDPSU Program mayaccelerate. See “Potential Payments Upon Termination or Change of Control” below for a discussion of, among other things, circumstances under which the vesting ofthe awards will accelerate.(3)This column reflects the payout values at December 31, 2016 of the McNally EQT Restricted Share Award, the Smith EQT Restricted Share Award and, in the case ofMs. Smith, unvested performance awards under the 2015 VDPSU Program (including accrued dividends in each case) determined by multiplying the number of sharesor units, as applicable, shown in the previous column by $65.40, the closing price of EQT’s common stock on December 31, 2016. The actual payout value will dependupon EQT’s stock price upon vesting.(4)This column reflects performance units awarded but that had not yet vested at December 31, 2016 pursuant to the 2014 Incentive PSU Program, the 2015 Incentive PSUProgram and the 2016 Incentive PSU Program (including accrued dividends in each case). For Ms. Smith, this column also reflects performance units awarded but thathad not yet vested at December 31, 2016 pursuant to the 2016 VDPSU Program (including accrued dividends). The number of performance units under the 2014Incentive PSU Program, the 2015 Incentive PSU Program and the 2016 VDPSU Program reflect maximum award levels because, through December 31, 2016, payoutwas projected above the target level for each program. The number of performance awards under the 2016 Incentive PSU Program reflects target award levels because,through December 31, 2016, payout was projected below target. Awards under the 2015 Incentive PSU Program and the 2016 Incentive PSU Program do not vest untilpayment following the end of the respective performance periods. Awards under the 2014 Incentive PSU Program and fifty percent of the 2016 VDPSU Program willvest upon payment which is expected to occur in the first quarter of 2017. The vesting of the awards under the 2014 Incentive PSU Program, 2015 Incentive PSUProgram, 2016 Incentive PSU Program and 2016 VDPSU Program may accelerate. See “Potential Payments Upon Termination or Change of Control” below for adiscussion of, among other things, circumstances under which the vesting of an award will accelerate.(5)This column reflects the payout values at December 31, 2016 of unearned performance units granted under the 2014 Incentive PSU Program, the 2015 Incentive PSUProgram, the 2016 Incentive PSU Program and the 2016 VDPSU Program (including accrued dividends in each case). The payout values are determined by multiplyingthe number of units as shown in the column to the left by $65.40, the closing price of EQT’s common stock on December 31, 2016. The actual payout values under the2014 Incentive PSU Program, the 2015 Incentive PSU Program and the 2016 Incentive PSU Program will depend upon, among other things, EQT’s actual performancethrough the end of the applicable performance periods and EQT’s closing stock price on the payout date.Option Exercises and Stock VestedThe following table reflects the EQT stock options exercised by the named executive officers during 2016 and the named executive officers’performance awards (some denominated in EQT shares and some in EQM units) that vested during 2016. OPTION AWARDS STOCK AWARDS NUMBER OF EQT SHARESACQUIRED ON EXERCISE VALUE REALIZED ONEXERCISE NUMBER OF EQTSHARES/EQM UNITSACQUIRED ON VESTING VALUE REALIZED ONVESTINGNAME (#) ($) (1) (#) (2) ($) (3)David L. Porges — — 99,895 6,269,621Robert J. McNally — — — —Randall L. Crawford 21,400 714,332 41,937 2,581,747Jimmi Sue Smith — — 4,513 264,342Philip P. Conti — — 25,478 1,524,220Theresa Z. Bone — — 9,863 578,105(1)The value realized on exercise is calculated as the difference between the market price of the shares of EQT common stock underlying the options at exercise and theapplicable exercise price of those options.(2)This column reflects the following awards that vested in 2016:•For all named executive officers - the number of performance awards (including accrued dividends) under the 2013 Executive Performance Incentive Program (2013Incentive PSU Program), which vested and were distributed in EQT common stock on February 25, 2016;110Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents•For Messrs. Crawford, Porges, and Conti, and Ms. Bone - the number of performance units (including accrued distributions) under the EQM Total Return Program(EQM TR Program), which vested and were distributed in EQM common units on February 25, 2016;•For Ms. Bone - the number of restricted shares (including accrued dividends), which vested and were distributed in EQT common stock on January 31, 2016 and thenumber of performance awards (including accrued dividends) under the EQT Corporation 2014 Value Driver Performance Award Program (2014 VDPSU Program).Fifty percent of the performance awards confirmed by the EQT MDC Committee under the 2014 VDPSU Program (the second and final tranche) vested and were paidout in cash on February 25, 2016; and•For Ms. Smith - the number of performance awards (including accrued dividends or distributions) under the 2014 VDPSU Program, the EQM 2014 Value DriverPerformance Award Program (2014 EQM VDPSU Program) and the 2015 VDPSU Program. On February 25, 2016, fifty percent of the performance awardsconfirmed by the EQT MDC Committee under the 2014 VDPSU Program (the second and final tranche) vested and were paid out in cash; fifty percent of theconfirmed performance awards under the 2014 EQM VDPSU Program (the second and final tranche) vested and were distributed in EQM common units; and fiftypercent of the confirmed performance awards under the 2015 VDPSU Program (the first tranche) vested and were distributed in EQT common stock. (3)This column reflects the value realized upon the vesting of (i) performance awards under the 2013 Incentive PSU Program, the EQM TR Program, the 2014 VDPSUProgram, the 2014 EQM VDPSU Program and the 2015 VDPSU Program (including in each case accrued dividends or distributions) and (ii) Ms. Bone’s restrictedshares. The value realized on vesting of the 2013 Incentive PSU Program, the 2014 EQM VDPSU Program, the 2015 VDPSU Program, and the EQM TR Programwas calculated based on the number of performance awards that vested and the closing price of EQT’s common stock or EQM’s common units, as applicable, onFebruary 25, 2016. The value realized on vesting of Ms. Bone’s restricted shares was calculated based on EQT’s closing stock price on January 31, 2016. The valuerealized on vesting of the 2014 VDPSU Program was calculated based on the number of performance awards that vested and the closing price of EQT’s common stockon December 31, 2015.POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROLEQT Agreements and PlansEQT maintains and has entered into certain agreements and plans (including those described above in “Narrative Disclosure to SummaryCompensation Table and 2016 Grants of Plan-Based Awards Table”) that require EQT to provide compensation to the named executive officers, amongothers, in the event of a termination of employment or a change of control of EQT.Agreements with the Named Executive OfficersDescriptions of the circumstances which trigger payments and benefits, the benefits that would be provided, how payment and benefit levels aredetermined and the material conditions and obligations applicable to the receipt of payments or benefits in the event of a termination of employment or achange of control of EQT under EQT’s agreements with Messrs. Porges, McNally, Crawford and Conti will be described in EQT’s 2017 Proxy Statement.EQT’s SEC filings are available on the SEC’s website at www.sec.gov and on EQT’s website at www.EQT.com on the “SEC Filings” page under the“Investors Relations” tab. The Corporate Secretary of the EQM General Partner will also provide a copy to you free of charge upon request.Ms. Smith’s AgreementIn connection with her promotion to Chief Accounting Officer, EQT entered into an amended and restated confidentiality, non-solicitation and non-competition agreement with Ms. Smith (Ms. Smith's Agreement). In the agreement, Ms. Smith agreed, among other things, to the following restrictivecovenants:•restrictions on competition (12 months);•restrictions on customer solicitation (12 months); and•restrictions on employee, consultant, vendor or independent contractor recruitment (36 months).The agreement provides for severance payments and benefits to Ms. Smith in the event of a termination of employment by EQT without “cause” orby Ms. Smith for “good reason” (each as defined below), regardless of whether that termination occurs before or after a change of control. In such an event,Ms. Smith will be entitled to receive the following:•Severance payments:▪Salary continuation for a period of twelve (12) months from the date of termination;111Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents▪a lump sum equal to the average annual incentive earned by Ms. Smith for the three (3) full years prior to Ms. Smith’s terminationdate; and▪$25,000.•Benefits payment. A lump sum cash payment equal to the monthly COBRA rate for family coverage, multiplied by 12.•Vesting of time-based equity awards. Stock options, restricted stock, restricted stock units and other stock awards with time-based vestingrestrictions will become immediately vested and exercisable in full and any restrictions on such awards shall lapse.•Vesting of performance-based equity awards. Performance-based equity awards other than awards under the 2015 VDPSU Program, the2016 VDPSU Program and similar programs will remain outstanding and will be earned, if at all, based on actual performance through theend of the performance period as if Ms. Smith’s employment had not been terminated.•Vesting of 2015 VDPSU Program, the 2016 VDPSU Program awards and similar programs. If Ms. Smith’s termination date occurs beforethe relevant performance level has been approved by the EQT MDC Committee, the award will be earned based on “target” levels ofperformance. If Ms. Smith’s termination date occurs after the relevant performance level has been approved by the EQT MDC Committee,the award will be earned based on actual levels of performance. In each case, the number of award shares earned shall immediately becomevested and payable as of the date of termination.“Cause” is defined as Ms. Smith’s (i) conviction of a felony, a crime of moral turpitude or fraud or Ms. Smith having committed fraud,misappropriation or embezzlement in connection with the performance of her duties; (ii) willful and repeated failures to substantially perform assignedduties; or (iii) violation of any provision of a written employment-related agreement or express significant policies of EQT.“Good reason” is defined as Ms. Smith’s resignation within 90 days after: (i) a reduction in Ms. Smith’s base salary of 10% or more (unless thereduction is applicable to all similarly situated employees); (ii) a reduction in Ms. Smith’s annual short-term bonus target of 10% or more (unless thereduction is applicable to all similarly situated employees); (iii) a significant diminution in Ms. Smith’s job responsibilities, duties or authority; (iv) a changein the geographic location of Ms. Smith’s primary reporting location of more than 50 miles; and/or (v) any other action or inaction that constitutes a materialbreach by EQT of the agreement.In the event that Ms. Smith’s employment is terminated by EQT under qualifying circumstances, Ms. Smith is also entitled to the benefits providedto all employees under EQT’s severance plan. In order to receive severance benefits under the non-competition agreement, Ms. Smith must execute anddeliver to EQT a general release of claims.The agreement does not provide for any tax gross-ups. In the event Ms. Smith would be subject to a 20% excise tax under Section 4999 of theInternal Revenue Code (imposed on individuals who receive compensation in connection with a change of control that exceeds certain specified limits), thepayments and benefits to Ms. Smith would be reduced to the maximum amount that does not trigger the excise tax unless Ms. Smith would retain greatervalue (on an after-tax basis) by receiving all payments and benefits and paying all excise and income taxes.Ms. Bone’s AgreementMs. Bone entered into a transition agreement with the EQT on September 9, 2016 in connection with her termination for good reason under herconfidentiality, non-solicitation and non-competition agreement (which agreement is generally consistent with those for the other named executive officerswhich will be described in EQT’s 2017 Proxy Statement). The transition agreement sets forth the payments Ms. Bone received upon termination of full-timeemployment (which are described below). Such benefits were contingent upon Ms. Bone executing and not revoking a general release.Payments to be Made Pursuant to Company PlansStock Options, 2014 Incentive PSU Program, 2015 Incentive PSU Program, 2016 Incentive PSU Program, the McNally EQT Restricted ShareAward and the EQT Executive STIPDescriptions of the circumstances which trigger payments and benefits, the benefits that would be provided, how payment and benefit levels aredetermined and the material conditions and obligations applicable to the receipt of payments or benefits in the event of a termination of employment or achange of control of EQT under the EQT stock options, the 2014 Incentive PSU Program, the 2015 Incentive PSU Program, the 2016 Incentive PSU Program,the McNally EQT Restricted Share Award and the EQT Executive STIP will be described in EQT’s 2017 Proxy Statement.112Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents2015 VDPSU Program, 2016 VDPSU Program and the Smith EQT Restricted Share AwardAwards granted pursuant to the 2015 VDPSU Program, the 2016 VDPSU Program and the Smith EQT Restricted Share Award, provide that Ms. Smithwould be entitled to the benefits described below in the termination scenarios described below.Termination for Good Reason or without CauseUpon Ms. Smith’s termination for good reason or without cause, awards under the 2015 VDPSU Program and 2016 VDPSU Program and the SmithEQT Restricted Share Award will vest as required by Ms. Smith’s Agreement, which is described above.Termination for Cause or Voluntary Termination for any Reason other than Good ReasonUpon termination for cause or Ms. Smith’s voluntary termination of employment for any reason other than good reason, all unvested restricted sharesunder the Smith EQT Restricted Share Award and all unvested performance units under the 2015 VDPSU Program or the 2016 VDPSU Program are forfeited.However, if Ms. Smith’s employment is terminated voluntarily (including retirement) and Ms. Smith is then serving and remains on (i) the EQTBoard of Directors or the EQM Board for the 2015 VDPSU Program; or (ii) EQT’s Board of Directors, the EQM Board or the EQGP Board for the 2016 VDPSUProgram or the Smith EQT Restricted Share Award, then Ms. Smith’s awarded share units continue to vest for so long as she remains on such board.Termination Resulting from Death or DisabilityUpon Ms. Smith’s termination as a result of her death or disability, the Smith EQT Restricted Share Award will vest as follows:TERMINATION DATEAWARDED UNITSSeptember 10, 2016 – September 9, 20170%September 10, 2017 – September 9, 201825%September 10, 2018 and thereafter50%Upon Ms. Smith’s termination as a result of her death or disability, the unvested confirmed performance awards under the 2015 VDPSU Program andthe 2016 VDPSU Program will vest as follows:2015 VDPSU PROGRAMTERMINATION DATEAWARDED UNITSJanuary 1, 2016 and thereafter50%2016 VDPSU PROGRAMTERMINATION DATEAWARDED UNITSPrior to January 1, 20170%January 1, 2017 and thereafter50%Change of ControlFor purposes of the 2015 VDPSU Program, the 2016 VDPSU Program and the Smith EQT Restricted Share Award, a change of control of EQT isdefined by reference to EQT’s 2014 Long-Term Incentive Plan (the 2014 LTIP) and will be described in EQT’s 2017 Proxy Statement. Under the awards, if achange of control of EQT occurs and:•the awards are not assumed by the surviving entity of the change of control, all time-based vesting restrictions on the EQT restricted sharesor units lapse and any unvested performance awards under the 2015 VDPSU Program and the 2016 VDPSU Program will vest;•the awards are assumed by the surviving entity of the change of control or EQT is the surviving entity and Ms. Smith’s employment isinvoluntarily terminated or she resigns for good reason within two years after the qualifying change of control, then awards under the 2015VDPSU Program, the 2016 VDPSU Program and113Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsthe Smith EQT Restricted Share Award will vest as required by Ms. Smith’s Agreement, which is described above.EQT Regular STIPThe EQT Regular STIP provides guidelines to determine awards when the participant’s status changes during the year. The guidelines provide for nopayment to Ms. Smith in the case of her termination by EQT or her voluntary termination prior to payment. In the event Ms. Smith’s employment isterminated by reasons of her death or disability:•following the conclusion of the plan year but prior to payment, Ms. Smith or her estate will be entitled to the payment Ms. Smith would havereceived had she been employed as of the date of the payment of the incentive award; or•prior to the conclusion of the plan year, Ms. Smith or her estate may be eligible for a payment of a pro-rated incentive award based on the amount ofMs. Smith’s active service during such plan year and contingent upon satisfaction of the performance criteria contained in the EQT Regular STIP.In the event of a change of control of EQT (as defined in the 2014 LTIP), the plan year under the EQT Regular STIP will automatically end, thetarget financial measures and value drivers shall be deemed to have been achieved at the “successful” level for the pro-rata portion of the calendar year thatelapsed through the date of the change of control, and the incentive award will be paid to Ms. Smith, subject to the terms of the plan and the EQT MDCCommittee’s discretion to pay a lesser amount. Payments Triggered Upon Hypothetical Termination of Employment or Change of Control on December 31, 2016The estimated payouts and benefits that would be payable upon a termination of employment or a change of control of EQT at December 31, 2016(January 2, 2017 for Mr. Conti) for the named executive officers other than Mses. Smith and Bone will be set forth in EQT’s 2017 Proxy Statement. Theestimated payouts and benefits that would be payable to Mses. Smith and Bone upon a termination of employment or a change of control of EQT atDecember 31, 2016 (September 30, 2016 for Ms. Bone) are set forth below.No payments would be due to the named executive officers upon a change of control of EQM on December 31, 2016 that was not also a change ofcontrol of EQT.The assumptions made by EQT and the descriptions of payouts under all EQT plans and agreements other than the Smith EQT Restricted ShareAward, the performance awards under the 2015 VDPSU Program and 2016 VDPSU Program and Ms. Smith’s award under the EQT Regular STIP will bedescribed in EQT’s 2017 Proxy Statement.For purposes of the analysis below, EQT has made the following additional assumptions:Upon a change of control of EQT at December 31, 2016, EQT has assumed that the acquiring company causes awards granted under the 2014 LTIPto be paid upon closing rather than assumed or equitably converted in the transaction. If such amounts are, in fact, paid upon the occurrence of a change ofcontrol, the named executive officer would not be entitled to a duplicate payment upon a subsequent termination of employment for any reason. Awardsgranted under the 2009 EQT Long-Term Incentive Plan would have automatically accelerated in the event of a change of control of EQT at December 31,2016 in accordance with the terms of the 2009 EQT Long-Term Incentive Plan.For the 2015 VDPSU Program, Ms. Smith’s performance awards were confirmed by the EQT MDC Committee in the first quarter of 2016 and thepayout was based on her actual confirmed payout multiple of 2.70. For the 2016 VDPSU Program, Ms. Smith’s performance awards were confirmed by theEQT MDC Committee in the first quarter of 2017 and the payout was based on her actual confirmed payout multiple of 2.86. For purposes of the analysisbelow, EQT has assumed that Ms. Smith is not then on and will not remain on the Board of Directors of EQT, the EQM Board or the EQGP Board followingtermination of employment.December 31, 2016 was the natural end of the performance period under the EQT Regular STIP for the 2016 plan year. Typically, benefits under theEQT Regular STIP are not paid until January or February of the following year. Ms. Smith’s actual 2016 non-equity incentive award under the EQT RegularSTIP is included in all termination scenarios below, other than termination for cause. EQT notes that such inclusion is reflective only of payments that maybe made upon termination. Because the actual 2016 payout under the EQT Regular STIP exceeded the target payout, no additional payment was required as aresult of the change of control.114Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsJimmi Sue SmithPotential Payments Upon a Termination of Employment or Following a Change of ControlUpon a termination of employment on December 31, 2016, Ms. Smith would be entitled to the following payments:EXECUTIVE BENEFITSAND PAYMENTS UPONTERMINATIONTERMINATION BYEQT WITHOUTCAUSE($)TERMINATION BYEQT FOR CAUSE($)TERMINATION BYEXECUTIVE FORGOOD REASON($)TERMINATION BYEXECUTIVEWITHOUT GOODREASON($)DEATH($)DISABILITY($)Compensation: Cash Payment of Base Salary242,2500242,250000Cash Payment of Short-Term Incentives149,7170149,717230,000230,000230,000Other Benefits and Perquisites: EQT Severance Benefit99,17300000Post-Termination Health Care / Insurance7,57000000Life Insurance Proceeds0000243,0000Cash Payment16,270016,270000Outplacement Services or Cash in Lieu25,000025,000000Total (excluding long-term incentive)539,9800433,237230,000473,000230,000 In addition, under outstanding long-term incentive programs, Ms. Smith would be entitled to cash and stock payments with an aggregate value of$512,500 upon a termination of employment by EQT without cause or upon termination by her for good reason and $117,378 upon her death or disability,assuming, in each case, actual performance through the end of the applicable performance period is consistent with performance through December 31, 2016. Under those same programs, Ms. Smith would be entitled to $512,500 upon the occurrence of a change of control on December 31, 2016.Theresa Z. BonePayments Upon Termination of Employment on September 30, 2016Ms. Bone terminated employment with EQT for good reason on September 30, 2016. In connection with such termination, Ms. Bone received alump sum payment of $1,382,937 in accordance with her confidentiality, non-solicitation and non-competition agreement and transition agreement. UponMs. Bone’s termination, all of Ms. Bone’s 2015 EQT stock options and 2016 EQT stock options vested, having an aggregate intrinsic value of $116,793 atthat time. In addition, the employment condition with respect to Ms. Bone’s outstanding performance share awards (including accrued dividends) under the2014 Incentive PSU Program, the 2015 Incentive PSU Program and the 2016 Incentive PSU Program has been satisfied. Under such performance share awards,Ms. Bone would be entitled to stock payments with an aggregate value of $1,499,299 based on performance through December 31, 2016; however, the actualpayout will depend upon EQT’s actual performance through the applicable performance periods and the EQT closing stock price on the actual payment date.Compensation of DirectorsOfficers or employees of EQT or its affiliates who also serve as directors of the EQM General Partner do not receive additional compensation for theirservice as directors. During 2016, directors of the EQM General Partner who are not also officers or employees of EQT or its affiliates received cashcompensation on a quarterly basis as a retainer and for attending Board and committee meetings as follows:•An annual cash retainer of $47,000 (which increased to $50,000 in 2017).•A cash meeting fee of $1,500 for each Board and committee meeting attended in person. If a director participates in a meeting by telephone, themeeting fee is $750.•For the Audit Committee Chair and the Conflicts Committee Chair, an annual committee chair retainer of $10,000 (which, for the AuditCommittee Chair, increased to $15,000 in 2017).In addition, each non-employee director is reimbursed for out-of-pocket expenses in connection with attending meetings. EQM also provides non-employee directors with $20,000 of life insurance and $250,000 of travel accident insurance115Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentswhile traveling on business for EQM. To further EQM’s support for charitable giving, all directors are eligible to participate in the Matching Gifts Program ofthe EQT Foundation on the same terms as EQT employees and directors. Under this program, the EQT Foundation will match gifts of at least $100 made by adirector to eligible charities, up to an aggregate total of $50,000 in any calendar year.On an annual basis, the EQM General Partner grants to each non-employee director phantom units as a vehicle to deliver compensation for theirservice on the Board. On January 1, 2016, the EQM General Partner granted to each non-employee director phantom units with a value of $65,000 under the2012 Long-Term Incentive Plan (with the number of phantom units (870) determined by dividing the award value by the closing price of EQM’s commonunits on December 31, 2015 ($75.46) and rounding up to the next ten units). The phantom units were fully vested as of the grant date, with distributionequivalents accruing on such units. The phantom units (and the accrued distribution equivalents) will be converted into common units on the date that thegrantee ceases to be a director. For 2017, the value of the annual phantom unit award increased to $75,000.The table below shows the total 2016 compensation of EQM’s non-employee directors:NAME FEES EARNED OR PAIDIN CASH($) (1) STOCKAWARDS($) (2) ALL OTHERCOMPENSATION($) (3) TOTAL($)Michael A. Bryson 78,000 65,650 33,467 177,117Julian M. Bott 75,000 65,650 2,545 143,195Lara E. Washington 68,000 65,650 10,795 144,445 (1)Includes annual cash retainer, meeting fees and committee chair fees.(2)This column reflects the aggregate grant date fair values determined in accordance with FASB ASC Topic 718 for the phantom units awarded to each director during2016. On January 1, 2016, the EQM General Partner granted 870 phantom units to each non-employee director. The grant date fair value is computed as the sum of thenumber of phantom units awarded on the grant date multiplied by the closing price of EQM’s common units on the business day prior to the grant, which closing pricewas $75.46 on December 31, 2015.(3)This column reflects (i) annual premiums of $44.55 per director paid for life insurance and travel accident insurance policies and (ii) the following matching gifts made toqualifying organizations under the EQT Foundation’s Matching Gifts Program: Mr. Bryson - $33,422; Mr. Bott - $2,500; and Ms. Washington - $10,750. The non-employee directors may use a de minimis number of tickets purchased by EQT to attend sporting or other events when such tickets are not otherwise being used forbusiness purposes. The use of such tickets does not result in any incremental costs to EQM.Compensation Committee Interlocks and Insider Participation As previously discussed, the Board is not required to maintain, and does not maintain, a compensation committee. Each of Messrs. Porges, Gardner,McNally and Schlotterbeck, who are directors of the EQM General Partner, are also executive officers of EQT. However, all compensation decisions withrespect to each of these executive officers are made by the EQT MDC Committee and none of these individuals receives any compensation directly fromEQM or the EQM General Partner for their service as a director.Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Security Ownership of Certain Beneficial Owners and Management The following tables set forth the beneficial ownership of EQM’s common units, EQGP’s common units and EQT's common stock owned as ofFebruary 1, 2017, by:•each of the directors of the EQM General Partner;•each of the named executive officers of the EQM General Partner; and•all directors and executive officers of the EQM General Partner as a group.The amounts and percentages of units beneficially owned are reported on the basis of SEC regulations governing the determination of beneficialownership of securities. Under the rules of the SEC, a person is deemed to be a "beneficial owner" of a security if that person has or shares "voting power,"which includes the power to vote or to direct the voting of such security, or "investment power," which includes the power to dispose of or to direct thedisposition of such security. Except as indicated by footnote, the persons named in the table below have sole voting and investment power with respect to allunits116Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsshown as beneficially owned by them, subject to community property laws where applicable, and none of the units are subject to a pledge.Percentage of total units beneficially owned is based on 80,581,758 EQM common units and 266,165,000 EQGP common units outstanding as ofFebruary 1, 2017.NAME OF BENEFICIAL OWNER (1) EQM COMMONUNITSBENEFICIALLYOWNED (2) (3) PERCENTAGEOF EQMCOMMONUNITSBENEFICIALLYOWNED EQGP COMMON UNITSBENEFICIALLY OWNED (2) PERCENTAGEOF EQGPCOMMONUNITSBENEFICIALLYOWNEDDavid L. Porges 42,148 * 56,263 *Robert J. McNally — * — *Randall L. Crawford 32,897 * 100,000 *Lewis B. Gardner 9,359 * 28,503 *Steven T. Schlotterbeck 7,897 * 37,762 *Jimmi Sue Smith 2,146 * 7,538 *Julian M. Bott 9,895 * — *Michael A. Bryson (4) 11,545 * — *Lara E. Washington 4,909 * — *Philip P. Conti 13,268 * — *Theresa Z. Bone 10,000 * — *All directors and executive officersas a group (11 individuals) 144,064 * 230,066 * * Less than 1%. (1)Unless otherwise indicated, the address for all beneficial owners in this table is c/o EQT Midstream Partners, LP, 625 Liberty Avenue, Suite 1700, Pittsburgh, PA15222, Attn: Corporate Secretary.(2)This column reflects the number of common units held of record or owned through a bank, broker or other nominee.(3)For Messrs. Bott and Bryson and Ms. Washington, this column includes phantom units, including accrued distributions, to be settled in EQM common units, in thefollowing amounts: Mr. Bott - 7,895 units; Mr. Bryson - 7,895 units; and Ms. Washington - 4,909 units.(4)EQM common units beneficially owned include 2,000 common units that are held in Mrs. Bryson's revocable trust.Percentage of total shares of EQT Corporation beneficially owned is based on 173,332,076 shares outstanding as of February 1, 2017.Name ExercisableStock Options (1) Number of EQT SharesBeneficially Owned (2) Percent ofClass (3)David L. Porges (4) 322,500 519,534 *Robert J. McNally — 15,560 *Randall L. Crawford 152,000 78,939 *Lewis B. Gardner 20,300 39,648 *Steven T. Schlotterbeck (5) 153,700 152,002 *Jimmi Sue Smith — 751 *Julian M. Bott — — —Michael A. Bryson — — —Lara E. Washington — — —Philip P. Conti (6) 84,900 73,384 *Theresa Z. Bone 19,400 26,231 *All directors and executive officers as a group (11 individuals) 752,800 906,049 *117Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents * Less than 1%. (1)This column reflects the number of shares of EQT common stock that the executive officers and directors had a right to acquire within 60 days after February 1,2017 through the exercise of stock options.(2)This column reflects shares held of record and shares owned through a bank, broker or other nominee, including, for EQT employees, shares owned through EQT’s401(k) plan.(3)This column reflects (i) the sum of the shares beneficially owned and the stock options exercisable within 60 days of February 1, 2017, as a percentage of (ii) thesum of EQT’s outstanding shares at February 1, 2017, and all options exercisable within 60 days of February 1, 2017.(4)Shares beneficially owned include 50,000 shares that are held in a trust of which Mr. Porges is a co-trustee and in which he shares voting and investment power.(5)Shares beneficially owned include 28,012 shares owned by Mr. Schlotterbeck's wife.(6)Shares beneficially owned include 5,000 shares that are held in the Conti Family Foundation in which Mr. Conti has sole voting and investment power.The following table sets forth the beneficial ownership of each person known by EQM to be a beneficial owner of more than 5% of EQM’soutstanding common units:NAME OF BENEFICIAL OWNER COMMON UNITSBENEFICIALLY OWNED PERCENTAGE OF COMMON UNITSBENEFICIALLY OWNEDEQT Corporation(1) 21,811,643 27.1%625 Liberty Avenue Pittsburgh, PA 15222 Tortoise Capital Advisors, L.L.C.(2) 7,793,194 10.1%11550 Ash Street, Suite 300 Leawood, KS 66211 ALPS Advisors, Inc. (3) 4,287,352 5.53%1290 Broadway, Suite 1100 Denver, CO 80203 (1)EQGP held 21,811,643 EQM common units as of February 1, 2017. EQT is the ultimate parent company of EQGP and, therefore, may be deemed to beneficially ownthe units held by EQGP.(2)Information based on a SEC Schedule 13G filed on January 8, 2016 reporting that Tortoise Capital Advisors, L.L.C. has sole voting and dispositive power over 115,848common units, shared voting power over 7,044,356 common units and shared dispositive power over 7,677,346 common units.(3)Information based on a SEC Schedule 13G filed on February 3, 2016 reporting that ALPS Advisors, Inc. has shared voting and dispositive power over 4,287,352common units, of which 4,268,459 common units are attributable to Alerian MLP ETF, an investment company to which ALPS Advisors, Inc. furnishes investmentadvice. Alerian MLP ETF has shared voting and dispositive power with respect to the 4,268,459 common units. 118Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsSecurities Authorized for Issuance under Equity Compensation PlansThe following table provides information as of December 31, 2016 with respect to EQM’s common units that may be issued under the 2012 Long-Term Incentive Plan, which did not require approval by EQM’s unitholders.PLAN CATEGORY NUMBER OFSECURITIES TOBEISSUED UPONEXERCISE OFOUTSTANDINGOPTIONS,WARRANTSAND RIGHTS WEIGHTEDAVERAGEEXERCISE PRICE OFOUTSTANDINGOPTIONS,WARRANTS ANDRIGHTS NUMBER OFSECURITIESREMAININGAVAILABLE FORFUTURE ISSUANCEUNDEREQUITYCOMPENSATIONPLANS (EXCLUDINGSECURITIESREFLECTED INCOLUMN A) (A) (B) (C)Equity Compensation Plans Approved by Unitholders — — —Equity Compensation Plans Not Approved by Unitholders (1) 231,754 N/A 1,536,492Total 231,754 N/A 1,536,492(1)The Board adopted the 2012 Long-Term Incentive Plan in connection with the IPO of EQM’s common units. EQT Midstream Services, LLC 2012 Long-Term Incentive PlanThe EQM General Partner adopted the EQT Midstream Services, LLC 2012 Long-Term Incentive Plan for employees and non-employee directors ofthe EQM General Partner and any of its affiliates. The EQM General Partner may issue long-term equity based awards under the plan. EQM is responsible forthe cost of awards granted under the plan. Employees and non-employee directors of the EQM General Partner or any affiliate, including subsidiaries, areeligible to receive awards under the plan.The aggregate number of units that may be issued under the plan is 2,000,000 units, subject to proportionate adjustment in the event of unit splitsand similar events. Units underlying options and unit appreciation rights will count as one unit, and units underlying all other unit-based awards will countas two units, against the number of units available for issuance under the plan. Units subject to awards that terminate or expire unexercised, or are canceled,forfeited or lapse for any reason, and units underlying awards that are ultimately settled in cash, will again become available for future grants of awards underthe plan. Units delivered by the participant or withheld from an award to satisfy tax withholding requirements, and units delivered or withheld to pay theexercise price of an option, will not be used to replenish the plan unit reserve.The plan is administered by the Board or such other committee of the Board as may be designated by the Board to administer the plan.The plan authorizes the granting of awards in any of the following forms: phantom units, performance awards, restricted units, distributionequivalent rights, market-priced options to purchase units, unit appreciation rights, other unit-based awards that are denominated or payable in, valued inwhole or in part by reference to, or otherwise based on units, and cash-based awards.The Board may amend, suspend or terminate the plan at any time, except that no amendment may be made without the approval of EQM’sunitholders if unitholder approval is required by any federal or state law or regulation or by the rules of any exchange on which the units may then be listed,or if the amendment, alteration or other change materially increases the benefits accruing to participants, increases the number of units available under theplan or modifies the requirements for participation under the plan, or if the Board in its discretion determines that obtaining such unitholder approval is forany reason advisable.Common units to be delivered pursuant to awards under the plan may be common units acquired by the EQM General Partner in the open market,from any other person, directly from EQM or any combination of the foregoing. When EQM issues new common units upon the grant, vesting or payment ofawards under the plan, the total number of common units outstanding increases.119Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsItem 13. Certain Relationships and Related Transactions, and Director Independence Certain Relationships and Related TransactionsAs of February 1, 2017, EQGP owned 21,811,643 common units, representing a 26.6% limited partner interest in EQM, and, through its ownership ofthe EQM General Partner, EQGP indirectly held 1,443,015 general partner units, representing a 1.8% general partner interest in EQM, and 100% of theincentive distribution rights (IDRs). EQT is the ultimate parent company of EQGP and may, therefore, be deemed to beneficially own the units held by EQGP.Distributions and Payments to the EQM General Partner and Its AffiliatesThe following information summarizes the distributions and payments made or to be made by EQM to the EQM General Partner and its affiliates,including EQGP, in connection with EQM’s ongoing operation and any liquidation. These distributions and payments were determined before EQM’s IPO byand among affiliated entities and, consequently, are not the result of arm's-length negotiations.Operational Stage Distributions of available cash to the EQM General Partner and its affiliates. Unless distributions exceed the minimum quarterly distribution, EQMmakes distributions of available cash 98.2% to EQM’s common unitholders pro rata, including EQGP as the holder of 21,811,643 common units, and 1.8% tothe EQM General Partner. In addition, if distributions exceed the minimum quarterly distribution and other higher target levels, the EQM General Partner, byvirtue of its IDRs, is entitled to increasing percentages of the distributions, up to 48.0% of the distributions above the highest target level. Payments to the EQM General Partner and its affiliates. The EQM General Partner does not receive a management fee or other compensation formanaging EQM. The EQM General Partner and its affiliates are reimbursed, however, for all direct and indirect expenses incurred on EQM’s behalf. The EQMGeneral Partner determines the amount of these expenses. In addition, EQM reimburses EQT and its affiliates for the payment of certain operating expensesand for the provision of various general and administrative services for EQM’s benefit. Withdrawal or removal of the EQM General Partner. If the EQM General Partner withdraws or is removed, its general partner interest and its IDRs willeither be sold to the new general partner for cash or converted into common units, in each case for an amount equal to the fair market value of those interests.Liquidation Stage Upon EQM’s liquidation, the partners, including the EQM General Partner, will be entitled to receive liquidating distributions according to theircapital account balances.Agreements with EQT EQM and its affiliates have entered into various agreements with EQT and its affiliates other than EQM, as described in detail below. These agreementswere negotiated in connection with, among other things, the formation of EQM, the IPO and EQM’s acquisitions from EQT. These agreements address, amongother things, the acquisition of assets and the assumption of liabilities by EQM and its subsidiaries. These agreements were not the result of arm’s lengthnegotiations and, as such, they or underlying transactions may not be based on terms as favorable as those that could have been obtained from unaffiliatedthird parties. Omnibus Agreement EQM and the EQM General Partner have entered into an omnibus agreement with EQT, which governs EQM’s relationship with EQT regarding thefollowing matters:•EQM’s obligation to reimburse EQT and its affiliates for certain direct operating expenses paid on EQM’s behalf;•EQM’s obligation to reimburse EQT and its affiliates for providing EQM corporate, general and administrative services (the “general andadministrative expenses”);120Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents•EQM’s obligation to reimburse EQT and its affiliates for operation and management services pursuant to the operation and managementservices agreement with EQT, as described below under "Operation and Management Services Agreement" (the “operation and managementexpenses”);•EQT's obligation to indemnify or reimburse EQM for losses or expenses relating to or arising from, among other things, (i) certain plugging andabandonment obligations; (ii) certain bare steel replacement capital expenditures; (iii) certain pipeline safety costs; (iv) certain tax liabilitiesattributable to periods prior to the IPO; (v) assets previously owned by Equitrans, L.P. (Equitrans) and retained by EQT and its affiliates,including the Sunrise Pipeline; (vi) any claims related to Equitrans' previous ownership of the Big Sandy Pipeline; and (vii) any amounts owedto EQM by a third party that has exercised a contractual right of offset against amounts owed by EQT to such third party;•EQM’s obligation to indemnify EQT for losses attributable to (i) EQM's ownership or operation of assets acquired by EQM from EQT at the timeof the IPO, except to the extent EQT is obligated to indemnify EQM for such losses pursuant to the operation and management servicesagreement; and (ii) any amounts owed to EQT by a third party that has exercised a contractual right of offset against amounts owed by EQM tosuch third party; and•EQM’s use of the name "EQT" and related marks.On March 17, 2015, EQT, EQM and the EQM General Partner amended the omnibus agreement, effective as of January 1, 2015, to remove anyrestriction on reimbursement by EQM for any direct and indirect costs and expenses attributable to EQT’s long-term incentive programs. Such amendmentwas approved by the Conflicts Committee of the EQM General Partner.Reimbursement of Expenses Under the omnibus agreement, EQT performs, or causes its affiliates to perform, centralized corporate, general and administrative services for EQM,such as: legal, corporate recordkeeping, planning, budgeting, regulatory, accounting, billing, business development, treasury, insurance administration andclaims processing, risk management, health, safety and environmental, information technology, human resources, investor relations, cash management andbanking, payroll, internal audit, taxes and engineering. In exchange, EQM reimburses EQT and its affiliates for the expenses incurred by them in providingthese services. The omnibus agreement further provides that EQM reimburse EQT and its affiliates for EQM’s allocable portion of the premiums on anyinsurance policies covering EQM’s assets.EQM is required to reimburse EQT for any additional state income, franchise or similar tax paid by EQT resulting from the inclusion of EQM (and itssubsidiaries) in a combined state income, franchise or similar tax report with EQT as required by applicable law. The amount of any such reimbursement islimited to the tax that EQM (and its subsidiaries) would have paid had they not been included in a combined group with EQT.The table below sets forth the amounts and categories of expenses described above for which EQM was obligated to reimburse EQT pursuant to theomnibus agreement for the years ended December 31, 2016, 2015 and 2014. Years Ended December 31, 2016 2015 2014 (Thousands)DESCRIPTION OF EXPENSES Reimbursement of operation and management expenses$33,526 $31,310 $21,999Reimbursement of general and administrative expenses$63,255 $46,149 $25,051 The expenses for which EQM reimburses EQT and its subsidiaries may not necessarily reflect the actual expenses that EQM would incur on a stand-alone basis and EQM is unable to estimate what those expenses would be on a stand-alone basis. IndemnificationEQT's indemnification obligations to EQM include the following:•Plugging and abandonment liabilities. For a period of ten years after the closing of the IPO, which occurred on July 2, 2012, EQT is required toreimburse EQM for plugging and abandonment expenditures and other expenditures for certain identified wells of EQT and third parties. Thereimbursement obligation of EQT with respect to wells owned by third parties is capped at $1.2 million per year.121Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents•Bare steel replacement. EQT is required to reimburse EQM for bare steel replacement capital expenditures in the event that ongoingmaintenance capital expenditures (other than capital expenditures associated with plugging and abandonment liabilities to be reimbursed byEQT) exceed $17.2 million (with respect to EQM’s assets at the time of the IPO) in any year. If such ongoing maintenance capital expendituresand bare steel replacement capital expenditures exceed $17.2 million during a year, EQT is required to reimburse EQM for the lesser of (i) theamount of bare steel replacement capital expenditures during such year and (ii) the amount by which such ongoing capital expenditures andbare steel replacement capital expenditures exceeds $17.2 million. This bare steel replacement reimbursement obligation is capped at anaggregate amount of $31.5 million over the ten years following the IPO.•Pipeline Safety Cost Tracker Reimbursement. For a period of five years after the closing of the IPO, EQT is required to reimburse EQM for theamount by which the qualifying pipeline safety costs included in the annual pipeline safety cost tracker filings made by Equitrans with theFERC exceed the qualifying pipeline safety costs actually recovered each year.•Taxes. Until 60 days after the expiration of any applicable statute of limitations, EQT will indemnify EQM for any income taxes attributable tooperations or ownership of the assets prior to the closing of the IPO, including any such income tax liability of EQT and its affiliates that mayresult from EQM’s formation transactions.•Retained liabilities. EQT is required to indemnify EQM for any liabilities, claims or losses relating to or arising from assets owned orpreviously owned by EQM and retained by EQT and its affiliates following the closing of the IPO.•Big Sandy Pipeline. EQT is required to indemnify EQM for any claims related to Equitrans' previous ownership of the Big Sandy Pipeline,which was sold to a third party, including claims arising under the Big Sandy Purchase Agreement.•Contractual Offsets. EQT is required to indemnify EQM for any amounts owed to EQM by a third party that has exercised a contractual right ofoffset against amounts owed by EQT to such third party.The table below sets forth the amounts and categories of obligations described above for which EQT was obligated to indemnify and/or reimburseEQM pursuant to the omnibus agreement for the years ended December 31, 2016, 2015 and 2014. Years Ended December 31, 2016 2015 2014 (Thousands)DESCRIPTION OF OBLIGATION Plugging and abandonment liabilities$440 $26 $500Bare steel replacement— 6,268 —Other capital reimbursements$162 $1,198 $— Competition Under EQM’s partnership agreement, EQT and its affiliates, including EQGP, are expressly permitted to compete with EQM. EQT and any of itsaffiliates may acquire, construct or dispose of additional gathering, transmission and storage or other assets in the future without any obligation to offer EQMthe opportunity to purchase or construct those assets.Amendment and Termination The omnibus agreement can be amended by written agreement of all parties to the agreement. However, EQM may not agree to any amendment ormodification that would, in the determination of the EQM General Partner, be adverse in any material respect to the holders of EQM’s common units withoutthe prior approval of the Conflicts Committee. In the event of (i) a "change in control" (as defined in the omnibus agreement) of EQM, the EQM GeneralPartner or EQT or (ii) the removal of EQT Midstream Services, LLC as the EQM General Partner in circumstances where (a) "cause" (as defined in EQM’spartnership agreement) does not exist and the common units held by the EQM General Partner and its affiliates were not voted in favor of such removal or(b) cause exists, the omnibus agreement (other than the indemnification and reimbursement provisions therein) will be terminable by EQT, and EQM willhave a 90-day transition period to cease EQM’s use of the name "EQT" and related marks.122Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsOperation and Management Services Agreement Upon the closing of the IPO, EQM entered into an operation and management services agreement with EQT Gathering, LLC (EQT Gathering), anindirect wholly owned subsidiary of EQT, under which EQT Gathering provides EQM’s pipelines and storage facilities with certain operational andmanagement services, such as operation and maintenance of flow and pressure control, maintenance and repair of EQM’s pipelines and storage facilities,conducting routine operational activities, managing transportation and logistics, contract administration, gas control and measurement, engineering supportand such other services as EQM and EQT Gathering may mutually agree upon from time to time. EQM reimburses EQT Gathering for such services pursuantto the terms of the omnibus agreement.AVC Lease and October 2016 AcquisitionIn connection with EQT’s acquisition of an approximately 200-mile FERC-regulated natural gas transmission pipeline, referred to as the AVCfacilities, in December 2013, EQM entered into a lease agreement with EQT pursuant to which EQM marketed the capacity, entered into all agreements fortransportation and storage service with customers and operated the AVC facilities according to the terms of its tariff. The lease payment due each month wasthe lesser of the following alternatives: (1) a revenue-based payment reflecting the revenues generated by the operation of the AVC facilities minus the actualcosts of operating the AVC facilities and (2) a payment based on depreciation expense and pre-tax return on invested capital for the AVC facilities. As aresult, the payments made under the AVC lease were variable and did not have a net positive or negative impact on EQM’s distributable cash flow. As a resultof EQM’s acquisition of the AVC facilities, which is discussed below, EQM terminated the lease in the fourth quarter of 2016. The lease payments due relatedto 2016, 2015 and 2014 totaled $17.2 million, $22.1 million and $21.8 million, respectively.On October 13, 2016, EQM, Equitrans Investments, LLC, an indirect wholly-owned subsidiary of EQM (Equitrans Investments), Equitrans and EQMGathering Opco, LLC, an indirect wholly-owned subsidiary of EQM (EQM Gathering), entered into a purchase and sale agreement with EQT, EQT GatheringHoldings, LLC, an indirect wholly owned subsidiary of EQT (EQT Gathering Holdings), and EQT Gathering, pursuant to which (i) Equitrans acquired 100%of the outstanding limited liability company interests in Allegheny Valley Connector, LLC from EQT Gathering Holdings, (ii) Equitrans Investmentsacquired 100% of the outstanding limited liability company interests in Rager Mountain Storage Company LLC (Rager) from EQT Gathering Holdings, and(iii) EQM Gathering acquired certain gathering assets located in the Applegate/McIntosh, Terra, Three Rivers and D-497 development areas in southwesternPennsylvania and the Taurus development area in northern West Virginia from EQT Gathering (collectively, the October 2016 Acquisition). The closing ofthe October 2016 Acquisition occurred on October 13, 2016 and was effective as of October 1, 2016. The aggregate consideration paid by EQM to EQT inconnection with the October 2016 Acquisition was $275 million, which was funded with borrowings under EQM’s $750 million revolving credit facility. Inconnection with the October 2016 Acquisition, the AVC lease agreement was terminated.Jupiter Contribution AgreementOn April 30, 2014, EQM, the EQM General Partner, EQM Gathering and EQT Gathering entered into a contribution agreement pursuant to which, onMay 7, 2014, EQT contributed the Jupiter gathering system (Jupiter) to EQM Gathering (Jupiter Acquisition). The aggregate consideration paid by EQM toEQT in connection with the Jupiter Acquisition was approximately $1,180 million, consisting of a $1,121 million cash payment and issuance of 516,050EQM common units and 262,828 EQM general partner units.NWV Gathering Contribution AgreementOn March 10, 2015, EQM entered into a contribution and sale agreement pursuant to which, on March 17, 2015, EQT contributed the Northern WestVirginia Marcellus Gathering System (NWV Gathering) to EQM Gathering (NWV Gathering Acquisition). EQM paid total consideration of $925.7 million toEQT, consisting of approximately $873.2 million in cash, 511,973 EQM common units and 178,816 EQM general partner units.The contribution and sale agreement also contemplated the sale to EQM of a preferred interest in EQT Energy Supply, LLC, which at the time was anindirect wholly owned subsidiary of EQT. EQT Energy Supply, LLC generates revenue from services provided to an LDC. This sale was completed onApril 15, 2015. The consideration paid by EQM to EQT in connection with the acquisition of the preferred interest in EQT Energy Supply, LLC wasapproximately $124.3 million.123Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsMountain Valley PipelineOn March 30, 2015, EQM assumed EQT's interest in the MVP Joint Venture (the MVP Interest Acquisition). The MVP Joint Venture is a jointventure with affiliates of each of NextEra Energy, Inc., Consolidated Edison, Inc., WGL Holdings, Inc. and RGC Resources, Inc. EQM paid EQTapproximately $54.2 million related to the MVP Interest Acquisition, which represented EQM's reimbursement to EQT for 100% of the capital contributionsmade by EQT to the MVP Joint Venture as of March 30, 2015. As of February 9, 2017, EQM owned a 45.5% interest in the MVP Joint Venture and serves asthe operator of the Mountain Valley Pipeline (MVP) to be constructed by the joint venture. The estimated 300-mile MVP is currently targeted at 42 inches indiameter and a capacity of 2.0 Bcf per day, and will extend from EQM’s existing transmission and storage system in Wetzel County, West Virginia toPittsylvania County, Virginia. As currently designed, the MVP is estimated to cost a total of $3.0 billion to $3.5 billion, excluding AFUDC, with EQMfunding its proportionate share through capital contributions made to the joint venture. The MVP Joint Venture has secured a total of 2.0 Bcf per day of 20-year firm capacity commitments, including a 1.29 Bcf per day firm capacity commitment by EQT, and is currently in negotiation with additional shipperswho have expressed interest in the MVP project. The FERC issued the Draft Environmental Impact Statement for the project in September 2016 and iscurrently working to develop the Final Environmental Impact Statement. The pipeline is targeted to be placed in-service during the fourth quarter of 2018.Gas Gathering AgreementsOn April 30, 2014, EQT entered into a gas gathering agreement with EQT Gathering for gathering services on Jupiter (the Jupiter Gas GatheringAgreement). The Jupiter Gas Gathering Agreement has a 10-year term (with year-to-year rollovers), which began on May 1, 2014. Under the agreement, EQTsubscribed for approximately 225 MMcf per day of firm compression capacity which was available on Jupiter at that time. In the fourth quarter of 2014, EQMplaced one compressor station in service and added compression at the two existing compressor stations in Greene County, Pennsylvania. This expansionadded approximately 350 MMcf per day of compression capacity. EQT's firm capacity subscribed under the Jupiter Gas Gathering Agreement increased by200 MMcf per day effective December 1, 2014 and by 150 MMcf per day effective January 1, 2015. In the fourth quarter of 2015, EQM completed anadditional expansion project which brought the total Jupiter compression capacity to approximately 775 MMcf per day. EQT’s firm capacity subscribedunder the Jupiter Gas Gathering Agreement increased by approximately 50 MMcf per day effective October 1, 2015 and approximately 150 MMcf per dayeffective November 1, 2015. The Jupiter Gas Gathering Agreement provides for separate 10-year terms (with year-to-year rollovers) for the compressioncapacity associated with each expansion project. EQT also agreed to pay a monthly usage fee for volumes gathered in excess of firm compression capacity. Inconnection with the closing of the Jupiter Acquisition, the Jupiter Gas Gathering Agreement was assigned to EQM Gathering. On March 10, 2015, EQT entered into two gas gathering agreements with EQT Gathering for gathering services on the NWV Gathering system. Thegathering agreement for gathering services on the wet gas header pipeline (WG-100 Gas Gathering Agreement) has a 10-year term (with year-to-yearrollovers), beginning March 1, 2015. Under the agreement, EQT has subscribed for approximately 400 MMcf per day of firm capacity currently available onthe wet gas header pipeline. EQT also agreed to pay a usage fee for each dekatherm of natural gas gathered in excess of firm capacity. In connection with theclosing of the NWV Gathering Acquisition, the WG-100 Gas Gathering Agreement was assigned to EQM Gathering. The gas gathering agreement for gathering services in the Mercury, Pandora, Pluto and Saturn development areas (MPPS Gas Gathering Agreement)has a 10-year term (with year-to-year rollovers), beginning March 1, 2015. Under the agreement, EQT initially subscribed for approximately 200 MMcf perday of firm capacity then available in the Mercury development area, 40 MMcf per day of firm compression capacity in the Pluto development area and 220MMcf per day of firm compression capacity in the Saturn development area. EQT's firm capacity subscribed under the MPPS Gas Gathering Agreementincreased by 100 MMcf per day effective December 1, 2015 related to the completed expansion project in the Pandora development area. An additionalexpansion project brought the total Saturn compression capacity to 300 MMcf per day effective November 1, 2016. EQT has agreed to separate 10-year terms(with year-to-year rollovers) for the compression capacity associated with each expansion project. EQT also agreed to pay a usage fee for each dekatherm ofnatural gas gathered in excess of firm capacity. In connection with the closing of the NWV Gathering Acquisition, the MPPS Gas Gathering Agreement wasassigned to EQM Gathering.Effective as of October 1, 2016, EQT entered into a 10-year (with year-to-year rollovers) gas gathering agreement for services in theApplegate/McIntosh and Terra development areas in southwestern Pennsylvania and the Taurus development area in northern West Virginia (the AMTTGathering Agreement). Under the agreement, EQT initially subscribed for total firm capacity of approximately 235 MMcf per day. The contracted firmcapacity under the agreement will increase to an aggregate of 365 MMcf per day during the life of the contract in connection with, among other things, anexpected expansion project in the Applegate/McIntosh development area. EQT also agreed to pay a usage fee for each dekatherm of natural gas gathered in124Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsexcess of firm capacity. In connection with the closing of the October 2016 Acquisition, the AMTT Gathering Agreement was assigned to EQM Gathering.Finally, EQT Energy, LLC (EQT Energy), an indirect wholly owned subsidiary of EQT, is a party to a gas gathering agreement with EQM forinterruptible service on EQM’s FERC-regulated low pressure gathering system. The agreement has a primary term of one year and renews automatically forone month periods, subject to 30 days prior written notice by either party to terminate. Service under this gathering agreement is fee based at the ratespecified in EQM’s tariff.For the years ended December 31, 2016, 2015 and 2014, EQT accounted for approximately 96%, 96% and 94%, respectively, of EQM's gatheringrevenues.Transportation Service and Precedent AgreementsFor the years ended December 31, 2016, 2015 and 2014, EQM’s transportation agreements with EQT accounted for approximately 73%, 61% and57%, respectively, of the natural gas throughput on EQM’s transmission and storage system and 56%, 53% and 51%, respectively, of EQM’s transmissionrevenues.EQT Energy has contracted for firm transmission capacity with a primary term through October of 2024. The reserved capacity under this contractwas 1,076 BBtu per day through August 1, 2016, is 1,035 BBtu through July 1, 2023 and will decrease as follows thereafter: 630 BBtu on July 1, 2023, 325BBtu on September 1, 2023 and 30 BBtu on October 1, 2024. EQT Energy’s firm transportation agreement will automatically renew for one year periodsupon the expiration of the primary term, subject to six months prior written notice by either party to terminate. EQM has also entered into an agreement withEQT Energy to provide interruptible transmission service, which is currently renewing automatically for one year periods, subject to six months prior writtennotice by either party to terminate.In October 2015, EQT Energy entered into a precedent agreement for 400 BBtu per day of firm transmission capacity utilizing proposed capacitywhich will be created by EQM’s proposed other transmission expansion projects. The firm transmission capacity will become available upon completion ofthe project, which EQM expects to be completed by November 1, 2018.In January 2016, EQT Energy entered into a firm transportation agreement for 650 BBtu per day of firm transmission capacity on EQM's Ohio ValleyConnector pipeline. The firm transmission capacity became available when the pipeline began service on October 1, 2016.Storage AgreementsEQT is not currently a party to any firm storage agreements with EQM. EQM does, however, provide interruptible storage and lending and parkingservices to EQT pursuant to Rate Schedules INSS and LPS. For the years ended December 31, 2016, 2015 and 2014, EQT accounted for approximately 1%,1% and 2%, respectively, of EQM’s storage revenues. The table below sets forth the revenues recognized by EQM with respect to the gathering, transmission and storage agreements described above withEQT for the years ended December 31, 2016, 2015 and 2014. Years Ended December 31, 2016 2015 2014 (Thousands)DESCRIPTION OF REVENUE Gathering$380,164 $321,173 $220,775Transmission and storage$171,189 $141,198 $116,357 EQT Corporation Guaranty EQT has guaranteed all payment obligations, plus interest and any other charges, due and payable by EQT Energy to Equitrans pursuant to theagreements discussed above, up to $50 million. This guaranty will terminate on November 30, 2023 unless terminated earlier by EQT by providing 10 dayswritten notice.125Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents364-day Uncommitted Revolving Loan AgreementOn October 26, 2016, EQM entered into a $500 million, 364-day, uncommitted revolving loan agreement with EQT (the 364-Day Facility).The 364-Day Facility will mature on October 25, 2017 and will automatically renew for successive 364-day periods unless EQT delivers a non-renewal noticeat least 60 days prior to the then current maturity date. EQM may terminate the 364-Day Facility at any time by repaying in full the unpaid principal amountof all loans together with interest thereon. The 364-Day Facility is available for general partnership purposes and does not contain any covenants other thanthe obligation to pay accrued interest on outstanding borrowings. Interest will accrue on any outstanding borrowings at an interest rate equal to the rate thenapplicable to similar loans under the $750 Million Facility, or a successor revolving credit facility, less the sum of (i) the then applicable commitment feeunder the $750 Million Facility and (ii) 10 basis points. As of February 9, 2017, there have been no borrowings under the 364-Day Facility.Acreage Dedication Pursuant to an acreage dedication to EQM by EQT, EQM has the right to elect to transport, at a negotiated rate, which will be the higher of a market orcost of service rate, all natural gas produced from wells drilled by EQT on the dedicated acreage, which is an area covering approximately 60,000 acressurrounding EQM’s storage assets in Allegheny, Washington and Greene counties in Pennsylvania and Wetzel, Marion, Taylor, Tyler, Doddridge, Harrisonand Lewis counties in West Virginia. The acreage dedication is contained in a sublease agreement in which EQM granted to EQT all of the oil and gasinterests, including the exclusive rights to drill, explore for, produce and market such oil and gas, EQM had received as part of certain of its oil and gasleasehold estates EQM uses for gas storage and protection. Furthermore, if EQT acquires acreage with natural gas storage rights within the area of mutualinterest established by the acreage dedication, then EQT will enter into an agreement with EQM to permit it to store natural gas on such acreage. Likewise, ifEQM acquires acreage within the area of mutual interest with natural gas or oil production, development, marketing and exploration rights, such acreage willautomatically become subject to EQT's rights under the acreage dedication.Review, Approval or Ratification of Transactions with Related PersonsThe Board has adopted a related person transaction approval policy that establishes procedures for the identification, review and approval of relatedperson transactions. Pursuant to the policy, the management of the EQM General Partner is charged with primary responsibility for determining whether,based on the facts and circumstances, a proposed transaction is a related person transaction.For purposes of the policy, a "Related Person" is any director or executive officer of the EQM General Partner, any nominee for director, anyunitholder known to EQM to be the beneficial owner of more than 5% of any class of EQM’s voting securities, and any immediate family member of any suchperson. A "Related Person Transaction" is generally a transaction in which EQM is, or the EQM General Partner or any of its subsidiaries is, a participant,where the amount involved exceeds $120,000, and a Related Person has a direct or indirect material interest. Transactions resolved under the conflictsprovision of EQM’s partnership agreement are not required to be reviewed or approved under the policy. Please read "Conflicts of Interest" below.To assist management in making this determination, the policy sets forth certain categories of transactions that are deemed to be pre-approved by theBoard under the policy. The transactions which are automatically pre-approved include (i) transactions involving employment of the EQM General Partner’sexecutive officers, as long as the executive officer is not an immediate family member of another of the EQM General Partner’s executive officers or directorsand the compensation paid to such executive officer was approved by the Board; (ii) transactions involving compensation and benefits paid to the EQMGeneral Partner’s directors for service as a director; (iii) transactions on competitive business terms with another company in which a director or immediatefamily member of the director's only relationship is as an employee or executive officer, a director, or beneficial owner of less than 10% of that company'sshares, provided that the amount involved does not exceed the greater of $1,000,000 or 2% of the other company's consolidated gross revenues;(iv) transactions where the interest of the Related Person arises solely from the ownership of a class of equity securities of EQM, and all holders of that class ofequity securities receive the same benefit on a pro rata basis; (v) transactions where the rates or charges involved are determined by competitive bids;(vi) transactions involving the rendering of services as a common or contract carrier or public utility at rates or charges fixed in conformity with law orgovernmental regulation; (vii) transactions involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture or similarservices; and (viii) any charitable contribution, grant or endowment by EQM or any affiliated charitable foundation to a charitable or non-profit organization,foundation or university in which a Related Person's only relationship is as an employee or a director or trustee, provided the aggregate amount involveddoes not exceed the greater of $1,000,000 or 2% of the recipient's consolidated gross revenues.126Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsIf, after applying these categorical standards and weighing all of the facts and circumstances, management determines that a proposed transaction isa Related Person Transaction, management must present the proposed transaction to the Board for review or, if impracticable under the circumstances, to thechairman of the Board. The Board must then either approve or reject the transaction in accordance with the terms of the policy taking into account all factsand circumstances, including (i) the benefits to EQM of the transaction; (ii) the terms of the transaction; (iii) the terms available to unaffiliated third partiesand employees generally; (iv) the extent of the affected director or executive officer's interest in the transaction; and (v) the potential for the transaction toaffect the individual's independence or judgment. The Board of the EQM General Partner may, but is not required to, seek the approval of the ConflictsCommittee for the resolution of any related person transaction. Conflicts of InterestConflicts of interest exist and may arise in the future as a result of the relationships between the EQM General Partner and its affiliates, includingEQT, on the one hand, and EQM and its limited partners, on the other hand. The directors and officers of the EQM General Partner have duties to manage theEQM General Partner in a manner beneficial to its owners. At the same time, the EQM General Partner has a duty to manage EQM in a manner beneficial toEQM and its limited partners. The Delaware Revised Uniform Limited Partnership Act provides that Delaware limited partnerships may, in their partnershipagreements, expand, restrict or eliminate the fiduciary duties otherwise owed by a general partner to limited partners and the partnership. Pursuant to theseprovisions, EQM’s partnership agreement contains various provisions replacing the fiduciary duties that would otherwise be owed by its general partner withcontractual standards governing the duties of the general partner and the methods of resolving conflicts of interest. EQM’s partnership agreement alsospecifically defines the remedies available to limited partners for actions taken that, without these defined liability standards, might constitute breaches offiduciary duty under applicable Delaware law.Whenever a conflict arises between the EQM General Partner or its affiliates, on the one hand, and EQM or any other partner, on the other, the EQMGeneral Partner will resolve that conflict. The EQM General Partner may seek the approval of such resolution from the Conflicts Committee of the Board.There is no requirement that the EQM General Partner seek the approval of the Conflicts Committee for the resolution of any conflict, and, under EQM’spartnership agreement, the EQM General Partner may decide to seek such approval or resolve a conflict of interest in any other way permitted by thepartnership agreement, as described below, in its sole discretion. The EQM General Partner will decide whether to refer the matter to the Conflicts Committeeon a case-by-case basis. An independent third party is not required to evaluate the fairness of the resolution.The EQM General Partner will not be in breach of its obligations under the partnership agreement or its duties to EQM or its limited partners if theresolution of the conflict is:•approved by the Conflicts Committee of the EQM General Partner, although the EQM General Partner is under no obligation to seek suchapproval;•approved by the vote of a majority of the outstanding common units, excluding any common units owned by the EQM General Partner or any ofits affiliates;•determined by the Board to be on terms no less favorable to EQM than those generally being provided to or available from unrelated thirdparties; or•determined by the Board to be fair and reasonable to EQM, taking into account the totality of the relationships among the parties involved,including other transactions that may be particularly favorable or advantageous to EQM.The EQM General Partner may, but is not required to, seek the approval of such resolution from the Conflicts Committee of its Board. If the EQMGeneral Partner does not seek approval from the Conflicts Committee and the Board determines that the resolution or course of action taken with respect tothe conflict of interest satisfies either of the standards set forth in the third and fourth bullet points above, then it will be presumed that, in making itsdecision, the Board acted in good faith, and in any proceeding brought by or on behalf of any limited partner or EQM challenging such determination, theperson bringing or prosecuting such proceeding will have the burden of overcoming such presumption. In resolving conflicts of interest under the standardset forth in the fourth bullet point above, the EQM partnership agreement permits the Board to take into account the totality of the relationships among theparties involved, including other transactions that may be particularly favorable or advantageous to EQM, in determining what is fair and reasonable toEQM. Fair and reasonable is not defined in the EQM partnership agreement and what constitutes fair and reasonable will depend on the circumstances.Furthermore, the EQM partnership agreement permits the EQM General Partner Board to consult with legal counsel, investment bankers and other advisors inmaking decisions, though the extent to which the Board will seek such advice will depend on the facts and circumstances of the transaction beingconsidered. If the EQM General Partner Board reasonably believes that advice or an opinion provided by such advisors is within such person's professional orexpert competence, then any act taken in reliance127Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsupon such advice or opinion will conclusively be deemed to be fair and reasonable. Unless the resolution of a conflict is specifically provided for in EQM’spartnership agreement, the EQM General Partner or the Conflicts Committee of its Board may consider any factors it determines in good faith to considerwhen resolving a conflict. When EQM’s partnership agreement requires someone to act in good faith, it requires that person to subjectively believe that he isacting in the best interests of EQM or meets the specified standard, for example, a transaction on terms no less favorable to EQM than those generally beingprovided to or available from unrelated third parties.Director Independence The NYSE does not require a listed publicly traded limited partnership, such as EQM, to have a majority of independent directors on the board ofdirectors of its general partner. To assist it in determining the independence of the directors of the EQM General Partner, the Board established guidelines,which are included in its corporate governance guidelines and conform to the independence requirements under the NYSE listing standards. For a discussionof the independence of the Board, please see Item 10, “Directors, Executive Officers and Corporate Governance-Committees of the Board of Directors.”Item 14. Principal Accounting Fees and Services Ernst & Young LLP served as EQM’s independent auditor for the year ended December 31, 2016. The following chart details the fees billed to EQMby Ernst & Young LLP during 2016 and 2015: Years Ended December 31, 2016 2015Audit fees (1)$843,092 $1,119,436Audit-related fees (2)15,000 52,500Tax fees— —All other fees— —Total$858,092 $1,171,936 (1)Includes fees for the audit of EQM’s annual financial statements and internal control over financial reporting, reviews of financial statements included in EQM’s quarterlyreports on Form 10-Q, and services that are normally provided in connection with statutory and regulatory filings or engagements, including certain attest engagements,comfort letter procedures and consents.(2)Includes fees for services associated with EQM acquisitions from EQT and attest engagements not required by statute or regulation.The Audit Committee of the EQM General Partner has adopted a policy regarding the services of its independent auditors under which EQM’sindependent accounting firm is not allowed to perform any service that may have the effect of jeopardizing the independent public accountant’sindependence. Without limiting the foregoing, the independent accounting firm shall not be retained to perform the following:•Bookkeeping or other services related to the accounting records or financial statements•Financial information systems design and implementation•Appraisal or valuation services, fairness opinions or contribution-in-kind reports•Actuarial services•Internal audit outsourcing services•Management functions•Human resources functions•Broker-dealer, investment adviser or investment banking services•Legal services•Expert services unrelated to the audit•Prohibited tax services All audit and permitted non-audit services must be pre-approved by the Audit Committee. The Audit Committee has delegated specific pre-approvalauthority with respect to audit and permitted non-audit services to the Chairman of the Audit Committee but only where pre-approval is required to be actedupon prior to the next Audit Committee meeting and where the aggregate audit and permitted non-audit services fees are not more than $75,000. The AuditCommittee encourages management to seek pre-approval from the Audit Committee at its regularly scheduled meetings. In 2016, 100% of the professionalfees reported as audit-related fees were pre-approved pursuant to the above policy.128Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsThe Audit Committee has approved the appointment of Ernst & Young LLP as EQM’s independent auditor to conduct the audit of EQM’sconsolidated financial statements for the year ended December 31, 2017.PART IV Item 15. Exhibits and Financial Statement Schedules (a) 1 Financial Statements The financial statements listed in the accompanying index to financial statements are filed as part of this Annual Report on Form 10-K. 2 Financial Statement Schedules All schedules are omitted since the subject matter thereof is either not present or is not present in amounts sufficient to require submission ofthe schedules. 3 Exhibits The exhibits listed on the accompanying index to exhibits are filed as part of this Annual Report on Form 10-K. EQT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES INDEX TO FINANCIAL STATEMENTS COVEREDBY REPORT OF INDEPENDENT REGISTEREDPUBLIC ACCOUNTING FIRM 1. The following consolidated financial statements of EQT Midstream Partners, LP and Subsidiaries are included in Item 8:Page ReferenceStatements of Consolidated Operations for each of the three years in the period ended December 31, 201664Statements of Consolidated Cash Flows for each of the three years in the period ended December 31, 201665Consolidated Balance Sheets as of December 31, 2016 and 201566Statements of Consolidated Partners’ Capital for each of the three years in the period ended December 31, 201667Notes to Consolidated Financial Statements68129Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsINDEX TO EXHIBITS ExhibitsDescriptionMethod of Filing2.1Agreement and Plan of Merger, dated as of July 15, 2013, by and among EQTInvestments Holdings, LLC, EQT Midstream Services, LLC, Sunrise Pipeline,LLC, EQT Midstream Partners, LP and Equitrans, L.P. EQT Midstream Partners, LPwill furnish supplementally a copy of any omitted schedule and similarattachment to the SEC upon request.Incorporated herein by reference to Exhibit 2.1 toForm 8-K (#001-35574) filed on July 15, 2013.2.2Contribution Agreement, dated as of April 30, 2014, by and among EQTMidstream Partners, LP, EQT Midstream Services, LLC, EQM Gathering Opco,LLC and EQT Gathering, LLC. EQT Midstream Partners, LP will furnishsupplementally a copy of any omitted schedule and similar attachment to the SECupon request.Incorporated herein by reference to Exhibit 2.1 to Form8-K (#001-35574) filed on April 30, 2014.2.3Contribution and Sale Agreement, dated as of March 10, 2015, by and among EQTMidstream Partners, LP, EQT Midstream Services, LLC, EQM Gathering Opco,LLC, EQT Corporation, EQT Gathering, LLC, EQT Energy Supply Holdings, LP,and EQT Energy, LLC. EQT Midstream Partners, LP will furnish supplementally acopy of any omitted schedule and similar attachment to the SEC upon request.Incorporated herein by reference to Exhibit 2.1 to Form8-K (#001-35574) filed on March 10, 2015.2.4Purchase and Sale Agreement, dated as of October 13, 2016, by and among EQTCorporation, EQT Gathering Holdings, LLC, EQT Gathering, LLC, EQTMidstream Partners, LP, Equitrans Investments, LLC, Equitrans, L.P. and EQMGathering Opco, LLC. EQT Midstream Partners, LP will furnish supplementally acopy of any omitted schedule and similar attachment to the SEC upon request.Incorporated herein by reference to Exhibit 2.1 to Form8-K (#001-35574) filed on October 13, 2016.3.1Certificate of Limited Partnership of EQT Midstream Partners, LP.Incorporated herein by reference to Exhibit 3.1 toForm S-1 Registration Statement (#333-179487) filed onFebruary 13, 2012.3.2First Amended and Restated Agreement of Limited Partnership of EQT MidstreamPartners, LP, dated as of July 2, 2012.Incorporated herein by reference to Exhibit 3.2 toForm 8-K (#001-35574) filed on July 2, 2012.3.3Amendment No. 1 to the First Amended and Restated Agreement of LimitedPartnership of EQT Midstream Partners, LP, dated as of July 24, 2014.Incorporated herein by reference to Exhibit 3.1 to Form10-Q (#001-35574) for the quarterly period ended June30, 2014.3.4Amendment No. 2 to the First Amended and Restated Agreement of LimitedPartnership of EQT Midstream Partners, LP, dated as of July 23, 2015.Incorporated herein by reference to Exhibit 3.1 to Form10-Q (#001-35574) for the quarterly period ended June30, 2015.3.5Certificate of Formation of EQT Midstream Services, LLC.Incorporated herein by reference to Exhibit 3.3 toForm S-1 Registration Statement (#333-179487) filed onFebruary 13, 2012.3.6Third Amended and Restated Limited Liability Company Agreement of EQTMidstream Services, LLC, dated as of May 15, 2015.Incorporated herein by reference to Exhibit 3.1 to Form8-K (#001-35574) filed on May 15, 2015.4.1Indenture, dated as of August 1, 2014, by and among EQT Midstream Partners, LP,as issuer, the subsidiaries of EQT Midstream Partners, LP party thereto, and TheBank of New York Mellon Trust Company, N.A., as trustee.Incorporated herein by reference to Exhibit 4.1 to Form8-K (#001-35574) filed on August 1, 2014.4.2First Supplemental Indenture, dated as of August 1, 2014, by and among EQTMidstream Partners, LP, as issuer, the subsidiaries of EQT Midstream Partners, LPparty thereto, and The Bank of New York Mellon Trust Company, N.A., as trustee.Incorporated herein by reference to Exhibit 4.2 to Form8-K (#001-35574) filed on August 1, 2014.Each management contract and compensatory arrangement in which any director or any named executive officer participates has been marked with anasterisk (*)130Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsINDEX TO EXHIBITSExhibitsDescriptionMethod of Filing4.3Second Supplemental Indenture, dated as of November 4, 2016, by and betweenEQT Midstream Partners, LP, as issuer, and The Bank of New York Mellon TrustCompany, N.A., as trustee.Incorporated herein by reference to Exhibit 4.2 to Form8-K (#001-35574) filed on November 4, 2016.10.1Contribution, Conveyance and Assumption Agreement, dated as of July 2, 2012,by and among EQT Midstream Partners, LP, EQT Midstream Services, LLC,Equitrans Investments, LLC, Equitrans, L.P., Equitrans Services, LLC, EQTMidstream Investments, LLC, EQT Investments Holdings, LLC, ET Blue Grass,LLC and EQT Corporation.Incorporated herein by reference to Exhibit 10.1 toForm 8-K (#001-35574) filed on July 2, 2012.10.2Assignment and Assumption Agreement, dated as of March 30, 2015, by andamong EQT Gathering, LLC, EQT Midstream Partners, LP and MVP Holdco, LLC.Incorporated herein by reference to Exhibit 10.3 to Form10-Q (#001-35574) for the quarterly period ended March31, 2015.10.3(a)Omnibus Agreement, dated as of July 2, 2012, by and among EQT MidstreamPartners, LP, EQT Midstream Services, LLC and EQT Corporation.Incorporated herein by reference to Exhibit 10.2 toForm 8-K (#001-35574) filed on July 2, 2012.10.3(b)Amendment No. 1 to Omnibus Agreement, effective as of January 1, 2015, by andamong EQT Midstream Partners, LP, EQT Midstream Services, LLC and EQTCorporation.Incorporated herein by reference to Exhibit 10.1 to Form8-K (#001-35574) filed on March 17, 2015.10.4Amended and Restated Operation and Management Services Agreement, dated asof May 7, 2014, by and among Equitrans, L.P., EQT Midstream Partners, LP, EQTMidstream Services, LLC and EQT Gathering, LLC.Incorporated herein by reference to Exhibit 10.3 to Form10-K (#001-35574) for the year ended December 31,2014.10.5Equity Distribution Agreement, dated as of August 27, 2015, by and among EQTMidstream Partners, LP and the Managers named therein.Incorporated herein by reference to Exhibit 1.1 toForm 8-K (#001-35574) filed on August 27, 2015.10.6(a)Amended and Restated Revolving Credit Agreement, dated as of February 18,2014, by and among EQT Midstream Partners, LP, the subsidiaries of EQTMidstream Partners, LP party thereto, the lenders party thereto and Wells FargoBank, National Association, as administrative agent.Incorporated herein by reference to Exhibit 10.1 toForm 8-K (#001-35574) filed on February 18, 2014.10.6(b)First Amendment to Amended and Restated Credit Agreement and Release ofGuarantors, dated as of January 22, 2015, by and among EQT Midstream Partners,LP, the subsidiaries of EQT Midstream Partners, LP party thereto, the lenders partythereto and Wells Fargo Bank, National Association, as administrative agent.Incorporated herein by reference to Exhibit 10.1 to Form8-K (#001-35574) filed on January 22, 2015.10.7364-Day Uncommitted Revolving Loan Agreement, dated as of October 26, 2016,by and between EQT Corporation and EQT Midstream Partners, LP.Incorporated herein by reference to Exhibit 10.1 to Form10-Q (#001-35574) for the quarterly period endedSeptember 30, 2016.10.8(a)*EQT Midstream Services, LLC 2012 Long-Term Incentive Plan, dated as of July 2,2012.Incorporated herein by reference to Exhibit 10.5 toForm 8-K (#001-35574) filed on July 2, 2012.10.8(b)*Form of Phantom Unit Award Agreement.Incorporated herein by reference to Exhibit 10.6 toAmendment No. 2 to Form S-1 Registration Statement(#333-179487) filed on May 10, 2012.10.8(c)*Form of EQM Total Return Program Performance Award Agreement.Incorporated herein by reference to Exhibit 10.7 toAmendment No. 2 to Form S-1 Registration Statement(#333-179487) filed on May 10, 2012.10.8(d)*Form of 2014 EQM Value Driver Performance Award Agreement.Filed herewith as Exhibit 10.8(d).10.9(a)*Form of EQT Restricted Stock Unit Award Agreement (Standard).Filed herewith as Exhibit 10.9(a).10.9(b)*Form of EQT 2014 Value Driver Performance Award Agreement.Incorporated herein by reference to Exhibit 10.9 to Form10-K (#001-35574) for the year ended December 31,2014.Each management contract and compensatory arrangement in which any director or any named executive officer participates has been marked with anasterisk (*)131Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsINDEX TO EXHIBITSExhibitsDescriptionMethod of Filing10.9(c)*Form of EQT 2015 Value Driver Performance Award Agreement.Filed herewith as Exhibit 10.9(c).10.9(d)*Form of EQT 2016 Value Driver Performance Award Agreement.Filed herewith as Exhibit 10.9(d).10.9(e)*Form of EQT 2017 Value Driver Performance Award Agreement.Filed herewith as Exhibit 10.9(e).10.10*EQT Corporation 2016 Short-Term Incentive Plan.Filed herewith as Exhibit 10.10.10.11*Amended and Restated Confidentiality, Non-Solicitation and Non-CompetitionAgreement, dated as of September 10, 2016, by and between EQT Corporationand Jimmi Sue Smith.Filed herewith as Exhibit 10.11.10.12(a)*Amended and Restated Confidentiality, Non-Solicitation and Non-CompetitionAgreement, dated as of July 29, 2015, by and between EQT Corporation andTheresa Z. Bone.Incorporated herein by reference to Exhibit 10.3 to Form10-Q (#001-35574) for the quarterly period endedSeptember 30, 2015.10.12(b)*Amended and Restated Change of Control Agreement, dated as February 19,2013, by and between EQT Corporation and Theresa Z. Bone.Incorporated herein by reference to Exhibit 10.23 toForm 10-K (#001-35574) for the year ended December31, 2014.10.12(c)*Termination of Amended and Restated Change of Control Agreement, dated as ofJuly 29, 2015, by and between EQT Corporation and Theresa Z. Bone.Incorporated herein by reference to Exhibit 10.4 to Form10-Q (#001-35574) for the quarterly period endedSeptember 30, 2015.10.12(d)*Transition Agreement and General Release, dated as of September 9, 2016, by andbetween EQT Corporation and Theresa Z. Bone.Incorporated herein by reference to Exhibit 10.3 to Form10-Q (#001-35574) for the quarterly period endedSeptember 30, 2016.10.13*Form of Director and/or Executive Officer Indemnification Agreement.Incorporated herein by reference to Exhibit 10.15 toAmendment No. 3 to Form S-1 Registration Statement(#333-179487) filed on June 5, 2012.10.14(a)Sublease Agreement, effective as of March 1, 2011, by and betweenEquitrans, L.P. and EQT Production Company.Incorporated herein by reference to Exhibit 10.12 toAmendment No. 2 to Form S-1 Registration Statement(#333-179487) filed on May 10, 2012.10.14(b)Amendment of Sublease Agreement, dated as of April 5, 2012, by and betweenEquitrans, L.P. and EQT Production Company.Incorporated herein by reference to Exhibit 10.13 toAmendment No. 2 to Form S-1 Registration Statement(#333-179487) filed on May 10, 2012.10.15EQT Guaranty dated as of April 25, 2012, executed by EQT Corporation in favorof Equitrans, L.P.Incorporated herein by reference to Exhibit 10.11 toAmendment No. 2 to Form S-1 Registration Statement(#333-179487) filed on May 10, 2012.10.16Form of Transportation Service Agreement Applicable to Firm TransportationService Under Rate Schedule FTS by and between Equitrans, L.P. and EquitableGas Company, LLC.Incorporated herein by reference to Exhibit 10.9 toAmendment No. 2 to Form S-1 Registration Statement(#333-179487) filed on May 10, 2012.10.17Form of Transportation Service Agreement Applicable to No-Notice FirmTransportation Service Under Rate Schedule NOFT by and between Equitrans,L.P. and Equitable Gas Company, LLC.Incorporated herein by reference to Exhibit 10.10 toAmendment No. 2 to Form S-1 Registration Statement(#333-179487) filed on May 10, 2012.10.18Agreement to Extend Services Agreements, dated as of December 10, 2013, byand between Equitrans, L.P. and Equitable Gas Company, LLC.Incorporated herein by reference to Exhibit 10.10 toForm 10-K (#001-35574) for the year ended December31, 2013.10.19Transportation Service Agreement Applicable to Firm Transportation ServiceUnder Rate Schedule FTS, Contract No. EQTR 18679-852, dated as of December20, 2013, by and between Equitrans, L.P. and EQT Energy, LLC.Incorporated herein by reference to Exhibit 10.16 toForm 10-K (#001-35574) for the year ended December31, 2013.10.20Transportation Service Agreement Applicable to Firm Transportation ServiceUnder Rate Schedule FTS, Contract No. EQTR 20242-852, dated as of September24, 2014, by and between Equitrans, L.P. and EQT Energy, LLC.Incorporated herein by reference to Exhibit 10.5 to Form10-Q (#001-35574) for the quarterly period endedSeptember 30, 2015.Each management contract and compensatory arrangement in which any director or any named executive officer participates has been marked with anasterisk (*)132Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsINDEX TO EXHIBITS ExhibitsDescriptionMethod of Filing10.21Transportation Service Agreement Applicable to Firm Transportation ServiceUnder Rate Schedule FTS, dated as of January 8, 2016, by and between Equitrans,L.P. and EQT Energy, LLC.Incorporated herein by reference to Exhibit 10.23 toForm 10-K (#001-35574) for the year ended December31, 2015.10.22(a)Jupiter Gas Gathering Agreement, effective as of May 1, 2014, by and among EQTProduction Company and EQT Energy, LLC, on the one hand, and EQMGathering Opco, LLC (as assignee of EQT Gathering, LLC), on the other hand.Specific items in this exhibit have been redacted, as marked by three asterisks[***], because confidential treatment for those items was granted by the SEC. Theredacted material has been separately filed with the SEC.Incorporated herein by reference to Exhibit 10.1 toForm 10-Q (#001-35574) for the quarterly period endedJune 30, 2014.10.22(b)Amendment No. 1 to Jupiter Gas Gathering Agreement, dated as of December 17,2014, by and among EQT Production Company and EQT Energy, LLC, on the onehand, and EQM Gathering Opco, LLC, on the other hand.Incorporated herein by reference to Exhibit 10.24(b) toForm 10-K (#001-35574) for the year ended December31, 2015.10.22(c)Amendment No. 2 to Jupiter Gas Gathering Agreement, dated as of October 26,2015, by and among EQT Production Company and EQT Energy, LLC, on the onehand, and EQM Gathering Opco, LLC, on the other hand. Specific items in thisexhibit have been redacted, as marked by three asterisks [***], becauseconfidential treatment for those items was granted by the SEC. The redactedmaterial has been separately filed with the SEC.Incorporated herein by reference to Exhibit 10.24(c) toForm 10-K (#001-35574) for the year ended December31, 2015.10.22(d)Amendment No. 3 to Jupiter Gas Gathering Agreement, dated as of August 1,2016, by and among EQT Production Company and EQT Energy, LLC, on the onehand, and EQM Gathering Opco, LLC, on the other hand. Specific items in thisexhibit have been redacted, as marked by three asterisks [***], becauseconfidential treatment for those items was granted by the SEC. The redactedmaterial has been separately filed with the SEC.Incorporated herein by reference to Exhibit 10.2 to Form10-Q (#001-35574) for the quarterly period endedSeptember 30, 2016.10.23(a)Gas Gathering Agreement for the Mercury, Pandora, Pluto and Saturn GasGathering Systems, effective as of March 1, 2015, by and among EQT ProductionCompany and EQT Energy, LLC, on the one hand, and EQM Gathering Opco,LLC (as assignee of EQT Gathering, LLC), on the other hand. Specific items in thisexhibit have been redacted, as marked by three asterisks [***], becauseconfidential treatment for those items was granted by the SEC. The redactedmaterial has been separately filed with the SEC.Incorporated herein by reference to Exhibit 10.2 to Form8-K (#001-35574) filed on March 31, 2015.10.23(b)Amendment No. 1 to Gas Gathering Agreement for the Mercury, Pandora, Plutoand Saturn Gas Gathering Systems, dated as of September 18, 2015, by and amongEQT Production Company and EQT Energy, LLC, on the one hand, and EQMGathering Opco, LLC, on the other hand.Incorporated herein by reference to Exhibit 10.25(b) toForm 10-K (#001-35574) for the year ended December31, 2015.10.24Gas Gathering Agreement for the WG-100 Gas Gathering System, effective as ofMarch 1, 2015, by and among EQT Production Company and EQT Energy, LLC,on the one hand, and EQM Gathering Opco, LLC (as assignee of EQT Gathering,LLC), on the other hand. Specific items in this exhibit have been redacted, asmarked by three asterisks [***], because confidential treatment for those items wasgranted by the SEC. The redacted material has been separately filed with the SEC.Incorporated herein by reference to Exhibit 10.3 to Form8-K (#001-35574) filed on March 31, 2015.Each management contract and compensatory arrangement in which any director or any named executive officer participates has been marked with anasterisk (*)133Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsINDEX TO EXHIBITS ExhibitsDescriptionMethod of Filing10.25(a)Second Amended and Restated Limited Liability Company Agreement ofMountain Valley Pipeline, LLC, dated as of March 10, 2015, by and among MVPHoldco, LLC, US Marcellus Gas Infrastructure, LLC, WGL Midstream, Inc., VegaMidstream MVP LLC, VED NPI IV, LLC and Mountain Valley Pipeline, LLC.Specific items in this exhibit have been redacted, as marked by three asterisks[***], because confidential treatment for those items was granted by the SEC. Theredacted material has been separately filed with the SEC.Incorporated herein by reference to Exhibit 10.1 to Form8-K (#001-35574) filed on March 31, 2015.10.25(b)First Amendment to Second Amended and Restated Limited Liability CompanyAgreement of Mountain Valley Pipeline, LLC, dated as of January 21, 2016, byand among MVP Holdco, LLC, US Marcellus Gas Infrastructure, LLC andMountain Valley Pipeline, LLC. Specific items in this exhibit have been redacted,as marked by three asterisks [***], because confidential treatment for those itemswas granted by the SEC. The redacted material has been separately filed with theSEC.Incorporated herein by reference to Exhibit 10.1 to Form10-Q (#001-35574) for the quarterly period ended March31, 2016.10.25(c)Second Amendment to Second Amended and Restated Limited LiabilityCompany Agreement of Mountain Valley Pipeline, LLC, dated as of October 24,2016, by and among MVP Holdco, LLC, US Marcellus Gas Infrastructure, LLC,WGL Midstream, Inc., Vega Midstream MVP LLC, VED NPI IV, LLC andMountain Valley Pipeline, LLC. Specific items in this exhibit have been redacted,as marked by three asterisks [***], because confidential treatment for those itemshas been requested from the SEC. The redacted material has been separately filedwith the SEC.Filed herewith as Exhibit 10.25(c).12.1Ratio of Earnings to Fixed Charges.Filed herewith as Exhibit 12.1.21.1List of Subsidiaries of EQT Midstream Partners, LP.Filed herewith as Exhibit 21.1.23.1Consent of Independent Registered Public Accounting Firm.Filed herewith as Exhibit 23.1.31.1Rule 13(a)-14(a) Certification of Principal Executive Officer.Filed herewith as Exhibit 31.1.31.2Rule 13(a)-14(a) Certification of Principal Financial Officer.Filed herewith as Exhibit 31.2.32Section 1350 Certification of Principal Executive Officer and Principal FinancialOfficer.Furnished herewith as Exhibit 32.99.1Named Executive Officer Compensation 2016 Peer Companies (General Industry).Incorporated herein by reference to Exhibit 99 to Form10-K (#001-35574) for the year ended December 31,2015.99.2Named Executive Officer Compensation 2017 Peer Companies (General Industry).Filed herewith as Exhibit 99.2.101Interactive Data File.Filed herewith as Exhibit 101.Each management contract and compensatory arrangement in which any director or any named executive officer participates has been marked with anasterisk (*)134Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsSIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized. EQT Midstream Partners, LP By: EQT Midstream Services, LLC, its General Partner By:/s/ DAVID L. PORGESDavid L. PorgesPresident and Chief Executive OfficerFebruary 9, 2017 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrantand in the capacities and on the dates indicated. /s/ DAVID L. PORGESChairman, President and Chief ExecutiveOfficerFebruary 9, 2017David L. Porges(Principal Executive Officer) /s/ ROBERT J. MCNALLYDirector, Senior Vice President and ChiefFinancial OfficerFebruary 9, 2017Robert J. McNally(Principal Financial Officer) /s/ JIMMI SUE SMITHChief Accounting OfficerFebruary 9, 2017Jimmi Sue Smith(Principal Accounting Officer) /s/ JULIAN M. BOTTDirectorFebruary 9, 2017Julian M. Bott /s/ MICHAEL A. BRYSONDirectorFebruary 9, 2017Michael A. Bryson /s/ PHILIP P. CONTIDirectorFebruary 9, 2017Philip P. Conti /s/ LEWIS B. GARDNERDirectorFebruary 9, 2017Lewis B. Gardner /s/ STEVEN T. SCHLOTTERBECKDirectorFebruary 9, 2017Steven T. Schlotterbeck /s/ LARA E. WASHINGTONDirectorFebruary 9, 2017Lara E. Washington135Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 10.10EQT CORPORATION 2016 SHORT-TERM INCENTIVE PLANEQT CORPORATION (the “Company”) hereby establishes this EQT CORPORATION 2016 SHORT-TERM INCENTIVE PLAN(the “Plan”) as of this 1st day of January, 2016, in accordance with the terms provided herein.WHEREAS, the Company desires to establish an incentive plan which describes the goals of the Company and the methodologyfor awarding incentive amounts;NOW, THEREFORE, the Company hereby adopts the terms of the Plan as follows:Section 1. Incentive Program Purposes. The Company’s main purposes in providing the incentive programs described within thePlan (collectively, the “Incentive Programs”) are to maintain a competitive level of total cash compensation and to align the interests ofthe Company’s employees with those of the Company’s shareholders and customers and with the strategic objectives of the Company.By placing a portion of employee compensation at risk, the Company can reward performance based on the overall performance of theCompany, the business segment and the individual contribution of each employee.Section 2. Effective Date. The effective date of this Plan is January 1, 2016. The Plan will remain in effect for the calendar year2016 (the “Plan Year”) unless earlier replaced or terminated in accordance with Section 18 or the occurrence of a Change of Control asprovided in Section 15, or unless adopted with respect to future calendar years.Section 3. Eligibility. To be eligible for the Incentive Programs in the Plan Year, employees must execute an Alternative DisputeResolution Program Agreement and related documents on or before deadlines established by the Company. Additional eligibilityrequirements for each Incentive Program may be proposed from time to time by the appropriate business segment or functional officerand approved by the Company’s Chief Human Resources Officer. Based upon such eligibility requirements, the Company’s ChiefHuman Resources Officer or the Company’s Corporate Director, Compensation and Benefits, as applicable, may designate any eligibleemployee for participation in the Plan in his or her complete and sole discretion. Following initial designation of eligible employees inthe Plan Year, an eligible employee will be notified in writing of his or her participation, and a Plan document will be made available toall eligible employees.Section 4. Administration of the Plan. The Company’s Corporate Director, Compensation and Benefits shall administer allIncentive Programs under the general direction of the Company’s Chief Human Resources Officer; provided, however, that theManagement Development and Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”) shallat all times retain the discretion with respect to all Incentive Programs to reduce, eliminate or determine the source of any payment oraward hereunder without regard to any particular factors specified in the Plan. On an annual basis, the Committee must review andapprove (a) the Plan, (b) the methodology for determining the incentive pools, including the Financial Measures and the Value Drivers,as defined in Section 7 of the Plan, and (c) the projected payout under the Plan and under each Incentive Program. The Committee mustalso review and approve any proposed amendments to the Plan throughout the Plan Year.Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Section 5. Incentive Programs. The following Incentive Programs shall be administered under the Plan:•EQT Corporation Headquarters Short-Term Incentive Program;•EQT Commercial Short-Term Incentive Program;•EQT Production Short-Term Incentive Program; and•EQT Midstream Short-Term Incentive Program.Section 6. Definitions. The following provides the definition of certain Financial Measures, identified in Section 7 of the Plan, asmay be used in the Incentive Programs:(a)Earnings before Interest, Income Taxes, Depreciation and Amortization (“EBITDA”). Subject to Section 6(d) below,EBITDA is calculated as follows:Company EBITDA means 2016 EBITDA, as defined in and calculated in accordance with theCompany’s 2016 Value Driver Performance Award Agreements. Business unit EBITDA means total revenues of theapplicable business unit, minus total expenses of the applicable business unit, excluding (i) interest, income taxes,depreciation and amortization expenses, for the Plan Year, and (ii) gains/losses on derivatives not designated as hedges,in each case including the components thereof attributable to noncontrolling interests, if any. The calculation ofCompany and business unit EBITDA for the Plan Year will be calculated by the Company’s Chief Accounting Officerand submitted to the Company’s Chief Financial Officer for approval. The Company’s Chief Financial Officer willdetermine, for purposes of the Plan, the Company EBITDA and the applicable business unit’s EBITDA under thegeneral direction of the Committee.(b)Earnings before Interest, Income Taxes, Depreciation, Amortization and Exploration Expense (“EBITDAX”). Subject toSection 6(d) below, EBITDAX is calculated as follows:Company EBITDAX means, for the Plan Year, the Company’s income from continuing operations(which shall, for the avoidance of doubt, include income attributable to noncontrolling interests) (i) before interest,income taxes, depreciation, amortization and exploration expenses and (ii) excluding gains/losses on derivatives notdesignated as hedges, in each case including the components thereof attributable to noncontrolling interests. Businessunit EBITDAX means, for the Plan Year, total revenues of the applicable business unit, minus total expenses of theapplicable business unit, excluding in each case (i) interest, income taxes, depreciation, amortization and explorationexpenses and (ii) gains/losses on derivatives not designated as hedges, in each case including the components thereofattributable to noncontrolling interests. The calculation of Company and business unit EBITDAX for the Plan Year willbe calculated by the Company’s Chief Accounting Officer and submitted to the Company’s Chief Financial Officer forapproval. The Company’s Chief Financial Officer will determine, for purposes of the Plan, the Company EBITDAX andthe applicable business unit’s EBITDAX under the general direction of the Committee.-2- Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(c)Peer Group. The Committee may establish a peer group (“Peer Group”) for purposes of applying any peer comparativeto performance measures used in the Plan. Any changes to the Peer Group must be approved by the Committee.(d)Acquisitions/Dispositions. The calculations set forth in Sections 6(a) and 6(b) shall be adjusted to exclude the impact ofacquisitions and/or dispositions in which the total consideration paid, received or assumed is in excess of $100 million.Such calculations may also be adjusted, in the discretion of the Committee, to exclude the impact of acquisitions and/ordispositions in which the total consideration paid, received or assumed is in excess of $50 million and less than or equalto $100 million. For the avoidance of doubt, Dropdown Transactions (as hereinafter defined) shall not be deemed to bedispositions for purposes of the Plan. For purposes of the Plan, “Dropdown Transaction” means any transfer of assets,other than in the ordinary course of business, by the Company or any of its affiliates (other than EQT MidstreamPartners, LP (the “Partnership”) or any subsidiary of the Partnership) to the Partnership or any subsidiary of thePartnership, whether by sale of assets, merger or otherwise; provided that, upon the transfer of such assets, the assetscontinue to be consolidated in the Company’s financial statements.Section 7. Determination of Incentive Pools.(a)All Incentive Programs provide for incentive payments that are funded based on incentive pools. An incentive pool iscreated for each Incentive Program. The base amount of each incentive pool shall be determined by the extent to whichone or more specific and defined financial measures (the “Financial Measures”) and operational and efficiency measures(the “Operational and Efficiency Measures”) are achieved for the Plan Year. In addition, defined operational or strategicmeasures (“Value Drivers”) may affect the determination of the incentive pool, in the discretion of the Company’s ChiefExecutive Officer (the “CEO”). The Value Drivers for each of the Incentive Programs are attached hereto asAttachment A. For purposes of determining achievement of the Financial Measures under the Plan, the business planFinancial Measures will be adjusted to exclude, as applicable: (i) the planned impact of Dropdown Transactions that arenot consummated during the Plan Year; and (ii) if any event occurs after the commencement of the Plan Year thatcauses the Company to report discontinued operations for 2016 not contemplated in the Company’s 2016 business plan,the components of the business plan Financial Measures attributable to such discontinued operations.-3- Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(b)The following chart provides the specific Financial and Operational and Efficiency Measures for each of the IncentivePrograms:Incentive ProgramFinancial and Operational and EfficiencyMeasuresEQT Corporation HeadquartersCompany EBITDA to Business Plan (EQTYear to Year Comparison)EQT Midstream, EQT Production andEQT CommercialBusiness unit EBITDAXBusiness unit Operational and EfficiencyMeasures identified on Attachment A(c)The base amount of each incentive pool is determined based upon the Financial and Operational and EfficiencyMeasures listed above. Additional adjustments are made based on any minimum threshold amounts established therefor,and, if applicable, the Value Drivers, in accordance with the weightings assigned to each as listed on Attachment B.Attachment C to this Plan specifies the base or target amount for each incentive pool, expressed as the total of allIncentive Targets, as defined in Section 8 of the Plan, of those participants in each particular Incentive Program. Thetargets on Attachment C are automatically amended in the event of the addition of new hires as participants, theelimination of the targets of former participants, participant compensation changes and participant moves between poolsdue to job changes. No incentive pool shall exceed three (3) times the target set forth on Attachment C, subject to theadjustments described in the preceding sentence.(d)The CEO may, in his sole and absolute discretion, adjust the determination of the base amount of any business segmentincentive pool (i) by any amount ranging from a reduction of up to fifty percent (50%) of the target incentive pool to anincrease of up to an additional one hundred fifty percent (150%) of the target incentive pool, in each case based on theValue Drivers applicable to the particular business segment incentive pool, and (ii) by adjusting EBITDAX or EBITDAfor the impact of the prices of gas, oil and liquids and/or any extraordinary items, provided that such adjustment shall belimited to the difference between the business plan assumption and the actual impact of such items. The Committee may,in its sole and absolute discretion, adjust the determination of the base amount of the Headquarters incentive pool (i) byany amount based upon earnings per share and (ii) by adjusting EBITDAX or EBITDA for the impact of the prices ofgas, oil and liquids and/or any extraordinary items or performance factors determined by the Committee, provided thatsuch adjustment shall be limited to the difference between the business plan assumption and the actual impact of suchitems. Such adjustments by the CEO or the Committee may be either positive or negative. Notwithstanding the forgoing,under no circumstance shall the aggregate of all incentive pools exceed 6.5% of the Company’s EBITDAX for the PlanYear, calculated without adjusting EBITDAX for the impact of the prices of gas, oil and liquids and/or any extraordinaryitems or performance factors.Section 8. Incentive Targets. Each participant under the Plan shall be given an incentive target (an “Incentive Target”) that shallbe determined based on market competitive levels. All Incentive Targets shall be determined within ninety (90) days of thecommencement of each Plan-4- Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Year by the Company’s Corporate Director, Compensation and Benefits, in consultation with the appropriate business segment orfunctional officer and approved by the Company’s Chief Human Resources Officer. Actual incentive awards payable (“IncentiveAwards”), subject to adjustments as provided in the Plan, shall be based on the overall determination of the incentive pools and onindividual performance.Section 9. Performance Goals.(a)Each participant shall have specific performance goals (the “Performance Goals”) determined for his or her position forthe Plan Year. These Performance Goals must support the approved business plan of the Company, affiliate or businessunit, as applicable, and should identify how the participant will support any specific Value Drivers established.(b)A copy of each participant’s Performance Goals and objectives shall be determined in writing, and kept on file with theappropriate business segment Human Resources Department, by February 28 of the Plan Year to which they relate.(c)Following the determination of the incentive pools as described in Section 7, an evaluation of each participant’s actualperformance relative to his or her individual Performance Goals for the Plan Year shall be completed. Performance canbe rated as Outstanding Performer, Exceeds Expectations, Successful, Partially Successful, Fails to Meet Expectationsand Not Rated. The definition of each rating is as follows:Performance LevelPerformance DefinitionOutstanding PerformerRecognized leader in the department, businessunit and/or Company. Contributes to theorganization’s success by adding significant valuewell beyond job requirements. Identifiesopportunities and provides unique, innovative andpractical solutions to problems. Consistentlyexceeds expectations and demonstrates a uniqueunderstanding of work beyond assigned area ofresponsibility.Exceeds ExpectationsMakes significant contributions to department,business unit and/or Company’s business results.Overall performance far exceeds all requirementsnecessary to fulfill the principal duties,responsibilities, objectives and expectations of theposition.-5- Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Performance LevelPerformance DefinitionSuccessfulOverall performance meets all and may exceedsome of the requirements necessary to fulfill theprincipal duties, responsibilities, objectives andexpectations of the position. Produces timely andaccurate results. Works independently to performall aspects of the job. Recognizes, participates inand adjusts to changing work assignments.Partially SuccessfulOverall performance meets most of therequirements necessary to fulfill the principalduties, responsibilities, objectives andexpectations of the position. May requireadditional training, resources or coaching in anarea before Successful.Fails to Meet ExpectationsOverall performance fails to meet all or most ofthe requirements necessary to fulfill the principalduties, responsibilities, objectives andexpectations of the position. PerformanceImprovement Plan is required.Not RatedAppropriate only for employees who have beenin current position less than three months.Based on the evaluation of the participant’s performance relative to his or her Performance Goals, individual performance adjustmentscan be made by the appropriate business segment or functional officer, ranging from elimination of the Incentive Target to 150% of theIncentive Target. The CEO must approve all individual performance adjustments under the Plan and may make individual performanceadjustments in excess of 150%.Section 10. Distributing the Incentive Pool. Incentive Awards may be earned based on the determination of the incentive poolsand individual performance as follows:(1)The incentive pool is determined as described in Section 7. If the established Financial Measures and Operational andEfficiency Measures for the incentive pool are not achieved, the process to calculate Incentive Awards for the relatedIncentive Program is terminated.(2)The performance of each participant is reviewed by the appropriate business segment or functional officer and theindividual performance adjustment described in Section 9, if any, is applied as appropriate to the participant’s originalIncentive Target.(3)The Incentive Targets for each participant within an incentive pool, after giving effect to the individual performanceadjustments described in Section 9, if any, are totaled. Each participant’s adjusted Incentive Target is then calculated asa-6- Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.percent of the total adjusted Incentive Targets for all participants within the incentive pool.(4)The percent assigned to each participant in step 3 is multiplied by the total incentive pool generated, resulting in theamount of the participant’s actual Incentive Award payable, subject to reduction, elimination or substitution of the finalincentive pool by the Committee as provided in Section 4.(5)Distributions, if any, may be paid in cash or other property, including shares of Company stock, from the Plan or othersource as determined by the Committee, in its discretion.Except as provided in Sections 10(5) and 11 of the Plan, the amount of the Incentive Awards payable from the Plan, as calculated inSection 10(4) above, shall be paid in cash to participants. Payments shall be made within 2½ months following the end of the Plan Yearin which the amounts are no longer subject to a substantial risk of forfeiture. An Incentive Award shall not be earned and a participantshall have no vested right, interest or entitlement to any Incentive Award hereunder, prior to its actual payment.Section 11. Alternate Forms of Payment. In accordance with the Company’s Equity Ownership Guidelines adopted on January30, 2003 (as amended on July 8, 2008, July 11, 2012 and April 14, 2015), or any successor thereto or revision thereof, the Chairman ofthe Board may elect to pay all or some of a participant’s Incentive Award in stock, including restricted stock subject to the similar termsand conditions as the Company’s annual restricted stock or phantom unit awards, if the participant has not satisfied the EquityOwnership Guidelines.Section 12. Impact on Benefit Plans. Payments under the Plan shall not be considered as earnings for purposes of theCompany’s or its affiliates’ qualified retirement plans or any other retirement, compensation or benefit plan or program of the Companyor its affiliates, except to the extent specifically provided in such other plan or program.Section 13. Tax Consequences. It is intended that: (a) until the Incentive Award is actually paid to a participant, the participant’sright to payment of the Incentive Award shall be considered to be subject to a substantial risk of forfeiture in accordance with thoseterms as defined or referenced in Sections 83(a), 409A and 3121(v)(2) of the Internal Revenue Code of 1986, as amended (the“Code”); (b) the Incentive Award shall be subject to employment taxes upon payment; and (c) until the Incentive Award is actually paidto a participant, the participant shall have merely an unfunded, unsecured promise to be paid the benefit if and to the extent earned, andsuch unfunded promise shall not consist of a transfer of “property” within the meaning of Code Section 83. It is further intended that aparticipant will not be in actual or constructive receipt of compensation with respect to the Incentive Award within the meaning of CodeSection 451 until the Incentive Award is actually paid.Section 14. Change of Status. In making decisions regarding employees’ participation in the Plan, the Company’s Chief HumanResources Officer or Corporate Director, Compensation and Benefits, as applicable, may consider any factors that he or she mayconsider relevant in their sole discretion. The Company shall have no obligation to exercise its discretion to make an award to anyemployee affected by the described status changes. The following guidelines are provided as general information regarding employeestatus changes upon the occurrence of the events described below.(a)New Hires. A newly hired employee will participate in the Plan (or successor plan, as applicable) in the Plan Yearfollowing the year in which the employee is hired, unless otherwise specified in an applicable employment offer.-7- Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(b)Involuntary Termination. No Incentive Award shall be paid to any employee whose services are terminated by theCompany prior to payment of an Incentive Award; provided, however, as follows:(i) an employee or the estate of an employee whose employment is terminated by reason ofdeath or long-term disability following the conclusion of the Plan Year but prior to payment of an IncentiveAward shall be entitled to the payment that the deceased or disabled employee would have received had thatindividual been employed as of the date of the payment of an Incentive Award; and(ii) an employee or the estate of an employee whose employment is terminated by reason ofdeath or long-term disability during the Plan Year may be entitled to payment of a pro-rated Incentive Awardbased on the employee’s amount of active service during the Plan Year and contingent upon satisfaction of theperformance criteria contained in the Plan; provided, however, that the Company shall have sole discretion,subject to its obligations under applicable federal, state or local law, to determine whether or not any IncentiveAward will be paid in such event.(c)Voluntary Termination. No Incentive Award shall be paid to an employee who voluntarily terminates, or gives formal orinformal notice of termination of, his/her employment for any reason, including but not limited to resignation, retirementor job abandonment, prior to the payment of an Incentive Award. Nothing in the Plan, in any Incentive Program or in any Incentive Target or Incentive Award shall confer any right on any employee tocontinue in the employ of the Company. In the event any payments are made under the guidelines provided in this Section 14, thetiming of such payments shall be in accordance with the provisions of Section 10; provided, however, if the participant is a “specifiedemployee” under Section 409A of the Code at the time of his or her separation from service, then, if required to avoid an additional taxunder Section 409A of the Code, any payment based upon separation from service may not be made until the first day following thesix-month anniversary of the participant’s separation from service.Section 15. Change of Control. In the event of a Change of Control of the Company, as then defined under the EQTCorporation 2014 Long-Term Incentive Plan (as in effect at the start of the Plan Year), or its successor, the Plan Year shall end on thedate of the Change of Control, and the target Financial Measures and Value Drivers shall be deemed to have been achieved at the“Successful” level for the pro-rata portion of the calendar year that elapsed through the date of the Change of Control. In such event,any Incentive Awards earned shall be paid to participants on such pro-rata basis in accordance with the provisions set forth in Section10 and without adjustment to any individual Incentive Targets, but subject to the Committee’s overall discretion as provided inSection 4.Section 16. Compensation Recoupment Policy. Any Incentive Award paid to a participant hereunder shall be subject to theterms and conditions of any compensation recoupment policy adopted from time to time by the Board or any committee of the Board,to the extent such policy is applicable to annual incentive compensation and the participant.Section 17. Dispute Resolution. The following is the exclusive procedure to be followed by all participants in resolving disputesarising from participation in and payments made under the Plan. Claims must be based on the participant’s performance rating underSection 9(c) and/or payment amount under the Plan. Any claim relative to a given Plan Year must be presented to the Company’sCorporate Director, Compensation and Benefits within thirty (30)-8- Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.days following the later of (a) the payment date of the Incentive Award for that Plan Year or (b) the participant’s receipt of his or herperformance rating. If a participant’s claim is not presented within such thirty (30) day period, the participant’s rights in respect of aclaim for payment will be forfeited. Once the Corporate Director, Compensation and Benefits has received a claim, he or she willassemble a meeting to review the issue. The participants in the meeting will include the Corporate Director, Compensation and Benefits,the manager of the participant with the dispute, the appropriate human resources business partner, and, if desired by the participant, apeer chosen by the participant. The participant will be given an opportunity to present his or her issues to the Corporate Director,Compensation and Benefits. A decision will be rendered by the Corporate Director, Compensation and Benefits within thirty (30)business days of the meeting. The Corporate Director, Compensation and Benefits will be responsible for preparing a written version ofthe decision. This decision may be appealed to the Company’s Chief Human Resources Officer. Appealed decisions will be reviewedby the Chief Human Resources Officer with information requested from the appropriate parties as he or she may determine in his or hersole discretion. The decision made by the Chief Human Resources Officer regarding the matter is final and binding on all Planparticipants.Section 18. Amendment, Replacement or Termination of this Plan. The Company shall have the right to amend, replace orterminate the Plan at any time by written action of the Committee, provided that no employee or participant shall have any vested right,interest or entitlement to payment of any Incentive Award hereunder prior to its payment. The Company shall notify affectedparticipants in writing of any material amendment or Plan termination.-9- Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ATTACHMENT AValue DriversHeadquarters Value DriversProduction, Midstream and Commercial Business Unit Value Drivers 40%Midstream Value Drivers – See Attachment A-1Production Value Drivers – See Attachment A-2Commercial Value Drivers – See Attachment A-3\Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ATTACHMENT BWeighting of Financial and Operational and Efficiency Measures and Value DriversPrograms and MeasuresWeightingEQT Corporation Headquarters Incentive Program Company EBITDA To Business Plan60%Business Unit Value Drivers40%Total100%EQT Midstream Incentive Program – See Attachment A-1EQT Production Incentive Program – See Attachment A-2EQT Commercial Incentive Program – See Attachment A-3\Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ATTACHMENT CIncentive Targets $(000,000)Headquarters $6.3Commercial $2.6 Production $16.9Midstream $13.5 Total $39.3\Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 10.11AMENDED AND RESTATEDCONFIDENTIALITY, NON‑SOLICITATION andNON‑COMPETITION AGREEMENTThis AMENDED AND RESTATED CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION AGREEMENT(this “Agreement”) is entered into and effective as of September 10, 2016, by and between EQT Corporation, a Pennsylvaniacorporation (EQT Corporation and its subsidiary companies are hereinafter collectively referred to as the “Company”), and JIMMI SUESMITH (the “Employee”). This Agreement amends and restates in its entirety that certain Confidentiality, Non-Solicitation and Non-Competition Agreement by and between the Company and the Employee originally dated as of January 13, 2012, as amended effectiveJanuary 1, 2014 and January 1, 2015 (the “Original Agreement”).WITNESSETH:WHEREAS, during the course of Employee’s employment with the Company, the Company has imparted and will continue toimpart to Employee proprietary and/or confidential information and/or trade secrets of the Company; andWHEREAS, in order to protect the business and goodwill of the Company, the Company desires to obtain or continue to obtaincertain confidentiality, non-competition and non‑solicitation covenants from the Employee; andWHEREAS, the Employee is willing to agree to these confidentiality, non-competition and non-solicitation covenants byentering into this Agreement, which amends and restates the Original Agreement, in exchange for a grant of restricted stock (which issubject to the terms and conditions of the 2014 EQT Corporation Long-Term Incentive Plan and the applicable Participant AwardAgreement) and the Company's agreement to pay the severance benefits described in Section 3 below in the event that Employee'semployment with the Company is terminated in certain circumstances; andNOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, andintending to be legally bound hereby, the parties hereto agree as follows:1. Restrictions on Competition and Solicitation. While the Employee is employed by the Company and for a period of twelve(12) months after the date of Employee's termination of employment with the Company for any reason Employee will not, directly orindirectly, expressly or tacitly, for himself/herself or on behalf of any entity conducting business anywhere in the Restricted Territory(as defined below): (i) act in any capacity for any business in which his/her duties at or for such business include oversight of or actualinvolvement in providing services which are competitive with the services or products being provided or which are being produced ordeveloped by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Employee's employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which arecompetitive with the services or products being provided or which are being produced or developed by the Company, or were underinvestigation by the Company within the last two (2) years prior to the end of Employee's employment with the Company, or (iii)become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the dutiesEmployee has performed for the Company which are competitive with the services or products being provided or which are beingproduced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to theend of Employee's employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquireup to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of suchenterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) ofthe Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by theCompany within the last two (2) years prior to the end of Employee's employment with the Company only to the extent that Employeeacquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that thisrestriction will prevent Employee from acting in any of the foregoing capacities for any competing entity operating or conductingbusiness within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Notwithstandinganything to the contrary in the foregoing paragraph or in this Agreement, Employee shall not in any way be restricted from beingemployed as an attorney in the oil and gas industry immediately following the date of Employee’s termination of employment with theCompany.Restricted Territory shall mean (i) the entire geographic location of any natural gas and oil play in which the Company owns,operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights and pipeline capacitycontracts on non-affiliated or third-party pipelines), including but not limited to, storage facilities, interstate pipelines, intrastatepipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/orprocessing or fractionation facilities; or (ii) the entire geographic location of any natural gas and oil play in which the Company ownsproved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and productionactivities of any kind; or (iii) the entire geographic location of any natural gas and oil play in which the Company has decided to makeor has made an offer to purchase or lease assets for the purpose of conducting any of the business activities described in subparagraphs(i) and (ii) above within the six (6) month period immediately preceding the end of the Employee’s employment with the Companyprovided that Employee had actual knowledge of the offer or decision to make an offer prior to Employee’s separation from theCompany. For geographic locations of natural gas and oil plays, refer to the maps produced by the United States Energy InformationAdministration located at www.eia.gov/maps.Employee agrees that for a period of twelve (12) months following the termination of Employee's employment with theCompany for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly,solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalfof the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1)year period preceding Employee's separation from the Company; and (ii) any prospective customer of the Company who was identifiedto or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by theCompany within the one (1)- 2 - Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.year period preceding Employee's separation from the Company, for purposes of marketing, selling and/or attempting to market or sellproducts and services which are the same as or similar to any product or service the Company offers within the last two (2) years priorto the end of Employee's employment with the Company, and/or, which are the same as or similar to any product or service theCompany has in process over the last two (2) years prior to the end of Employee's employment with the Company to be offered in thefuture.While Employee is employed by the Company and for a period of thirty-six (36) months after the date of Employee'stermination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his/her own behalf or onbehalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit orinduce, any employee, consultant, vendor or independent contractor to leave the employ of or engagement by the Company or itssuccessors, assigns or affiliates, or to violate the terms of their contracts with the Company.2. Confidentiality of Information and Nondisclosure. Employee acknowledges and agrees that his/her employment by theCompany necessarily involves his/her knowledge of and access to confidential and proprietary information pertaining to the business ofthe Company. Accordingly, Employee agrees that at all times during the term of this Agreement and for as long as the informationremains confidential after the termination of Employee's employment, he/she will not, directly or indirectly, without the express writtenauthority of the Company, unless directed by applicable legal authority having jurisdiction over Employee, disclose to or use, orknowingly permit to be so disclosed or used, for the benefit of himself/herself, any person, corporation or other entity other than theCompany, (i) any information concerning any financial matters, employees of the Company, customer relationships, competitive status,supplier matters, internal organizational matters, current or future plans, or other business affairs of or relating to the Company, (ii) anymanagement, operational, trade, technical or other secrets or any other proprietary information or other data of the Company, or (iii)any other information related to the Company which has not been published and is not generally known outside of the Company.Employee acknowledges that all of the foregoing constitutes confidential and proprietary information, which is the exclusive propertyof the Company. Nothing in this Agreement prohibits Employee from: (i) reporting possible violations of federal, state, or local law orregulation to any governmental agency or entity, or from making other disclosures (including of confidential information) that areprotected under the whistleblower provisions of federal, state, or local law or regulation; or (ii) disclosing trade secrets when thedisclosure is solely for the purpose of: (a) reporting possible violations of federal, state, or local law or regulation to any governmentalagency or entity; (b) working with legal counsel in order to determine whether possible violations of federal, state, or local law orregulation exist; or (c) filing a complaint or other document in a lawsuit or other proceeding, if such filing is made under seal. Anydisclosures of trade secrets must be consistent with 18 U.S.C. §1833.3. Severance Benefit. If the Employee’s employment is terminated by the Company for any reason other than Cause (asdefined below) or if the Employee terminates his/her employment for Good Reason (as defined below), the Company shall provideEmployee with the following:- 3 - Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(a) Continuation of Employee’s base salary in effect at the time of such termination, or immediately prior to the event that servesas the basis for termination for Good Reason, for a period of twelve (12) months from the date thereof. Such salary continuationpayments will be in accordance with the Company’s payroll practices;(b) A lump sum payment payable within 60 days following Employee’s termination date equal to the average annual incentive(bonus) payment earned by the Employee under the Company’s applicable Short-Term Incentive Plan (or any successor plan) for thethree (3) full years prior to Employee’s termination date;(c) A lump sum payment payable within 60 days following Employee’s termination date equal to the product of (i) twelve (12)and (ii) 100% of the then-current Consolidated Omnibus Budget Reconciliation Act of 1985 monthly rate for family coverage;(d) A lump sum payment payable within 60 days following Employee’s termination date equal to $25,000.00;(e) Subject to Section 13 of this Agreement, all stock options, restricted stock, restricted stock units and other time-vestingequity awards granted to Employee under the 2009 EQT Corporation Long-Term Incentive Plan (as amended, the “2009 LTIP”), theEQT Corporation 2014 Long-Term Incentive Plan (as amended from time to time, and including any successor plan thereto, the “2014LTIP”), the EQT Midstream Services, LLC 2012 Long-Term Incentive Plan (as amended from time to time, and including any successorplan thereto, the “2012 LTIP”), the EQT GP Services, LLC 2015 Long-Term Incentive Plan (as amended from time to time, andincluding any successor plan thereto, the “2015 LTIP”), and any other long-term incentive plan of the Company (the 2009 LTIP, the2014 LTIP, the 2012 LTIP, the 2015 LTIP and any other long-term incentive plan of the Company are, collectively, the “LTIPs”) shallimmediately become vested and exercisable in full and/or all restrictions on such awards shall lapse (for avoidance of doubt, thisprovision shall supersede any provision to the contrary contained in any award agreement or program);(f) Subject to Section 13 of this Agreement, all performance-based equity awards granted to Employee by the Company underthe LTIPs (other than those discussed in subsection (g) of this Section 3) shall remain outstanding and shall be earned, if at all, based onactual performance through the end of the performance period as if Employee’s employment had not been terminated (for avoidance ofdoubt, this provision shall supersede any provision to the contrary contained in any award agreement or program); and(g) Subject to Section 13 of this Agreement, all “value driver”-type performance-based equity awards (i.e., equity awards thatmay be earned based on the Company’s attainment of one or more threshold performance goals together with the application of aperformance multiplier based on individual performance, and become vested based on Employee’s continued employment with theCompany through one or more vesting dates) shall be earned based on (i) “target” levels of performance, if Employee’s terminationdate occurs before the relevant performance level has been approved by the Management Development and Compensation Committeeof the Board of Directors (the “Committee”), or (ii) actual levels of performance, if Employee’s termination date occurs after therelevant performance level has been approved by- 4 - Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.the Committee, and in either case, the number of award shares earned shall immediately become vested and payable as of the date oftermination (for avoidance of doubt, this provision shall supersede any provision to the contrary contained in any award agreement orprogram).The payments provided under this Section 3 shall be subject to applicable tax and payroll withholdings, and shall be in additionto any payments and/or benefits to which the Employee would otherwise be entitled under the EQT Corporation Severance Pay Plan (asamended from time to time).The Company’s obligation to provide the payments and benefits under this Section 3 shall be contingent upon the following:(a) Employee’s execution of a release of claims in a form acceptable to the Company; and(b) Employee’s compliance with his/her obligations hereunder, including, but not limited to, Employee’s obligations set forth inSections 1 and 2 (the “Restrictive Covenants”).Solely for purposes of this Agreement, “Cause” as a reason for the Employee’s termination of employment shall mean: (i)Employee’s conviction of a felony, a crime of moral turpitude or fraud or Employee having committed fraud, misappropriation orembezzlement in connection with the performance of his/her duties; (ii) Employee’s willful and repeated failures to substantiallyperform assigned duties; or (iii) Employee’s violation of any provision of a written employment-related agreement between Employeeand the Company or express significant policies of the Company. If the Company terminates Employee’s employment for Cause, theCompany shall give Employee written notice setting forth the reason for his/her termination not later than 30 days after suchtermination.Solely for purposes of this Agreement, “Good Reason” shall mean Employee’s resignation within 90 days after: (i) a reductionin Employee’s base salary of 10% or more (unless the reduction is applicable to all similarly situated employees); (ii) a reduction inEmployee’s annual short-term bonus target of 10% or more (unless the reduction is applicable to all similarly situated employees); (iii) asignificant diminution in Employee’s job responsibilities, duties or authority; (iv) a change in the geographic location of Employee’sprimary reporting location of more than 50 miles; and/or (v) any other action or inaction that constitutes a material breach by theCompany of this Agreement. A termination by Employee shall not constitute termination for Good Reason unless Employee firstdelivers to the General Counsel of the Company written notice: (i) stating that Employee intends to resign for Good Reason pursuant tothis Agreement; and (ii) setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (whichnotice must be given no later than 90 days after the initial occurrence of such event). The Company shall have a reasonable period oftime (not less than 30 days after receipt of Employee’s written notice that Employee is resigning for Good Reason) to take action tocorrect, rescind or substantially reverse the occurrence supporting termination for Good Reason as identified by Employee. Failure bythe Company to act or respond to the written notice shall not be deemed to be an admission that Good Reason exists.- 5 - Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.4. Severability and Modification of Covenants. Employee acknowledges and agrees that each of the Restrictive Covenants isreasonable and valid in time and scope and in all other respects. The parties agree that it is their intention that the Restrictive Covenantsbe enforced in accordance with their terms to the maximum extent permitted by law. Each of the Restrictive Covenants shall beconsidered and construed as a separate and independent covenant. Should any part or provision of any of the Restrictive Covenants beheld invalid, void, or unenforceable, such invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable anyother part or provision of this Agreement or such Restrictive Covenant. If any of the provisions of the Restrictive Covenants shouldever be held by a court of competent jurisdiction to exceed the scope permitted by the applicable law, such provision or provisions shallbe automatically modified to such lesser scope as such court may deem just and proper for the reasonable protection of the Company’slegitimate business interests and may be enforced by the Company to that extent in the manner described above and all other provisionsof this Agreement shall be valid and enforceable.5. Reasonable and Necessary Agreement. The Employee acknowledges and agrees that: (i) this Agreement is necessary forthe protection of the legitimate business interests of the Company; (ii) the restrictions contained in this Agreement are reasonable; (iii)the Employee has no intention of competing with the Company within the limitations set forth above; (iv) the Employee acknowledgesand warrants that Employee believes that Employee will be fully able to earn an adequate livelihood for Employee and Employee’sdependents if the covenant not to compete contained in this Agreement is enforced against the Employee; and (v) the Employee hasreceived adequate and valuable consideration for entering into this Agreement.6. Injunctive Relief and Attorneys’ Fees. The Employee stipulates and agrees that any breach of the Restrictive Covenants bythe Employee will result in immediate and irreparable harm to the Company, the amount of which will be extremely difficult toascertain, and that the Company could not be reasonably or adequately compensated by damages in an action at law. For these reasons,the Company shall have the right, without the need to post bond or prove actual damages, to obtain such preliminary, temporary orpermanent injunctions, orders or decrees as may be necessary to protect the Company against, or on account of, any breach by theEmployee of the Restrictive Covenants. In the event the Company obtains any such injunction, order, decree or other relief, in law or inequity, the duration of any violation of Section 1 shall be added to the twelve (12) month restricted period specified in Section 1.Employee understands and agrees that, if the parties become involved in a lawsuit regarding the enforcement of the RestrictiveCovenants and if the Company prevails in such legal action, the Company will be entitled, in addition to any other remedy, to recoverfrom Employee its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The Company’s ability to enforce itsrights under the Restrictive Covenants or applicable law against Employee shall not be impaired in any way by the existence of a claimor cause of action on the part of Employee based on, or arising out of, this Agreement or any other event or transaction arising out ofthe employment relationship.7. Binding Agreement. This Agreement (including the Restrictive Covenants) shall be binding upon and inure to the benefit ofthe successors and assigns of the Company.- 6 - Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.8. Employment at Will. Employee shall be employed at‑will and for no definite term. This means that either party mayterminate the employment relationship at any time for any or no reason.9. Applicable Law; Exclusive Forum Selection; Consent to Jurisdiction. The Company and Employee agree that thisAgreement shall be governed by and construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvaniawithout giving effect to its conflicts of law principles. Except to the extent that a dispute is required to be submitted to arbitration as setforth in Section 10 below, Employee agrees that the exclusive forum for any action to enforce this Agreement, as well as any actionrelating to or arising out of this Agreement, shall be the state courts of Allegheny County, Pennsylvania or the United States DistrictCourt for the Western District of Pennsylvania, Pittsburgh Division. With respect to any such court action, Employee hereby (a)irrevocably submits to the personal jurisdiction of such courts; (b) consents to service of process; (c) consents to venue; and (d) waivesany other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction, service of process,or venue. Both parties hereto further agree that such courts are convenient forums for any dispute that may arise herefrom and thatneither party shall raise as a defense that such courts are not convenient forums.10. Arbitration of Employment Claims. In the event that Employee does not execute a release of all claims pursuant to Section3 above, any dispute arising out of or relating to Employee’s employment or termination of employment with the Company shall beresolved by the sole and exclusive means of binding arbitration in accordance with the terms of the EQT Corporation AlternativeDispute Resolution Program (the “ADR Program”) pursuant to the Alternative Dispute Resolution Program Agreement (“ADRAgreement”) executed by Employee, attached hereto as Appendix A, and incorporated by reference into this Agreement as if fully setforth herein. Consistent with the provisions of the ADR Program and the ADR Agreement, the parties further agree that any disputearising out of or relating to their obligations under this Agreement itself, including but not limited to the Company’s obligations underSection 3 and Employee’s obligations under the Restrictive Covenants, shall not be subject to binding arbitration under the ADRProgram.11. Notification of Subsequent Employment. Employee shall upon termination of his/her employment with the Company, assoon as practicable and for the length of the non-competition period described in Section 1 above, notify the Company: (i) of the name,address and nature of the business of his/her new employer; (ii) if self-employed, of the name, address and nature of his/her newbusiness; (iii) that he/she has not yet secured new employment; and (iv) each time his/her employment status changes. In addition,Employee shall notify any prospective employer that this Agreement exists and shall provide a copy of this Agreement to theprospective employer prior to beginning employment with that prospective employer. Any notice provided under this Section 11 (orotherwise under this Agreement) shall be in writing directed to the General Counsel, EQT Corporation, 625 Liberty Avenue, Suite 1700,Pittsburgh, PA 15222-3111.12. Mandatory Reduction of Payments in Certain Events.(a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment ordistribution by the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant tothe terms of this- 7 - Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subjectto the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then,prior to the making of any Payments to the Employee, a calculation shall be made comparing (i) the net after-tax benefit to theEmployee of the Payments after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee if thePayments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above isless than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to theExcise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cashPayments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual presentvalue of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined inSection 12(b) below). For purposes of this Section 12, present value shall be determined in accordance with Section 280G(d)(4) of theCode. For purposes of this Section 12, the “Parachute Value” of a Payment means the present value as of the date of the change incontrol transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, asdetermined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to suchPayment.(b) All determinations required to be made under this Section 12, including whether an Excise Tax would otherwise beimposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving atsuch determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firmmutually acceptable to the Company and the Employee (the “Determination Firm”) which shall provide detailed supporting calculationsboth to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due tobe made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely bythe Company. Any determination by the Determination Firm shall be binding upon the Company and the Employee. As a result of theuncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder,it is possible that Payments which the Employee was entitled to, but did not receive pursuant to Section 12(a), could have been madewithout the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In suchevent, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall bepromptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which theUnderpayment is determined to exist, which is when the legally binding right to such Underpayment arises.(c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed withoutsuccession, this Section 12 shall be of no further force or effect.13. Internal Revenue Code Section 409A.- 8 - Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(a) General. This Agreement shall be interpreted and administered in a manner so that any amount or benefit payablehereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A of theCode and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Nevertheless, the tax treatment ofthe benefits provided under the Agreement is not warranted or guaranteed. Neither the Company, nor its directors, officers, employeesor advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of theapplication of Section 409A of the Code.(b) Separation from Service. For purposes of the Agreement, the term “termination,” when used in the context of acondition to, or the timing of, a payment hereunder, shall be interpreted to mean a “separation from service” as such term is used inSection 409A of the Code.(c) Six-Month Delay in Certain Circumstances. Notwithstanding anything in this Agreement to the contrary, if anyamount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-ExemptDeferred Compensation”) would otherwise be payable or distributable under this Agreement by reason of Employee’s separation fromservice during a period in which Employee is a Specified Employee (as defined below), then, subject to any permissible acceleration ofpayment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes):(i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the firstday of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within thirty (30)days after Employee’s death) (in either case, the “Required Delay Period”); and(ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at theend of the Required Delay Period.For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and thefinal regulations thereunder.(d) Timing of Release of Claims. Whenever in this Agreement a payment or benefit is conditioned on Employee’sexecution of a release of claims, such release must be executed and all revocation periods shall have expired within sixty (60) days afterthe date of termination; failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-ExemptDeferred Compensation, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment orbenefit shall not be made or commence before the second such calendar year, even if the release becomes irrevocable in the first suchcalendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his/hersigning of the release.- 9 - Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.14. Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the subjectmatter hereof and supersedes all prior agreements and understandings, oral or written, including the Original Agreement, but with theexception of the ADR Agreement attached hereto as Appendix A. This Agreement may not be changed, amended, or modified, exceptby a written instrument signed by the parties; provided, however, that the Company may amend this Agreement from time to timewithout Employee’s consent to the extent deemed necessary or appropriate, in its sole discretion, to effect compliance withSection 409A of the Code, including regulations and interpretations thereunder, which amendments may result in a reduction ofbenefits provided hereunder and/or other unfavorable changes to Employee.(Signatures on following page)- 10 - Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its officers thereunto duly authorized, and theEmployee has hereunto set his/her hand, all as of the day and year first above written.EQT CORPORATION EMPLOYEEBy: /s/ Charlene Petrelli /s/ Jimmi Sue Smith Name: Charlene PetrelliTitle: Vice President &Chief Human Resources Officer- 11 - Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.APPENDIX AADR AGREEMENTSource: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.ALTERNATIVE DISPUTE RESOLUTION PROGRAM AGREEMENT(INCLUDING THE ADR PROGRAM POLICY 1.16)I, Jimmi Sue Smith, have received a copy of the Equitable Resources, Inc. (“Equitable” or “Company”) Alternative DisputeResolution Program (“ADR Program”). A copy of the ADR Program is attached to this Alternative Dispute Resolution ProgramAgreement ("ADR Program Agreement") as Attachment 1 and is incorporated herein by reference. I agree as follows:1.I understand that it is the policy of Equitable to encourage resolution of individual employment disputes, except thoseexcluded by Section I.A. of the ADR Program, through a process of mandatory and binding arbitration.2.I understand that by signing this ADR Program Agreement, I am agreeing to submit all Employment Disputes as definedby Section I.A. of the ADR Program to final and binding arbitration before a neutral Arbitrator.3.I understand that in exchange for agreeing to submit my Employment Disputes to final and binding arbitration inaccordance with the ADR Program, I will be eligible to participate in Equitable’ s Short Term Incentive Plan ("STIP") inthe 2008 calendar year, and in each year thereafter that the STIP is offered, provided that I am otherwise eligible for theSTIP in accordance with its terms.4.I understand that the ADR Program Agreement and the ADR Program affect the forum in which I can file suit againstEquitable, and accordingly, I have been provided with an opportunity to seek legal advice before signing this ADRProgram Agreement.5.I understand that to invoke the ADR Program, I must have: (1) an Employment Dispute (which is not excluded by theADR Program) for which the law in that jurisdiction provides a remedy; and (2) exhausted all administrative remediesavailable for that Employment Dispute. I further understand that this ADR Program Agreement and the ADR Programdo not restrict my rights to file administrative charges with the Equal Employment Opportunity Commission, the NationalLabor Relations Board, or any other similar federal, state or local agency; provided, however, that upon receipt of anotice of right-to-sue or similar administrative determination that does not fully and finally dispose of the EmploymentDispute, I shall arbitrate the Employment Dispute in accordance with the ADR Program.6.I understand that I must file a claim under the ADR Program by the later of the following: (1) within one year of the dateon which I became aware of the Employment Dispute; or (2) within the applicable statute of limitations provided for thatparticular Employment Dispute.7.I understand that neither the ADR Program Agreement nor the ADR Program form a contract of employment betweenEquitable and me and they in no way alter the "at-will" status of my employment. I understand that my employment withEquitable is at-will, which means that my employment, at the option of Equitable or myself, can be terminated at anytime, with or without cause and with or without notice.BY SIGNING THIS ADR PROGRAM AGREEMENT I ACKNOWLEDGE THAT I RECEIVED, REVIEWED AND AGREE TO THEADR PROGRAM.Agreed: Date:/s/ Jimmi Sue Babcock Smith 11/16/07 Employee Name Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 10.25(c)Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rulesand Regulations under the Securities Exchange Act. Omitted information marked “[***]” in this Exhibit has been filed with theSecurities and Exchange Commission together with such request for confidential treatment.Execution VersionSECOND AMENDMENT TOSECOND AMENDED AND RESTATEDLIMITED LIABILITY COMPANY AGREEMENTOFMOUNTAIN VALLEY PIPELINE, LLCThis SECOND AMENDMENT (this “Amendment”) TO SECOND AMENDED AND RESTATED LIMITED LIABILITYCOMPANY AGREEMENT (as amended, supplemented or otherwise modified from time to time, including by that certain FirstAmendment to Second Amended and Restated Limited Liability Company Agreement, dated January 21, 2016, the “Second A&RAgreement;” as modified by this Amendment, the “Agreement”) OF MOUNTAIN VALLEY PIPELINE, LLC, dated March 10, 2015, isadopted, executed and agreed to as of October 24, 2016 by MVP Holdco, LLC, a Delaware limited liability company (“EQT”), USMarcellus Gas Infrastructure, LLC, a Delaware limited liability company (“USG”), WGL Midstream, Inc., a Delaware corporation(“WGL”), VED NPI IV, LLC, a Delaware limited liability company (“Vega Carryco”), Vega Midstream MVP LLC, a Delaware limitedliability company (“Vega”), and Mountain Valley Pipeline, LLC, a Delaware limited liability company (the “Company”). EQT, USG,WGL, Vega Carryco, Vega and the Company are sometimes referred to herein collectively as the “Parties,” and each, a “Party.”RECITALSWHEREAS, pursuant to that certain Equity Purchase Agreement dated as of October 3, 2016 by and among Vega, VegaCarryco, WGL and Vega Energy Partners, Ltd., a Texas limited partnership (the “Equity Purchase Agreement”), Vega shall Dispose ofits Membership Interest to WGL [***] subject to the consent of the Founding Members set forth therein, which consent has beengranted (the “Vega/WGL Disposition”);WHEREAS, pursuant to Section 13.05 of the Second A&R Agreement, the Agreement may be amended by a written instrumentexecuted by Supermajority Interest; provided, however, that any amendment or restatement that is materially adverse to any Member ina manner that is disproportionate to such Member’s interest (as compared to the interest of other Members) shall, if the affected Memberis not a Founding Member, require the written consent or approval of a majority of all Members similarly adversely affected;WHEREAS, in connection with the consummation of the Vega/WGL Disposition by the parties thereto, WGL, Vega and VegaCarryco, as the affected Members, and EQT and USG, the holders of a Supermajority Interest, and the Company desire to enter into thisAmendment to revise certain distribution rights contained in Section 5.01 of the Second A&R Agreement; andWHEREAS, capitalized terms used in this Amendment but not defined herein shall have the meanings ascribed to such terms inthe Second A&R Agreement.Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,WGL, Vega and Vega Carryco and EQT, USG, on behalf of themselves and the Members, and the Company agree as follows:1.Amendments. Contingent upon the consummation of the Closing (as defined in the Equity Purchase Agreement) andeffective simultaneously therewith, the Second A&R Agreement shall be amended as described in clauses (a) and (b) below.(a) The Agreement shall be amended to delete all references to “Vega Midstream MVP LLC” and “Vega,” but, for theavoidance of doubt, not “Vega Carryco.”(b) The Agreement shall be amended to restate the definition of “Qualified Guarantor” as follows:“Qualified Guarantor – means, with respect to a Member, such Member’s Parent or a subsidiary of suchMember’s Parent, in each case, so long as such Person is Investment Grade.”(c) The Agreement shall be amended to delete the defined terms [***] and “Vega.”(d) The Agreement shall be amended to add the following defined terms in Section 1.01 of the Agreement:[***][***](e) The Agreement shall be amended to replace all references to [***] with [***] with the appropriate conjunction asthe context may require.(f) The Agreement shall be amended to restate clauses (a) and (b) of Section 5.01 in their entirety as follows:“(a) prior to the occurrence of a Dissolution Event, [***]% to WGL and [***]% to Vega Carryco; and(b) upon and following the occurrence of a Dissolution Event:(i) first, [***]% to WGL until [***] and(ii) thereafter, [***]% to WGL and [***]% to Vega Carryco.”(g) The Agreement shall be amended to restate clause (d) of Section 5.05 in its entirety as follows:“(d) The Members’ proportionate share of the “excess nonrecourse liabilities,” within the meaning of theTreasury Regulation Section 1.752-3(a)(3), shall be allocated to the Members in proportion to their respective SharingRatios;2Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.provided, that WGL’s Sharing Ratio share of such “excess nonrecourse liabilities” shall be further allocated [***]% toVega Carryco and [***]% to WGL. ”(h) Exhibit A of the Agreement is hereby deleted and replaced with Exhibit A hereto.2. Limited Effect. Except as specified in this Amendment, all provisions, terms and conditions of the Agreement shallcontinue in full force and effect.3. Governing Law. The laws of the State of Delaware govern this Amendment, and this Amendment shall be construed inaccordance therewith, regardless of its choice of law principles. Jurisdiction and venue for any proceeding relating to this Amendmentshall be as set forth in the Agreement.4. Representations and Warranties. The representations and warranties contained in Section 3.02(a) of the Second A&RAgreement are repeated by WGL, Vega and Vega Carryco and incorporated herein mutatis mutandis, with all references therein to theSecond A&R Agreement referring instead to this Amendment. Without limiting the preceding sentence, each such Party herebyrepresents and warrants that (a) such Party is duly formed, validly existing, and in good standing under the Laws of the jurisdiction ofits formation; (b) if required by applicable Law, such Party is duly qualified and in good standing in the jurisdiction of its principalplace of business, if different from its jurisdiction of formation; and (c) such Party has the requisite power and authority to execute anddeliver this Amendment and to perform its obligations hereunder, and all necessary actions by the board of directors, managementcommittee, officers, managers, members, partners or other applicable Persons necessary for the due authorization, execution, delivery,and performance of this Amendment by such Party have been duly taken. 5. Counterparts. This Amendment may be executed in any number of counterparts with the same effect as if all signingParties had signed the same document. All counterparts shall be construed together and constitute the same instrument. A signaturepage to this Amendment or any other document prepared in connection with the transactions contemplated hereby which contains acopy of a Party’s signature and which is sent by such Party or its agent with the apparent intention (as reasonably evidenced by theactions of such Party or its agent) that it constitute such Party’s execution and delivery of this Amendment or such other document,including a document sent by facsimile transmission or by email in portable document format (pdf), shall have the same effect as ifsuch Party had executed and delivered an original of this Amendment or such other document. Minor variations in the form of thesignature page, including footers from earlier versions of this Amendment or any such other document, shall be disregarded indetermining the Party’s intent or the effectiveness of such signature.[SIGNATURES APPEAR ON THE FOLLOWING PAGES]3Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized representatives as ofthe date first set forth above. MOUNTAIN VALLEY PIPELINE, LLCBy: MVP Holdco, LLCIts MemberBy: /s/ Donald M. Jenkins Name: Donald M. Jenkins Title: EVPBy: US Marcellus Gas Infrastructure, LLCIts MemberBy: /s/ Matt Schafer Name: Matt SchaferTitle: Representative of US Marcellus Gas Infrastructure, LLCMVP HOLDCO, LLC By: /s/ Donald M. Jenkins Name: Donald M. Jenkins Title: EVP US MARCELLUS GAS INFRASTRUCTURE, LLCBy: /s/ Matt Schafer Name: Matt SchaferTitle: Representative of US Marcellus Gas Infrastructure, LLC Signature Page to Second Amendment toSecond Amended and Restated Limited Liability Company Agreement ofMountain Valley Pipeline, LLCSource: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized representatives as ofthe date first set forth above. WGL MIDSTREAM, INC.By: /s/ Terry McCallister Terry McCallisterChairman of the Board Signature Page to Second Amendment toSecond Amended and Restated Limited Liability Company Agreement ofMountain Valley Pipeline, LLCSource: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized representatives as ofthe date first set forth above. VEGA MIDSTREAM MVP LLCBy: /s/ David A. Modesett David A. ModesettPresident VED NPI IV, LLCBy: /s/ David A. Modesett David A. ModesettPresident Signature Page to Second Amendment toSecond Amended and Restated Limited Liability Company Agreement ofMountain Valley Pipeline, LLCSource: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.EXHIBIT AMEMBERSName, Address, Fax and E-mailSharingRatioParentRepresentative and Alternate RepresentativesMVP HOLDCO, LLCEQT Plaza625 Liberty AvenuePittsburgh, Pennsylvania 15222Fax: (412) 553-7781Attention: Blue Jenkins [***] David Gray [***] Sean McGinty [***]with a copy to:Baker Botts L.L.P.98 San Jacinto Blvd., Suite 1500Austin, Texas 78701Fax: (512) 322-8349Attn: Michael L. Bengtson [***]45.5%EQT Midstream Partners,LPDavid Gray – RepresentativeBlue Jenkins – Alternate RepresentativeUS MARCELLUS GAS INFRASTRUCTURE, LLC601 Travis StreetSuite 1900Houston, Texas 77002Fax: 713.751.0375Attention: Lawrence A. Wall, Jr. [***] Karina Amelang [***] 31%NextEra Energy CapitalHoldings, Inc.TJ Tuscai, Chief Executive Officer – RepresentativeLawrence A. Wall, Jr., President – AlternateRepresentativeWGL MIDSTREAM, INC.c/o WGL Holdings, Inc.101 Constitution Avenue, N.W.Washington, DC 20080Fax: (202) 624-6655Attn: Anthony M. Nee [***]10%WGL Holdings, Inc.N/A Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.VEGA NPI IV, LLCc/o Vega Energy Partners, Ltd.3701 Kirby Dr., Suite 1290Houston, Texas 77098Fax: (713) 527-0850Attn: David A. Modesett [***]with a copy to:Norton Rose Fulbright1301 McKinney St., Suite 5100Houston, TX 77010Fax: (713) 651-5246Attn: Ned Crady[***]0%Vega Energy Partners, Ltd.N/ARGC MIDSTREAM, LLC519 Kimball Ave NERoanoke, Virginia 24016Fax: (540) 777-2636Attn: Paul Nester [***]1%RGC Resources, Inc.N/ACON EDISON GAS MIDSTREAM, LLC4 Irving PlaceNew York, New York 10003Fax: (917) 534-4476Attn: Joseph Oates [***]12.5%Consolidated Edison, Inc.N/A Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 10.8(d)EQT CORPORATION2014 EQM VALUE DRIVER PERFORMANCE AWARD AGREEMENTNon-transferableG R A N T T O_______________________________(“Grantee”)DATE OF GRANT: [Date], 2014 (“Grant Date”)by EQT Corporation (the “Company”) and EQT Midstream Services, LLC (“EQM Services”) of Performance Awards (the“Performance Awards”), representing the right to earn, on a one-for-one basis, common units of limited partner interests (“CommonUnits”) in EQT Midstream Partners, LP (“EQM”), an Affiliate (as defined in the EQT Corporation 2009 Long-Term Incentive Plan, asamended (the “EQT Plan”)) of the Company. The Performance Awards are granted pursuant to and subject to the provisions of the EQTPlan and the EQT Midstream Services, LLC 2012 Long-Term Incentive Plan (the “EQM Plan”), and the terms and conditions set forthon the following pages of this award agreement (this “Agreement”).The target number of Performance Awards subject to this award is [____________] (as more fully described herein, the “TargetAward”). Depending on EQM’s level of attainment of a specified performance goal for the one-year period beginning January 1, 2014and ending December 31, 2014, and Grantee’s continued employment with the Company and/or its Affiliates through the applicableVesting Date(s), Grantee may earn and vest in 0% to 300% of the Target Award, in accordance with Exhibit A and the terms of thisAgreement.Grantee’s Performance Awards under this Agreement shall not be effective unless, no later than 45 days after the Grant Date, (i)Grantee accepts the Performance Awards through the Fidelity NetBenefits website, which can be found atwww.netbenefits.fidelity.com, and (ii) Grantee executes a confidentiality, non-solicitation and non-competition agreement or anamendment to Grantee’s existing agreement containing such provisions, in each case as determined by, and acceptable to, theCompany.When Grantee accepts the Performance Awards through the Fidelity NetBenefits website, Grantee shall be deemed to have (a)acknowledged receipt of the Performance Awards granted on the Grant Date (the terms of which are subject to the terms and conditionsof this Agreement, the EQT Plan and the EQM Plan) and copies of this Agreement, the EQT Plan and the EQM Plan, and (b) agreed tobe bound by all the provisions of this Agreement, the EQT Plan and the EQM Plan.Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.TERMS AND CONDITIONS1. Defined Terms. Notwithstanding any contrary definition in the EQT Plan or the EQM Plan, capitalized terms used herein and nototherwise defined shall have the following meanings:(a)“Confirmation Date” means the date of the EQT Compensation Committee’s certification of achievement of the ThresholdPerformance Goal, determination of the Performance Multiplier and approval of the Confirmed Performance Awards, but no laterthan March 1, 2015.(b)“Confirmed Performance Awards” means the number of Performance Awards (rounded to the nearest whole Common Unit)equal to the Target Award times the Performance Multiplier, as determined by the EQT Compensation Committee in accordancewith Exhibit A; provided, however, that if an EQT Change of Control, an EQM Change of Control or a Unit Delisting Eventoccurs on or before the Confirmation Date and while Grantee remains employed by the Company and/or its Affiliates, thenumber of Confirmed Performance Awards shall equal the Target Award, regardless of the Threshold Performance Goal or anyother performance considerations. The term “Confirmed Performance Awards” shall also include any Performance Awardsaccumulated after the Confirmation Date or, if earlier, an EQT Change of Control, an EQM Change of Control or a Unit DelistingEvent pursuant to Section 4 below.(c)“EQM Change of Control” means a “Change of Control” as defined in the EQM Plan.(d)“EQT Board” means the Company’s Board of Directors.(e)“EQT Change of Control” means a “Change of Control” as defined in the EQT Plan.(f)“EQT Compensation Committee” means the Management Development and Compensation Committee of the EQT Board.(g)“GP Board” means the Board of Directors of EQM Services, the general partner of EQM.(h)“Payment Date” is defined in Section 3 of this Agreement.(i)“Performance Multiplier” means the percentage, from 0% to 300%, that will be applied to the Target Award to determine themaximum number of Performance Awards that may ultimately vest and convert to Common Units based on Grantee’s continuedemployment through the applicable Vesting Date(s), as more fully described in Exhibit A hereto.(j)“Pro Rata Amount” is defined in Section 2 of this Agreement.(k)“Target Award” means the number of Performance Awards indicated on the cover page hereof as being the original TargetAward, plus any Performance Awards accumulated from distribution equivalents on the Target Award prior to the ConfirmationDate or, if earlier, an EQT Change of Control, an EQM Change of Control or a Unit Delisting Event pursuant to Section 4 below.(l)“Threshold Performance Goal” means the level of 2014 EBITDA, as indicated on Exhibit A hereto, that must be achieved inorder for any Performance Awards to be earned by Grantee pursuant to this Agreement (absent an EQT Change of Control, anEQM Change of Control or a Unit Delisting Event occurring on or before the Confirmation Date).(m)“Unit Delisting Event” means the date on which the Common Units cease to be publicly traded on an established securitiesmarket.(n)“Vesting Date” is defined in Section 2 of this Agreement.(o)“2014 EBITDA” means EQM’s earnings before interest, any income taxes, depreciation and amortization for the fiscal yearending December 31, 2014, excluding the impact of acquisitions and/or dispositions in which the total consideration paid,received or assumed is equal to or in excessSource: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.of $100 million, and as may be adjusted by the EQT Compensation Committee in its sole discretion as described in Exhibit A.The impact of acquisitions and/or dispositions less than $100 million may be considered for the purpose of the EQTCompensation Committee’s exercise of discretion as described in Exhibit A. Notwithstanding the foregoing and subject toExhibit A hereto, the impact of acquisitions by EQM from the Company and/or its other Affiliates shall not be excluded from thedetermination of 2014 EBITDA hereunder.2. Earning and Vesting of Performance Awards. The Performance Awards have been credited to a bookkeeping account on behalf ofGrantee and do not represent actual Common Units. Grantee shall have no right to exchange the Performance Awards for cash, units,other property or any other benefit and shall be a mere unsecured creditor of the Company with respect to such Performance Awardsand any future rights to benefits. The Performance Awards represent the right to earn and vest in up to 300% of the Target Award,payable in Common Units on the applicable Payment Date, depending on (i) EQM’s attainment of the Threshold Performance Goal andthe application of the Performance Multiplier to the Target Award in accordance with Exhibit A, and (ii) except as provided below,Grantee’s continued employment with the Company and/or its Affiliates through the applicable Vesting Date. Any Performance Awardsthat do not become Confirmed Performance Awards will immediately be forfeited without further consideration or any act or action byGrantee. Confirmed Performance Awards, if any, will vest and become non-forfeitable on the earliest to occur of the following (the“Vesting Date”):(a)as to 50% of the Confirmed Performance Awards, upon the Payment Date on or following January 1, 2015, provided Granteehas continued in the employment of the Company and/or its Affiliates through such date, and(b)as to 50% of the Confirmed Performance Awards, upon the Payment Date on or following January 1, 2016, provided Granteehas continued in the employment of the Company and/or its Affiliates through such date, or(c)as to 100% of the unpaid Confirmed Performance Awards, upon the occurrence of an EQT Change of Control, provided Granteehas continued in the employment of the Company and/or its Affiliates through such date, or(d)as to the Pro Rata Amount only, upon the termination of Grantee’s employment on or after January 1, 2015 under the circumstances described in the following sentence.If Grantee’s employment is terminated involuntarily and without fault on Grantee’s part (including without limitation terminationresulting from death or Disability (as defined in the EQT Plan)), any unvested Confirmed Performance Awards will vest as follows(such percentage of Confirmed Performance Awards then vesting is defined as the “Pro Rata Amount”):Termination Date Percent VestingPrior to January 1, 2015 0%January 1, 2015 and thereafter 50%In the event Grantee’s employment terminates for any other reason, including retirement, at any time prior to the applicable VestingDate, all of Grantee’s Performance Awards subject to such Vesting Date will immediately be forfeited without further consideration orany act or action by Grantee. Notwithstanding anything to the contrary in this Section 2, if Grantee’s employment is terminatedvoluntarily or involuntarily without fault on Grantee’s part (including retirement) and Grantee remains on the EQT Board or the GPBoard following such termination of employment, then notwithstanding any prior agreement to the contrary (including an agreement toenter into a form of an executive alternative work arrangement), Grantee’s Performance Awards shall not be forfeited but shall continueto vest in accordance with the above-3-Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.provisions for as long as Grantee remains on the EQT Board and/or the GP Board, in which case any references herein and on ExhibitA to Grantee’s employment shall be deemed to include his or her continued service on such board.Notwithstanding anything to the contrary in this Section 2, if Grantee’s position within the Company or an Affiliate changes to aposition which is not eligible for long-term incentive awards, as determined by the Company’s Vice President and Chief HumanResources Officers or the GP Board, as applicable (or if Grantee is an executive officer of the Company, as determined by the EQTCompensation Committee), all unvested Performance Awards will immediately be forfeited without further consideration or any act oraction by Grantee.3. Form and Time of Payment. Confirmed Performance Awards shall be payable on the applicable payment date (each, a “PaymentDate”) as provided in this Section 3:•The Payment Date for Confirmed Performance Awards vesting pursuant to Section 2(a) shall be a date selected by the Companythat is no later than 60 days after January 1, 2015. Except as set forth below, such awards shall be paid on the Payment Date inCommon Units, equal to one Common Unit times the number of Confirmed Performance Awards then vesting.•The Payment Date for Confirmed Performance Awards vesting pursuant to Section 2(b) shall be a date selected by the Companythat is no later than 60 days after January 1, 2016. Except as set forth below, such awards shall be paid on the Payment Date inCommon Units, equal to one Common Unit times the number of Confirmed Performance Awards then vesting.•The Payment Date for Confirmed Performance Awards vesting pursuant an EQT Change of Control as provided under Section2(c) shall be the closing date of the EQT Change of Control. Except as set forth below, such awards shall be paid on thePayment Date in Common Units, equal to one Common Unit times the number of Confirmed Performance Awards then vesting.•The Payment Date for Confirmed Performance Awards vesting pursuant to Section 2(d) shall be a date selected by the Companythat is no later than 60 days after Grantee’s qualifying termination of employment. Except as set forth below, such awards shallbe paid on the Payment Date in Common Units, equal to one Common Unit times the number of Confirmed PerformanceAwards then vesting.Notwithstanding the foregoing, in the event of an EQT Change of Control, an EQM Change of Control or a Unit Delisting Event, theEQT Compensation Committee may elect to pay the Confirmed Performance Awards on the applicable Payment Date in cash, in anamount equal to the number of Common Units otherwise payable multiplied by the Fair Market Value (as defined in the EQM Plan) ofthe Common Units as of the business day immediately preceding the EQT Change of Control, the EQM Change of Control or the UnitDelisting Event, as the case may be. Common Units distributed to Grantee under this Agreement shall be registered in Grantee’s nameon the books of EQM as of the applicable Payment Date(s).4. Distribution Equivalents. If and when distributions are paid with respect to the Common Units while the Performance Awards areoutstanding, the dollar amount or fair market value of such distributions with respect to the number of Common Units then underlyingthe Performance Awards shall be converted into additional Performance Awards in Grantee’s name, based on the Fair Market Value ofthe Common Units as of the date such distributions were payable, and such additional Performance Awards shall be subject to the sameperformance and time-vesting conditions and transfer restrictions as apply to the Performance Awards with respect to which they relate.-4-Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.5. Restrictions on Transfer and Pledge. No right or interest of Grantee in the Performance Awards may be pledged, encumbered, orhypothecated or be made subject to any lien, obligation, or liability of Grantee to any other party other than the Company or anAffiliate. Except as provided in the EQT Plan, the Performance Awards may not be sold, assigned, transferred, or otherwise disposed ofby Grantee other than by will or the laws of descent and distribution. The designation of a beneficiary shall not constitute a transfer.6. Limitation of Rights. The Performance Awards do not confer to Grantee or Grantee’s beneficiary, executors or administrators anyrights of a unitholder of EQM until Common Units are issued to Grantee upon settlement of the Performance Awards. Grantee shall nothave voting or any other rights as a unitholder of EQM with respect to the Performance Awards. Upon conversion of the PerformanceAwards into Common Units, Grantee will obtain the voting and other rights as a holder of Common Units of EQM.7. Payment of Taxes. The Company or any Affiliate employing Grantee has the authority and the right to deduct or withhold, orrequire Grantee to remit to the employer, an amount sufficient to satisfy federal, state, and local taxes (including Grantee’s FICAobligation) required by law to be withheld with respect to any taxable event arising as a result of the Performance Awards. With respectto withholding required upon any taxable event arising as a result of the Performance Awards, the employer may satisfy the taxwithholding required by withholding Common Units having a Fair Market Value as of the date that the amount of tax to be withheld isto be determined as nearly equal as possible to (but no more than) the total minimum statutory tax required to be withheld. Theobligations of the Company and EQM Services under this Agreement will be conditional on such payment or arrangements, and theCompany and, where applicable, its Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from anypayment of any kind otherwise due to Grantee.8. EQT Plan Controls. This Agreement and Grantee’s rights hereunder are subject to all the terms and conditions of the EQT Plan andthe EQM Plan, as the same may be amended from time to time, as well as to such rules and regulations as the EQT CompensationCommittee may adopt for administration of the EQT Plan and the EQM Plan. Notwithstanding anything to the contrary in the EQT Planor the EQM Plan, it is expressly understood that only the EQT Compensation Committee is authorized to interpret and administer theEQT Plan, the EQM Plan and this Agreement, and to make all decisions and determinations as it may deem necessary or advisable forthe administration thereof, all of which shall be final and binding upon Grantee, the Company and EQM Services. In the event of anyactual or alleged conflict between the provisions of the EQT Plan, the EQM Plan and/or this Agreement, the provisions of the EQT Plan(and not the EQM Plan) shall be controlling and determinative. Any conflict between this Agreement and the terms of a writtenemployment agreement with Grantee that has been approved, ratified, or confirmed by the EQT Compensation Committee, the EQTBoard or the GP Board prior to the Grant Date shall be decided in favor of the provisions of such employment agreement.9. Source of Common Units. The Performance Awards are granted under the EQT Plan, which allows such awards to be settled incash, common stock of the Company, or other property. The Performance Awards are also granted under the EQM Plan, which allowssuch awards to be settled in cash, Common Units, or other property. The Common Units to be issued to Grantee upon settlement ofConfirmed Performance Awards hereunder (a) constitute “other property” within the meaning of the EQT Plan and (b) shall countagainst the number of Common Units reserved for issuance under the EQM Plan.10. Recoupment Policy. Common Units, cash or other property awarded hereunder shall be subject to the terms and conditions of anycompensation recoupment policy adopted from time to time by the EQT Board or any committee of the EQT Board, to the extent suchpolicy is applicable to the Performance Awards.-5-Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.11. Relationship to Other Benefits. The Performance Awards shall not affect the calculation of benefits under the Company’s or itsAffiliates’ qualified retirement plans or any other retirement, compensation or benefit plan or program of the Company or its Affiliates,except to the extent specifically provided in such other plan or program. Nothing herein shall prevent the Company or its Affiliatesfrom maintaining additional compensation plans and arrangements; provided, however, that no payments shall be made under suchplans and arrangements if the effect thereof would be the payment of compensation otherwise payable under this Agreement regardlessof whether the Threshold Performance Goal was attained.12. Amendment. Subject to the terms of the EQT Plan and/or the EQM Plan, this Agreement may be modified or amended by the EQTCompensation Committee; provided that no such amendment shall materially and adversely affect the rights of Grantee hereunderwithout the consent of Grantee. Notwithstanding the foregoing, Grantee hereby expressly agrees to any amendment to the EQT Planand/or the EQM Plan and this Agreement to the extent necessary to comply with applicable law or changes to applicable law (including,but not limited to, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) and related regulations or otherguidance and federal securities laws.13. Successor. All obligations of the Company under the EQT Plan and this Agreement, or of EQM Services under the EQM Plan andthis Agreement, with respect to the Performance Awards, shall be binding on any successor to the Company or EQM Services, as thecase may be, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise,of all or substantially all of the business and/or assets of the Company or EQM Services, as the case may be.14. Applicable Law. This Agreement shall be governed by and construed under the laws of the Commonwealth of Pennsylvaniawithout regard to its conflict of law provisions.15. Notice. Except as may be otherwise provided by the EQT Plan or the EQM Plan or determined by the EQT CompensationCommittee and communicated to Grantee, notices and communications hereunder must be in writing and shall be deemed sufficientlygiven if either hand-delivered or if sent by fax or overnight courier, or by postage paid first class mail. Notices sent by mail shall bedeemed received five business days after mailed, but in no event later than the date of actual receipt. Notices shall be directed, if toGrantee, at Grantee’s address indicated by the Company’s records or, if to the Company or EQM Services, at the Company’s or EQMServices’ principal executive office, Attention: Corporate Director, Compensation and Benefits.16. Dispute Resolution. Notwithstanding anything to the contrary in the EQT Plan or the EQM Plan, Grantee may make a claim onlyto the EQT Compensation Committee with regard to a payment of compensation provided herein. If the EQT Compensation Committeereceives a claim in writing, the EQT Compensation Committee must provide notice to Grantee of the EQT Compensation Committee’sdecision on the claim in writing within a reasonable period of time after receipt of the claim (not to exceed 120 days). The notice shallset forth the following information:(a)The specific basis for its decision,(b)Specific reference to pertinent Agreement, EQT Plan, or EQM Plan provisions on which the decision is based,(c)A description of any additional material or information necessary for Grantee to perfect a claim and an explanation of whysuch material or information is necessary, and(d)An explanation of the claim review procedure.-6-Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.17. Tax Consequences to Grantee. It is intended that: (i) until the applicable Vesting Date occurs, Grantee’s right to receive CommonUnits under this Agreement shall be considered to be subject to a substantial risk of forfeiture in accordance with those terms as definedor referenced in Sections 83(a), 409A and 3121(v)(2) of the Code; and (ii) until the Performance Awards are converted to CommonUnits on the applicable Payment Date, Grantee shall have merely an unfunded, unsecured promise to receive such Common Units, andsuch unfunded promise shall not consist of a transfer of “property” within the meaning of Section 83 of the Code.18. Plan and Company Information. Grantee may access important information about the Company, the EQT Plan, and the EQM Planthrough the Company’s Knowledge Center and website. Copies of the EQT Plan, EQT Plan Prospectus, EQM Plan, and EQM PlanProspectus can be found by logging into the Fidelity NetBenefits website, which can be found at www.netbenefits.fidelity.com, andclicking on the “Stock Plans” tab and then “EQM Performance Awards” and “Plan Information and Documents.” Copies of theCompany’s most recent Annual Report on Form 10-K and Proxy Statement can be found at www.eqt.com by clicking on the“Investors” link on the main page and then “SEC Filings.” Copies of EQM’s most recent Annual Report on Form 10-K can be found atwww.eqtmidstreampartners.com by clicking on the “Investors” link on the main page and then “SEC Filings.” Paper copies of suchdocuments are available upon request made to the Company’s or EQM’s Corporate Secretary, as appropriate.-7-Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.EXHIBIT ADetermination and Vesting of Performance AwardsThe target number of Performance Awards subject to this Award is described in the 2014 EQM Value Driver Performance AwardAgreement to which this Exhibit A is attached (the “Target Award”). Grantee may earn and vest in 0% to 300% of the Target Award,depending on (i) EQM’s achievement of a minimum level of EBITDA for 2014, (ii) the EQT Compensation Committee’s determinationof the Performance Multiplier, taking into consideration certain financial performance measures and value drivers and individualperformance on value drivers, and (iii) Grantee’s continued employment through the applicable Vesting Date(s), as follows:1. Between December 31, 2014 and March 1, 2015 (i.e., on the Confirmation Date), the EQT Compensation Committee shalldetermine and certify EQM’s 2014 EBITDA and the Performance Multiplier applicable to this Award:(a)If 2014 EBITDA (as adjusted, if at all, in accordance with Section 2 below) is less than EQM’s 2014 business plan EBITDA,the Performance Multiplier shall be 0% and the entire Award will be forfeited without further consideration or any act oraction by Grantee.(b)If 2014 EBITDA (as adjusted, if at all, in accordance with Section 2 below) is equal to EQM’s 2014 business plan EBITDA orabove, the Performance Multiplier will be 300%, subject to the EQT Compensation Committee’s discretion to determine that alower Performance Multiplier shall apply to this Award. In exercising such discretion, the EQT Compensation Committee shallconsider and be guided by the following considerations: (i) the financial performance measures and value drivers of theapplicable short-term incentive program of the Company for calendar year 2014, and (ii) if desired, Grantee’s individualperformance on his or her 2014 EQM-related value drivers. Notwithstanding its certification of the Performance Multiplier onthe Confirmation Date, the EQT Compensation Committee may further reduce the Performance Multiplier at any time prior toDecember 31, 2015 in the event that any of the value driver results used to originally determine the Performance Multiplierare determined to be materially inaccurate, regardless of whether misconduct of any person was involved or whether theinaccuracy leads to a restatement of financial results. The EQT Compensation Committee may choose not to reduce thePerformance Multiplier based on the facts and circumstances or legal constraints.2. 2014 EBITDA is subject to adjustment as follows:(a)The EQT Compensation Committee may, in circumstances determined by the EQT Compensation Committee to beappropriate in its discretion, adjust 2014 EBITDA upward or downward for the impact on such financial measure resultingfrom (i) extraordinary items, (ii) a new lease related to the Allegheny Valley Connector, (iii) acquisitions and/or dispositionsless than $100 million, and/or (iv) any recast of EQM’s 2014 financial statements related to EQM’s acquisition of assets undercommon control.(b)In the event any acquisition by EQM from the Company and/or any of its Affiliates included in EQM’s 2014 business plan isnot consummated in the month reflected in such business plan but is consummated on or prior to December 31, 2014, 2014EBITDA may be adjusted upward or-8-Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.downward to reflect the impact of the acceleration or delay of the closing date of such acquisition, as determined by the EQTCompensation Committee to be appropriate in its discretion.(c)In the event any acquisition by EQM from the Company and/or any of its Affiliates included in EQM’s 2014 business plan isnot consummated on or prior to December 31, 2014, 2014 EBITDA shall be adjusted to include the planned impact of suchacquisition. 3. Grantee’s Confirmed Performance Awards shall be determined by multiplying the Target Award by the Performance Multiplier.Notwithstanding the above, if an EQT Change of Control, an EQM Change of Control or a Unit Delisting Event occurs on or before theConfirmation Date and while Grantee remains employed by the Company and/or its Affiliates, the number of Confirmed PerformanceAwards shall equal the Target Award, regardless of the Threshold Performance Goal or any other performance considerations.4. The Confirmed Performance Awards shall be further subject to service-based vesting requirements, such that they will vest andconvert to Common Units only if and when Grantee remains employed with the Company or any of its Affiliates through the applicableVesting Date(s), as provided in Section 2 of the 2014 EQM Value Driver Performance Award Agreement.-9-Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 10.9(a)EQT CORPORATION[INSERT YEAR] RESTRICTED STOCK UNIT AWARD AGREEMENT (STANDARD)Non-transferableG R A N T T O_______________________________(“Grantee”)DATE OF GRANT: [Insert Grant Date] (“Grant Date”)by EQT Corporation (the “Company”) of [_______] restricted stock units, which vest and convert into the right to receive a cashpayment equal to the value of an equivalent number of shares of the Company’s common stock (the “Common Stock”), pursuant toand subject to the provisions of the EQT Corporation 2014 Long-Term Incentive Plan (as amended from time to time, the “Plan”), andthe terms and conditions set forth on the following pages of this award agreement (this “Agreement”).The restricted stock units awarded under this Agreement shall not be effective unless, no later than 45 days after the Grant Date, (i)Grantee accepts the restricted stock units through the Fidelity NetBenefits website, which can be found atwww.netbenefits.fidelity.com, and (ii) to the extent Grantee is not already subject to a confidentiality, non-solicitation and non-competition agreement with the Company, Grantee executes a confidentiality, non-solicitation and non-competition agreementacceptable to the Company.When Grantee accepts the restricted stock units awarded under this Agreement through the Fidelity NetBenefits website, Grantee shallbe deemed to have (i) acknowledged receipt of the restricted stock units granted on the Grant Date (the terms of which are subject to theterms and conditions of this Agreement and the Plan) and copies of this Agreement and the Plan, and (ii) agreed to be bound by all theprovisions of this Agreement and the Plan.Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.TERMS AND CONDITIONS1. Defined Terms. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in thePlan. In addition, and notwithstanding any contrary definition in the Plan, for purposes of this Agreement:(a)“Good Reason” means Grantee’s resignation within 90 days after: (i) a reduction in Grantee’s base salary of 10% or more (unlessthe reduction is applicable to all similarly situated employees); (ii) a reduction in Grantee’s annual short-term bonus target of10% or more (unless the reduction is applicable to all similarly situated employees); (iii) a significant diminution in Grantee’s jobresponsibilities, duties or authority; (iv) a change in the geographic location of Grantee’s primary reporting location of more than50 miles; and/or (v) any other action or inaction that constitutes a material breach by the Company of this Agreement.A termination by Grantee shall not constitute termination for Good Reason unless Grantee first delivers to the General Counsel ofthe Company written notice: (i) stating that Grantee intends to resign for Good Reason pursuant to this Agreement; and (ii)setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must begiven no later than 90 days after the initial occurrence of such event). The Company shall have a reasonable period of time (notless than 30 days) to take action to correct, rescind or substantially reverse the occurrence supporting termination for GoodReason as identified by Grantee. Failure by the Company to act or respond to the written notice shall not be deemed to be anadmission that Good Reason exists.(b)“Payment Date” is defined in Section 4 of this Agreement.(c)“Pro Rata Amount” is defined in Section 3 of this Agreement.(d)“Qualifying Change of Control” means a Change of Control (as then defined in the Plan) unless (i) Grantee’s Restricted StockUnits are assumed by the surviving entity of the Change of Control (or otherwise equitably converted or substituted inconnection with the Change of Control in a manner approved by the Committee) or (ii) the Company is the surviving entity ofthe Change of Control.(e)“Qualifying Termination” means the involuntary termination by the Company (or, as applicable, its successor) of Grantee’semployment as a result of (i) the sale, consolidation or full or partial shutdown of a facility, department or business unit; (ii) aposition elimination because of a reorganization or lack of work; or (iii) Grantee’s death or Disability.(f)“Restricted Stock Units” means collectively, the original number of restricted stock units awarded to Grantee on the Grant Dateas designated in the first paragraph of this Agreement together with any additional restricted stock units accumulated fromdividend equivalents in accordance with Section 5 of this Agreement.(g)“Vesting Date” is defined in Section 2 of this Agreement.2. Vesting of Restricted Stock Units. The Restricted Stock Units have been credited to a bookkeeping account on behalf of Granteeand do not represent actual shares of Common Stock. Grantee shall have no right to exchange the Restricted Stock Units for cash, stockor any other benefit and shall be a mere unsecured creditor of the Company with respect to such Restricted Stock Units and any futurerights to benefits.Except as may be otherwise provided below or under any written employment-related agreement with Grantee (including anyconfidentiality, non-solicitation, non-competition, change of control or similar agreement), if any, the Restricted Stock Units will vestand become non-forfeitable on the earliest to occur of the following (the “Vesting Date”):-2-Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(a)as to 100% of the Restricted Stock Units, on the third anniversary of the Grant Date, provided Grantee has continued in theemployment of the Company and/or its Affiliates through such date, or(b)as to 100% of the Restricted Stock Units, upon the occurrence of a Qualifying Change of Control, provided Grantee hascontinued in the employment of the Company and/or its Affiliates through such date, or(c)as to 100% of the Restricted Stock Units, upon (i) the termination of Grantee’s employment under the circumstances described inclause (i) under Section 3(a) below or (ii) Grantee’s qualifying resignation under the circumstances described in clause (ii)under Section 3(a) below, or(d)as to the Pro Rata Amount only, upon the termination of Grantee’s employment under the circumstances described in Section3(b) below.3. Change in Status.(a)Notwithstanding Section 9 of the Plan, in the event that following a Change of Control that is not a Qualifying Change ofControl, (i) Grantee’s employment is terminated and such termination is a Qualifying Termination or (ii) Grantee resigns forGood Reason, in each case prior to the second anniversary of the effective date of the Change of Control, the Restricted StockUnits will vest.As a condition to the vesting of any Restricted Stock Units in connection with a Qualifying Termination pursuant to Section 3(a)(i)above, or Grantee’s resignation for Good Reason pursuant to Section 3(a)(ii) above, Grantee will be required to execute and not revokea full release of claims in a form acceptable to the Company within 30 days of the Qualifying Termination or resignation, as applicable.Failure to satisfy this condition will result in forfeiture of such Restricted Stock Units.(b)Except as provided in Section 3(a) above, if Grantee’s employment is terminated and such termination is a QualifyingTermination, the Restricted Stock Units will vest as follows (such percentage of Restricted Stock Units then vesting is definedas the “Pro Rata Amount”):Termination Date Percent VestingPrior to the first anniversary of the Grant Date 0%On or after the first anniversary of the Grant Date and prior tothe second anniversary of the Grant Date 25%On or after the second anniversary of the Grant Date andprior to the third anniversary of the Grant Date 50%As a condition to the vesting of any Restricted Stock Units in connection with a Qualifying Termination pursuant to Section 3(b) above,Grantee will be required to execute and not revoke a full release of claims in a form acceptable to the Company within 30 days of theQualifying Termination. Failure to satisfy this condition will result in forfeiture of such Restricted Stock Units.Except as may be otherwise provided under any written employment-related agreement with Grantee, if any, in the event Grantee’semployment terminates for any other reason, including retirement, at any time prior to the applicable Vesting Date, all of Grantee’sRestricted Stock Units will immediately be forfeited without further consideration or any act or action by Grantee. Notwithstandinganything to the contrary in this Section 3, if Grantee’s employment is terminated and such termination is voluntary (includingretirement) or such termination is a Qualifying Termination and Grantee remains on the board of directors of the Company, EQTMidstream Services, LLC or EQT GP Services, LLC following such termination of employment, Grantee’s Restricted Stock Units shallnot be forfeited but shall continue to vest in accordance-3-Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.with the above provisions for as long as Grantee remains on such board of directors, in which case any references herein to Grantee’semployment shall be deemed to include his or her continued service on such board.4. Form and Time of Payment. The Restricted Stock Units shall be payable on the applicable payment date (each, a “Payment Date”)as provided in this Section 4:•The Payment Date for Restricted Stock Units vesting pursuant to Section 2(a) shall be a date selected by the Company that is nolater than five business days after the third anniversary of the Grant Date. Except as set forth below, such awards shall be paidon the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock as of the businessday immediately preceding the third anniversary of the Grant Date, times (ii) the number of Restricted Stock Units then vesting.•The Payment Date for Restricted Stock Units vesting pursuant to Section 2(b) shall be the closing date of the Qualifying Changeof Control. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Valueper share of the Company’s Common Stock as of the business day immediately preceding the closing date of the QualifyingChange of Control, times (ii) the number of Restricted Stock Units then vesting.•The Payment Date for Restricted Stock Units vesting pursuant to Sections 2(c) and 2(d) shall be a date selected by the Companythat is: (i) if a Qualifying Termination under the circumstances described in clause (i) of Section 3(a) above, no later than fivebusiness days after such Qualifying Termination (or no later than five business days after any release of claims required underSection 3(a) becomes effective), or (ii) if a qualifying resignation under the circumstances described in clause (ii) of Section 3(a)above, as soon as reasonably practicable after such qualifying resignation (or no later than five business days after any releaseof claims required under Section 3(a) becomes effective), or (iii) if a Qualifying Termination under the circumstances describedSection 3(b) above, no later than five business days after the release of claims becomes effective. Except as set forth below,such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s CommonStock as of the last business day of the month preceding the date of the applicable employment termination, times (ii) thenumber of Restricted Stock Units then vesting.Notwithstanding the foregoing, the Committee may determine, in its discretion and for any reason, that the Restricted Stock Units willbe paid in whole or in part in shares of Common Stock. If Grantee receives payment in the form of Common Stock, such awards shallbe paid on the Payment Date, in whole or in part, in shares of Common Stock, equal to one share of Common Stock times the numberof Restricted Stock Units then vesting (or portion thereof determined by the Committee).Except as provided in Section 3(a), if Grantee’s position within the Company or an Affiliate changes to a position which is not eligiblefor long-term incentive awards, as determined by the Company’s Chief Human Resources Officer (or if Grantee is an executive officerof the Company, as determined by the Committee), all unvested Restricted Stock Units will immediately be forfeited without furtherconsideration or any act or action by Grantee.5. Dividend Equivalents. If the Restricted Stock Units are outstanding on the record date for dividends or other distributions withrespect to the Common Stock, then (i) if such dividends or distributions are paid on or before the Payment Date, the dollar amount orfair market value of such dividends or distributions with respect to the number of shares of Common Stock then underlying theRestricted Stock Units shall be converted into additional Restricted Stock Units in Grantee’s name, based on the Fair Market Value ofthe-4-Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Common Stock as of the date such dividends or distributions are paid, or (ii) if such dividends or distributions are paid after thePayment Date, Grantee shall receive a cash payment in respect of such dividends or distributions. Any additional restricted stock unitspursuant to this Section 5 shall be subject to the same time-vesting conditions and transfer restrictions as apply to the Restricted StockUnits with respect to which they relate.6. Restrictions on Transfer and Pledge. No right or interest of Grantee in the Restricted Stock Units may be pledged, encumbered, orhypothecated or be made subject to any lien, obligation, or liability of Grantee to any other party other than the Company or anAffiliate. Except as provided in the Plan, the Restricted Stock Units may not be sold, assigned, transferred, or otherwise disposed of byGrantee other than by will or the laws of descent and distribution. The designation of a beneficiary shall not constitute a transfer.7. Limitation of Rights. The Restricted Stock Units do not confer to Grantee or Grantee’s beneficiary, executors or administrators anyrights of a shareholder of the Company. Grantee shall not have voting or any other rights as a shareholder of the Company with respectto the Restricted Stock Units.8. Payment of Taxes. The Company or any Affiliate employing Grantee has the authority and the right to deduct or withhold, orrequire Grantee to remit to the employer, an amount sufficient to satisfy federal, state, and local taxes (including Grantee’s FICAobligation) required by law to be withheld with respect to any taxable event arising as a result of this award. With respect to withholdingrequired upon any taxable event arising as a result of this award, to the extent the Committee determines that the Restricted Stock Unitswill be paid in shares of Common Stock, the employer shall satisfy the tax withholding required by withholding shares of CommonStock having a Fair Market Value as of the date that the amount of tax to be withheld is to be determined as nearly equal as possible to(but no more than) the total minimum statutory tax required to be withheld. The obligations of the Company under this Agreement willbe conditional on such payment or arrangements, and the Company and, where applicable, its Affiliates will, to the extent permitted bylaw, have the right to deduct any such taxes from any payment of any kind otherwise due to Grantee.9. Plan Controls. This Agreement and Grantee’s rights hereunder are subject to all the terms and conditions of the Plan and such rulesand regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorizedto interpret and administer the Plan and this Agreement, and to make all decisions and determinations as it may deem to be necessary oradvisable for the administration thereof, all of which shall be final and binding upon Grantee and the Company. In the event of anyactual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall becontrolling and determinative. Any conflict between this Agreement and the terms of a written employment-related agreement withGrantee effective on or prior to the Grant Date shall be decided in favor of the provisions of such employment-related agreement.10. Recoupment Policy. Amounts paid to Grantee hereunder shall be subject to the terms and conditions of any compensationrecoupment policy adopted from time to time by the Company’s board of directors or any committee of such board, to the extent suchpolicy is applicable to Grantee and the Restricted Stock Units.11. Relationship to Other Benefits. The Restricted Stock Units shall not affect the calculation of benefits under the Company’s or itsAffiliates’ qualified retirement plans or any other retirement, compensation or benefit plan or program of the Company or its Affiliates,except to the extent specifically provided in such other plan or program. Nothing herein shall prevent the Company or its Affiliatesfrom maintaining additional compensation plans and arrangements.-5-Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.12. Amendment. Subject to the terms of the Plan, this Agreement may be modified or amended by the Committee; provided that nosuch amendment shall materially and adversely affect the rights of Grantee hereunder without the consent of Grantee. Notwithstandingthe foregoing, Grantee hereby expressly agrees to any amendment to the Plan and this Agreement to the extent necessary to complywith applicable law or changes to applicable law (including, but not limited to, Code Section 409A) and related regulations or otherguidance and federal securities laws.13. Successor. All obligations of the Company under the Plan and this Agreement, with respect to the Restricted Stock Units, shall bebinding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger,consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.14. Applicable Law. This Agreement shall be governed by and construed under the laws of the Commonwealth of Pennsylvaniawithout regard to its conflict of law provisions.15. Notice. Except as may be otherwise provided by the Plan or determined by the Committee and communicated to Grantee, noticesand communications hereunder must be in writing and shall be deemed sufficiently given if either hand-delivered or if sent by fax orovernight courier, or by postage paid first class mail. Notices sent by mail shall be deemed received five business days after mailed, butin no event later than the date of actual receipt. Notices shall be directed, if to Grantee, at Grantee’s address indicated by the Company’srecords or, if to the Company, at the Company’s principal executive office, Attention: Corporate Director, Compensation and Benefits.16. Dispute Resolution. Any dispute regarding the payment of benefits under this Agreement or the Plan shall be resolved inaccordance with the EQT Corporation Long-Term Incentive Dispute Resolution Procedures as in effect at the time of such dispute. Acopy of such procedures is available on the Fidelity NetBenefits website, which can be found at www.netbenefits.fidelity.com.17. Tax Consequences to Grantee. It is intended that: (i) until the applicable Vesting Date occurs, Grantee’s right to payment for anaward under this Agreement shall be considered to be subject to a substantial risk of forfeiture in accordance with those terms asdefined or referenced in Sections 83(a), 409A and 3121(v)(2) of the Code; and (ii) until the award is paid on the applicable PaymentDate, Grantee shall have merely an unfunded, unsecured promise to receive such award, and such unfunded promise shall not consistof a transfer of “property” within the meaning of Section 83 of the Code.18. Plan and Company Information. Grantee may access important information about the Company and the Plan through theCompany’s website. Copies of the Plan and Plan Prospectus can be found by logging into the Fidelity NetBenefits website, which canbe found at www.netbenefits.fidelity.com, and clicking on the “Stock Plans” tab and then following the prompts to the Plan documents.Copies of the Company’s most recent Annual Report on Form 10-K, Proxy Statement and other information generally delivered to theCompany’s shareholders can be found at www.eqt.com by clicking on the “Investors” link on the main page and then “SEC Filings.”Paper copies of such documents are available upon request made to the Company’s Corporate Secretary.-6-Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 10.9(c)EQT CORPORATION2015 VALUE DRIVER PERFORMANCE AWARD AGREEMENTNon-transferableG R A N T T O_______________________________(“Grantee”)DATE OF GRANT: [Grant Date], 2015 (“Grant Date”)by EQT Corporation (the “Company”) of Performance Awards (the “Performance Awards”), representing the right to earn, on a one-for-one basis, shares of the Company’s common stock (the “Common Stock”), pursuant to and subject to the provisions of the EQTCorporation 2014 Long-Term Incentive Plan (as amended from time to time, the “Plan”), and the terms and conditions set forth on thefollowing pages of this award agreement (this “Agreement”).The target number of Performance Awards subject to this award is [____________] (as more fully described herein, the “TargetAward”). Depending on the Company’s level of attainment of a specified performance goal for the one-year period beginning January1, 2015 and ending December 31, 2015, Grantee may earn and vest in 0% to 300% of the Target Award, in accordance with Exhibit Aand the terms of this Agreement.Grantee’s Performance Awards under this Agreement shall not be effective unless, no later than 45 days after the Grant Date, (i)Grantee accepts the Performance Awards through the Fidelity NetBenefits website, which can be found atwww.netbenefits.fidelity.com, and (ii) Grantee executes a confidentiality, non-solicitation and non-competition agreement, or anamendment to Grantee’s existing agreement containing such provisions, in each case as determined by, and acceptable to, theCompany.When Grantee accepts the Performance Awards through the Fidelity NetBenefits website, Grantee shall be deemed to have (i)acknowledged receipt of the Performance Awards granted on the Grant Date (the terms of which are subject to the terms and conditionsof this Agreement and the Plan) and copies of this Agreement and the Plan, and (ii) agreed to be bound by all the provisions of thisAgreement and the Plan.Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.TERMS AND CONDITIONS1. Defined Terms. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in thePlan. In addition, and notwithstanding any contrary definition in the Plan, for purposes of this Agreement:(a)“Confirmation Date” means the date of the Committee’s certification of achievement of the Threshold Performance Goal,determination of the Performance Multiplier and approval of the Confirmed Performance Awards, but no later than March 1,2016.(b)“Confirmed Performance Awards” means the number of Performance Awards (rounded to the nearest whole share) equal to theTarget Award times the Performance Multiplier, as determined by the Committee in accordance with Exhibit A; provided,however, that if (i) a Qualifying Change of Control occurs on or before the Confirmation Date and while Grantee remainsemployed by the Company and/or its Affiliates, or (ii) Grantee’s employment is terminated under the circumstances described inSection 3(a) below on or before the Confirmation Date, the number of Confirmed Performance Awards shall in each case equalthe Target Award, regardless of the Threshold Performance Goal or any other performance considerations. The term “ConfirmedPerformance Awards” shall also include any Performance Awards converted from dividend equivalents after the ConfirmationDate or, if earlier, a Qualifying Change of Control or the termination of Grantee’s employment under the circumstancesdescribed in Section 3(a) below.(c)“Dropdown Transaction” means any transfer of assets, other than in the ordinary course of business, by the Company or anyAffiliate (other than the Partnership and any subsidiary of the Partnership) to the Partnership or any subsidiary of the Partnership,whether by sale of assets, merger or otherwise; provided that, upon the transfer of such assets, the assets continue to beconsolidated in the Company’s financial statements.(d)“Good Reason” means Grantee’s resignation within 90 days after: (i) a reduction in Grantee’s base salary of 10% or more (unlessthe reduction is applicable to all similarly situated employees); (ii) a reduction in Grantee’s annual short-term bonus target of10% or more (unless the reduction is applicable to all similarly situated employees); (iii) a significant diminution in Grantee’s jobresponsibilities, duties or authority; (iv) a change in the geographic location of Grantee’s primary reporting location of more than50 miles; and/or (v) any other action or inaction that constitutes a material breach by the Company of this Agreement.A termination by Grantee shall not constitute termination for Good Reason unless Grantee first delivers to the General Counsel ofthe Company written notice: (i) stating that Grantee intends to resign for Good Reason pursuant to this Agreement; and (ii)setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must begiven no later than 90 days after the initial occurrence of such event). The Company shall have a reasonable period of time (notless than 30 days) to take action to correct, rescind or substantially reverse the occurrence supporting termination for GoodReason as identified by Grantee. Failure by the Company to act or respond to the written notice shall not be deemed to be anadmission that Good Reason exists.(e)“Partnership” means EQT Midstream Partners, LP, an Affiliate of the Company.(f)“Payment Date” is defined in Section 4 of this Agreement.(g)“Performance Multiplier” means the percentage, from 0% to 300%, that will be applied to the Target Award to determine themaximum number of Performance Awards that may ultimately vest and convert to shares of Common Stock based on Grantee’scontinued employment through the applicable Vesting Date(s), as more fully described in Exhibit A hereto.(h)“Pro Rata Amount” is defined in Section 3 of this Agreement.Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(i)“Qualifying Change of Control” means a Change of Control (as then defined in the Plan) unless (i) all outstanding PerformanceAwards awarded pursuant to 2015 Value Driver Performance Award Agreements are assumed by the surviving entity of theChange of Control (or otherwise equitably converted or substituted in connection with the Change of Control in a mannerapproved by the Committee) or (ii) the Company is the surviving entity of the Change of Control.(j)“Qualifying Termination” means the involuntary termination by the Company (or, as applicable, its successor) of Grantee’semployment as a result of (i) the sale, consolidation or full or partial shutdown of a facility, department or business unit; (ii) aposition elimination because of a reorganization or lack of work; or (iii) Grantee’s death or Disability.(k)“Target Award” means the number of Performance Awards indicated on the cover page hereof as being the original TargetAward, plus any Performance Awards converted from dividend equivalents on the Target Award prior to the Confirmation Dateor, if earlier, a Qualifying Change of Control or the termination of Grantee’s employment under the circumstances described inSection 3(a) below.(l)“Threshold Performance Goal” means the level of 2015 EBITDA, as indicated on Exhibit A hereto, that must be achieved inorder for any Performance Awards to be earned by Grantee pursuant to this Agreement (absent a Qualifying Change of Controloccurring or the termination of Grantee’s employment under the circumstances described in Section 3(a) below, in each case onor before the Confirmation Date).(m)“Vesting Date” is defined in Section 2 of this Agreement.(n)“2015 EBITDA” means the Company’s income from continuing operations (which shall, for the avoidance of doubt, includeincome attributable to noncontrolling interests) before interest, income taxes, depreciation and amortization for the fiscal yearending December 31, 2015, (i) calculated using a fixed gas price equal to the price per Mcfe used in the Company’s 2015business plan, (ii) normalized for weather, and (iii) excluding the impact of acquisitions and/or dispositions in which the totalconsideration paid, received or assumed is in excess of $100 million. The impact of acquisitions and/or dispositions in excess of$50 million and less than or equal to $100 million may be considered for the purpose of the Committee’s exercise of downwarddiscretion as described in Exhibit A. For the avoidance of doubt, neither Dropdown Transactions nor the contribution or othertransfer of the Company’s interest in Mountain Valley Pipeline, LLC or the assets comprising the Mountain Valley Pipeline andrelated facilities to the Partnership or any subsidiary of the Partnership shall be deemed to be dispositions for purposes ofcalculating 2015 EBITDA.2. Earning and Vesting of Performance Awards. The Performance Awards have been credited to a bookkeeping account on behalf ofGrantee and do not represent actual shares of Common Stock. Grantee shall have no right to exchange the Performance Awards forcash, stock or any other benefit and shall be a mere unsecured creditor of the Company with respect to such Performance Awards andany future rights to benefits. The Performance Awards represent the right to earn and vest in up to 300% of the Target Award, payablein shares of Common Stock on the applicable Payment Date, depending on, except as provided below or under the terms of any writtenemployment-related agreement with Grantee (including any confidentiality, non-solicitation, non-competition, change of control orsimilar agreement), (i) the Company’s attainment of the Threshold Performance Goal and the application of the Performance Multiplierto the Target Award in accordance with Exhibit A, and (ii) Grantee’s continued employment with the Company and/or its Affiliatesthrough the applicable Vesting Date. Any Performance Awards that do not become Confirmed Performance Awards will immediatelybe forfeited without further consideration or any act or action by Grantee. Confirmed Performance Awards, if any, will vest and becomenon-forfeitable on the earliest to occur of the following (the “Vesting Date”):(a)as to 50% of the Confirmed Performance Awards, upon the Payment Date on or following January 1, 2016, provided Granteehas continued in the employment of the Company and/or its Affiliates through such date, and-3-Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(b)as to 50% of the Confirmed Performance Awards, upon the Payment Date on or following January 1, 2017, provided Granteehas continued in the employment of the Company and/or its Affiliates through such date, or(c)as to 100% of the unpaid Confirmed Performance Awards, upon the occurrence of a Qualifying Change of Control, providedGrantee has continued in the employment of the Company and/or its Affiliates through such date, or(d)as to 100% of the unpaid Confirmed Performance Awards, upon (i) the termination of Grantee’s employment under thecircumstances described in clause (i) under Section 3(a) below or (ii) Grantee’s qualifying resignation under thecircumstances described in clause (ii) under Section 3(a) below, or(e)as to the Pro Rata Amount only, upon the termination of Grantee’s employment under the circumstances described in Section3(b) below.3. Change in Status.(a)Notwithstanding Section 9 of the Plan, in the event that following a Change of Control that is not a Qualifying Change ofControl, (i) Grantee’s employment is terminated and such termination is a Qualifying Termination or (ii) Grantee resigns forGood Reason, in each case prior to the second anniversary of the effective date of the Change of Control, any unvestedConfirmed Performance Awards will vest.(b)Except as provided in Section 3(a) above, if Grantee’s employment is terminated and such termination is a QualifyingTermination, any unvested Confirmed Performance Awards will vest as follows (such percentage of Confirmed PerformanceAwards then vesting is defined as the “Pro Rata Amount”):Termination Date Percent VestingPrior to January 1, 2016 0%January 1, 2016 and thereafter 50%Except as may otherwise be provided under the terms of any written employment-related agreement with Grantee, in the eventGrantee’s employment terminates for any other reason, including retirement, at any time prior to the applicable Vesting Date, all ofGrantee’s Performance Awards subject to such Vesting Date (including Performance Awards accumulated from dividend equivalents inaccordance with Section 5 below) will immediately be forfeited without further consideration or any act or action by Grantee.Notwithstanding anything to the contrary in this Section 3, if Grantee’s employment is terminated voluntarily (including retirement) orsuch termination is a Qualifying Termination and Grantee remains on the board of directors of the Company or EQT MidstreamServices, LLC following such termination of employment, then notwithstanding any prior agreement to the contrary (including anagreement to enter into a form of an executive alternative work arrangement), Grantee’s Performance Awards (including PerformanceAwards accumulated from dividend equivalents in accordance with Section 5 below) shall not be forfeited but shall continue to vest inaccordance with the above provisions for as long as Grantee remains on such board of directors, in which case any references hereinand on Exhibit A to Grantee’s employment shall be deemed to include his or her continued service on such board.Except as provided in Section 3(a), if Grantee’s position within the Company or an Affiliate changes to a position which is not eligiblefor long-term incentive awards, as determined by the Company’s ChiefHuman Resources Officer (or if Grantee is an executive officer of the Company, as determined by the Committee), all unvestedPerformance Awards will immediately be forfeited without further consideration or any act or action by Grantee.-4-Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.4. Form and Time of Payment. Confirmed Performance Awards shall be payable on the applicable payment date (each, a “PaymentDate”) as provided in this Section 4:•The Payment Date for Confirmed Performance Awards vesting pursuant to Section 2(a) shall be a date selected by the Companythat is no later than 60 days after January 1, 2016. Except as set forth below, such awards shall be paid on the Payment Date inshares of Common Stock, equal to one share of Common Stock times the number of Confirmed Performance Awards thenvesting.•The Payment Date for Confirmed Performance Awards vesting pursuant to Section 2(b) shall be a date selected by the Companythat is no later than 60 days after January 1, 2017. Except as set forth below, such awards shall be paid on the Payment Date inshares of Common Stock, equal to one share of Common Stock times the number of Confirmed Performance Awards thenvesting.•The Payment Date for Confirmed Performance Awards vesting pursuant to Section 2(c) shall be the closing date of theQualifying Change of Control. Except as set forth below, such awards shall be paid on the Payment Date in shares of CommonStock, equal to one share of Common Stock times the number of Confirmed Performance Awards then vesting.•The Payment Date for Confirmed Performance Awards vesting pursuant to Sections 2(d) and 2(e) shall be a date selected by theCompany that is: (i) if a Qualifying Termination under the circumstances described in clause (i) of Section 3(a) above or thecircumstances described in Section 3(b) above, no later than 60 days after such Qualifying Termination, or (ii) if a qualifyingresignation under the circumstances described in clause (ii) of Section 3(a) above, as soon as reasonably practicable after suchqualifying resignation. Except as set forth below, such awards shall be paid on the Payment Date in shares of Common Stock,equal to one share of Common Stock times the number of Confirmed Performance Awards then vesting.Notwithstanding the foregoing, the Committee may determine, in its discretion and for any reason, that Confirmed Performance Awardswill be paid in whole or in part in cash.5. Dividend Equivalents. If the Performance Awards are outstanding on the record date for dividends or other distributions withrespect to the Common Stock, then (a) if such dividends or distributions are paid on or before the final Payment Date, the dollar amountor fair market value of such dividends or distributions with respect to the number of shares of Common Stock then underlying thePerformance Awards shall be converted into additional Performance Awards in Grantee’s name, based on the Fair Market Value of theCommon Stock as of the date such dividends or distributions are paid, or (b) if such dividends or distributions are paid after the finalPayment Date, Grantee shall receive a cash payment in respect of such dividends or distributions. Any additional Performance Awardspursuant to this Section 5 shall be subject to the same performance and time-vesting conditions and transfer restrictions as apply to thePerformance Awards with respect to which they relate.6. Restrictions on Transfer and Pledge. No right or interest of Grantee in the Performance Awards may be pledged, encumbered, orhypothecated or be made subject to any lien, obligation, or liability of Grantee to any other party other than the Company or anAffiliate. Except as provided in the Plan, the Performance Awards may not be sold, assigned, transferred, or otherwise disposed of byGrantee other than by will or the laws of descent and distribution. The designation of a beneficiary shall not constitute a transfer.7. Limitation of Rights. The Performance Awards do not confer to Grantee or Grantee’s beneficiary, executors or administrators anyrights of a shareholder of the Company (including voting and other shareholder rights) unless and until shares of Common Stock are infact registered to or on behalf of Grantee in connection with the payment-5-Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.of the Performance Awards. Upon conversion of the Performance Awards into shares of Common Stock, Grantee will obtain full votingand other rights as a shareholder of the Company.8. Payment of Taxes. The Company or any Affiliate employing Grantee has the authority and the right to deduct or withhold, orrequire Grantee to remit to the employer, an amount sufficient to satisfy federal, state, and local taxes (including Grantee’s FICAobligation) required by law to be withheld with respect to any taxable event arising as a result of this award. With respect to withholdingrequired upon any taxable event arising as a result of this award, the employer may satisfy the tax withholding required by withholdingshares of Common Stock having a Fair Market Value as of the date that the amount of tax to be withheld is to be determined as nearlyequal as possible to (but no more than) the total minimum statutory tax required to be withheld. The obligations of the Company underthis Agreement will be conditional on such payment or arrangements, and the Company and, where applicable, its Affiliates will, to theextent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Grantee.9. Plan Controls. This Agreement and Grantee’s rights hereunder are subject to all the terms and conditions of the Plan and such rulesand regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorizedto interpret and administer the Plan and this Agreement, and to make all decisions and determinations as it may deem to be necessary oradvisable for the administration thereof, all of which shall be final and binding upon Grantee and the Company. In the event of anyactual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall becontrolling and determinative. Any conflict between this Agreement and the terms of a written employment-related agreement withGrantee shall be decided in favor of the provisions of such employment-related agreement.10. Recoupment Policy. Any shares of Common Stock distributed or amounts paid to Grantee hereunder, and any cash or otherbenefit acquired upon the sale of shares of Common Stock distributed hereunder, shall be subject to the terms and conditions of anycompensation recoupment policy adopted from time to time by the Company’s board of directors or any committee of such board, tothe extent such policy is applicable to Grantee and the Performance Awards.11. Relationship to Other Benefits. The Performance Awards shall not affect the calculation of benefits under the Company’s or itsAffiliates’ qualified retirement plans or any other retirement, compensation or benefit plan or program of the Company or its Affiliates,except to the extent specifically provided in such other plan or program. Nothing herein shall prevent the Company or its Affiliatesfrom maintaining additional compensation plans and arrangements; provided, however, that no payments shall be made under suchplans and arrangements if the effect thereof would be the payment of compensation otherwise payable under this Agreement regardlessof whether the Threshold Performance Goal was attained.12. Amendment. Subject to the terms of the Plan, this Agreement may be modified or amended by the Committee; provided that nosuch amendment shall materially and adversely affect the rights of Grantee hereunder without the consent of Grantee. Notwithstandingthe foregoing, Grantee hereby expressly agrees to any amendment to the Plan and this Agreement to the extent necessary to complywith applicable law or changes to applicable law (including, but not limited to, Code Section 409A) and related regulations or otherguidance and federal securities laws.13. Successor. All obligations of the Company under the Plan and this Agreement, with respect to the Performance Awards, shall bebinding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger,consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.-6-Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.14. Applicable Law. This Agreement shall be governed by and construed under the laws of the Commonwealth of Pennsylvaniawithout regard to its conflict of law provisions.15. Notice. Except as may be otherwise provided by the Plan or determined by the Committee and communicated to Grantee, noticesand communications hereunder must be in writing and shall be deemed sufficiently given if either hand-delivered or if sent by fax orovernight courier, or by postage paid first class mail. Notices sent by mail shall be deemed received five business days after mailed, butin no event later than the date of actual receipt. Notices shall be directed, if to Grantee, at Grantee’s address indicated by the Company’srecords or, if to the Company, at the Company’s principal executive office, Attention: Corporate Director, Compensation and Benefits.16. Dispute Resolution. Any dispute regarding the payment of benefits under this Agreement or the Plan shall be resolved inaccordance with the EQT Corporation Long-Term Incentive Dispute Resolution Procedures as in effect at the time of such dispute. Acopy of such procedures is available on the Company’s Total Rewards website, which can be found at www.eqtbenefitsolutions.com.17. Tax Consequences to Grantee. It is intended that: (i) until the applicable Vesting Date occurs, Grantee’s right to payment for anaward under this Agreement shall be considered to be subject to a substantial risk of forfeiture in accordance with those terms asdefined or referenced in Sections 83(a), 409A and 3121(v)(2) of the Code; and (ii) until the award is paid on the applicable PaymentDate, Grantee shall have merely an unfunded, unsecured promise to receive such award, and such unfunded promise shall not consistof a transfer of “property” within the meaning of Section 83 of the Code. The Performance Awards under this Agreement are intendedto meet the performance-based compensation exemption from Section 162(m) of the Code.18. Plan and Company Information. Grantee may access important information about the Company and the Plan through theCompany’s Knowledge Center and website. Copies of the Plan and Plan Prospectus can be found by logging into the FidelityNetBenefits website, which can be found at www.netbenefits.fidelity.com, and clicking on the “Stock Plans” tab and then “EQTPerformance Awards” and “Plan Information and Documents.” Copies of the Company’s most recent Annual Report on Form 10-K,Proxy Statement and other information generally delivered to the Company’s shareholders can be found at www.eqt.com by clickingon the “Investors” link on the main page and then “SEC Filings.” Paper copies of such documents are available upon request made tothe Company’s Corporate Secretary.-7-Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.EXHIBIT ADetermination and Vesting of Performance AwardsThe target number of Performance Awards subject to this Award is described in the 2015 Value Driver Performance Award Agreementto which this Exhibit A is attached (the “Target Award”). Grantee may earn and vest in 0% to 300% of the Target Award, depending on(i) the Company’s achievement of a minimum level of EBITDA for 2015, (ii) the Committee’s determination of the PerformanceMultiplier, taking into consideration certain financial performance measures and value drivers and individual performance on valuedrivers, and (iii) except as provided by Section 3 of the 2015 Value Driver Performance Award Agreement or under the terms of anywritten employment-related agreement with Grantee, Grantee’s continued employment through the applicable Vesting Date(s), asfollows:1. Subject in all cases to the terms of any written employment-related agreement with Grantee, between December 31, 2015 andMarch 1, 2016 (i.e., on the Confirmation Date), the Committee shall determine and certify the Company’s 2015 EBITDA and thePerformance Multiplier applicable to this Award:•If 2015 EBITDA is less than the Company’s 2015 business plan EBITDA, the Performance Multiplier shall be 0% and the entireAward shall be forfeited without further consideration or any act or action by Grantee.•If 2015 EBITDA is equal to the Company’s 2015 business plan EBITDA or above, the Performance Multiplier will be 300%,subject to the Committee’s discretion to determine that a lower Performance Multiplier shall apply to this Award. In exercisingsuch discretion, the Committee shall consider and be guided by the following considerations: (i) the financial performancemeasures and value drivers of the applicable short-term incentive program of the Company for calendar year 2015, and (ii) ifdesired, Grantee’s individual performance on his or her 2015 value drivers. Notwithstanding its certification of the PerformanceMultiplier on the Confirmation Date, the Committee may further reduce the Performance Multiplier at any time prior toDecember 31, 2016 in the event that any of the value driver results used to originally determine the Performance Multiplier aredetermined to be materially inaccurate, regardless of whether misconduct of any person was involved or whether the inaccuracyleads to a restatement of financial results. The Committee may choose not to reduce the Performance Multiplier based on thefacts and circumstances or legal constraints.If any event occurs on or after the Grant Date that causes the Company to report discontinued operations for 2015 not contemplated inthe Company’s 2015 business plan, the Company’s 2015 business plan EBITDA shall be adjusted to exclude the components of 2015EBITDA attributable to such discontinued operations.2. Grantee’s Confirmed Performance Awards shall be determined by multiplying the Target Award by the Performance Multiplier.Notwithstanding the above, if (i) a Qualifying Change of Control occurs on or before the Confirmation Date and while Grantee remainsemployed by the Company and/or its Affiliates, or (ii) Grantee’s employment is terminated under the circumstances described inSection 3(a) of the 2015 Value Driver Performance Award Agreement on or before the Confirmation Date, the number of ConfirmedPerformance Awards shall equal the Target Award, regardless of the Threshold Performance Goal or any other performanceconsiderations.3. Except as provided by Section 3 of the 2015 Value Driver Performance Award Agreement or under the terms of any writtenemployment-related agreement with Grantee, the Confirmed Performance Awards shall be further subject to service-based vestingrequirements, such that they will vest and convert to shares-8-Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.of Common Stock only if and when Grantee remains employed with the Company or any of its Affiliates through the applicableVesting Date(s), as provided in Section 2 of the 2015 Value Driver Performance Award Agreement.-9-Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 10.9(d)EQT CORPORATION2016 VALUE DRIVER PERFORMANCE SHARE UNITS AWARD AGREEMENTNon-transferableG R A N T T O_______________________________(“Grantee”)DATE OF GRANT: [Grant Date], 2016 (“Grant Date”)by EQT Corporation (the “Company”) of Performance Share Unit Awards (the “Performance Share Units”), representing the right toearn, on a one-for-one basis, a cash payment equal to the value of shares of the Company’s common stock (the “Common Stock”),pursuant to and subject to the provisions of the EQT Corporation 2014 Long-Term Incentive Plan (as amended from time to time, the“Plan”), and the terms and conditions set forth on the following pages of this award agreement (this “Agreement”).The target number of Performance Share Units subject to this award is [____________] (as more fully described herein, the “TargetAward”). Depending on the Company’s level of attainment of a specified performance goal for the one-year period beginning January1, 2016 and ending December 31, 2016, Grantee may earn and vest in 0% to 300% of the Target Award, in accordance with Exhibit Aand the terms of this Agreement.Grantee’s Performance Share Units under this Agreement shall not be effective unless, no later than 45 days after the Grant Date, (i)Grantee accepts the Performance Share Units through the Fidelity NetBenefits website, which can be found atwww.netbenefits.fidelity.com, and (ii) to the extent Grantee is not already subject to a confidentiality, non-solicitation and non-competition agreement with the Company, Grantee executes a confidentiality, non-solicitation and non-competition agreementacceptable to the Company.When Grantee accepts the Performance Share Units through the Fidelity NetBenefits website, Grantee shall be deemed to have (i)acknowledged receipt of the Performance Share Units granted on the Grant Date (the terms of which are subject to the terms andconditions of this Agreement and the Plan) and copies of this Agreement and the Plan, and (ii) agreed to be bound by all the provisionsof this Agreement and the Plan.Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.TERMS AND CONDITIONS1. Defined Terms. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in thePlan. In addition, and notwithstanding any contrary definition in the Plan, for purposes of this Agreement:(a)“Confirmation Date” means the date of the Committee’s certification of achievement of the Threshold Performance Goal,determination of the Performance Multiplier and approval of the Confirmed Performance Share Units, but no later than March 1,2017.(b)“Confirmed Performance Share Units” means the number of Performance Share Units (rounded to the nearest whole share) equalto the Target Award times the Performance Multiplier, as determined by the Committee in accordance with Exhibit A; provided,however, that if (i) a Qualifying Change of Control occurs on or before the Confirmation Date and while Grantee remainsemployed by the Company and/or its Affiliates, or (ii) Grantee’s employment is terminated under the circumstances described inSection 3(a) below on or before the Confirmation Date, the number of Confirmed Performance Share Units shall in each caseequal the Target Award, regardless of the Threshold Performance Goal or any other performance considerations. The term“Confirmed Performance Share Units” shall also include any Performance Share Units converted from dividend equivalents afterthe Confirmation Date or, if earlier, a Qualifying Change of Control or the termination of Grantee’s employment under thecircumstances described in Section 3(a) below.(c)“Dropdown Transaction” means any transfer of assets, other than in the ordinary course of business, by the Company or anyAffiliate (other than the Partnership and any subsidiary of the Partnership) to the Partnership or any subsidiary of the Partnership,whether by sale of assets, merger or otherwise; provided that, upon the transfer of such assets, the assets continue to beconsolidated in the Company’s financial statements.(d)“Good Reason” means Grantee’s resignation within 90 days after: (i) a reduction in Grantee’s base salary of 10% or more (unlessthe reduction is applicable to all similarly situated employees); (ii) a reduction in Grantee’s annual short-term bonus target of10% or more (unless the reduction is applicable to all similarly situated employees); (iii) a significant diminution in Grantee’s jobresponsibilities, duties or authority; (iv) a change in the geographic location of Grantee’s primary reporting location of more than50 miles; and/or (v) any other action or inaction that constitutes a material breach by the Company of this Agreement.A termination by Grantee shall not constitute termination for Good Reason unless Grantee first delivers to the General Counsel ofthe Company written notice: (i) stating that Grantee intends to resign for Good Reason pursuant to this Agreement; and (ii)setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must begiven no later than 90 days after the initial occurrence of such event). The Company shall have a reasonable period of time (notless than 30 days) to take action to correct, rescind or substantially reverse the occurrence supporting termination for GoodReason as identified by Grantee. Failure by the Company to act or respond to the written notice shall not be deemed to be anadmission that Good Reason exists.(e)“Partnership” means EQT Midstream Partners, LP, an Affiliate of the Company.(f)“Payment Date” is defined in Section 4 of this Agreement.(g)“Performance Multiplier” means the percentage, from 0% to 300%, that will be applied to the Target Award to determine themaximum number of Performance Share Units that may ultimately vest based on Grantee’s continued employment through theapplicable Vesting Date(s), as more fully described in Exhibit A hereto.-2-Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(h)“Pro Rata Amount” is defined in Section 3 of this Agreement.(i)“Qualifying Change of Control” means a Change of Control (as then defined in the Plan) unless (i) all outstanding PerformanceShare Units awarded pursuant to 2016 Value Driver Performance Share Units Award Agreements are assumed by the survivingentity of the Change of Control (or otherwise equitably converted or substituted in connection with the Change of Control in amanner approved by the Committee) or (ii) the Company is the surviving entity of the Change of Control.(j)“Qualifying Termination” means the involuntary termination by the Company (or, as applicable, its successor) of Grantee’semployment as a result of (i) the sale, consolidation or full or partial shutdown of a facility, department or business unit; (ii) aposition elimination because of a reorganization or lack of work; or (iii) Grantee’s death or Disability.(k)“Target Award” means the number of Performance Share Units indicated on the cover page hereof as being the original TargetAward, plus any Performance Share Units converted from dividend equivalents on the Target Award prior to the ConfirmationDate or, if earlier, a Qualifying Change of Control or the termination of Grantee’s employment under the circumstancesdescribed in Section 3(a) below.(l)“Threshold Performance Goal” means the level of 2016 EBITDA, as indicated on Exhibit A hereto, that must be achieved inorder for any Performance Share Units to be earned by Grantee pursuant to this Agreement (absent a Qualifying Change ofControl occurring or the termination of Grantee’s employment under the circumstances described in Section 3(a) below, in eachcase on or before the Confirmation Date).(m)“Vesting Date” is defined in Section 2 of this Agreement.(n)“2016 EBITDA” means the Company’s income from continuing operations (which shall, for the avoidance of doubt, includeincome attributable to noncontrolling interests) before interest, income taxes, depreciation and amortization for the fiscal yearending December 31, 2016, (i) calculated using the fixed commodity prices set forth in the Company’s 2016 business plan (the“2016 Plan”) and adjusted for all cash settled derivatives and all basis and fixed price sales set forth in the 2016 Plan, (ii)excluding the effects of non-cash derivative gains (losses) not included in the 2016 Plan, (iii) excluding gains / losses onderivatives not designated as hedges, (iv) excluding the effects of non-cash developed and undeveloped oil and gas propertyimpairments and (v) excluding the impact of acquisitions and/or dispositions in which the total consideration paid, received orassumed is in excess of $100 million. The impact of acquisitions and/or dispositions in excess of $50 million and less than orequal to $100 million may be considered for the purpose of the Committee’s exercise of downward discretion as described inExhibit A. For the avoidance of doubt, Dropdown Transactions to the Partnership or any subsidiary of the Partnership shall notbe deemed to be dispositions for purposes of calculating 2016 EBITDA.2. Earning and Vesting of Performance Share Units. The Performance Share Units have been credited to a bookkeeping account onbehalf of Grantee and do not represent actual shares of Common Stock. Grantee shall have no right to exchange the Performance ShareUnits for cash, stock or any other benefit and shall be a mere unsecured creditor of the Company with respect to such PerformanceShare Units and any future rights to benefits. The Performance Share Units represent the right to earn and vest in up to 300% of theTarget Award, payable in cash on the applicable Payment Date, depending on, except as may be otherwise provided below or underany written employment-related agreement with Grantee (including any confidentiality, non-solicitation, non-competition, change ofcontrol or similar agreement), (i) the Company’s attainment of the Threshold Performance Goal and the application of the PerformanceMultiplier to the Target Award in accordance with Exhibit A, and (ii) Grantee’s continued employment with the Company and/or itsAffiliates through the applicable Vesting Date. Any Performance Share Units that do not become Confirmed Performance Share Unitswill immediately be forfeited without further-3-Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.consideration or any act or action by Grantee. Confirmed Performance Share Units, if any, will vest and become non-forfeitable on theearliest to occur of the following (the “Vesting Date”):(a)as to 50% of the Confirmed Performance Share Units, upon the Payment Date on or following January 1, 2017, providedGrantee has continued in the employment of the Company and/or its Affiliates through such date, and(b)as to 50% of the Confirmed Performance Share Units, upon the Payment Date on or following January 1, 2018, providedGrantee has continued in the employment of the Company and/or its Affiliates through such date, or(c)as to 100% of the unpaid Confirmed Performance Share Units, upon the occurrence of a Qualifying Change of Control, providedGrantee has continued in the employment of the Company and/or its Affiliates through such date, or(d)as to 100% of the unpaid Confirmed Performance Share Units, upon (i) the termination of Grantee’s employment under thecircumstances described in clause (i) under Section 3(a) below or (ii) Grantee’s qualifying resignation under thecircumstances described in clause (ii) under Section 3(a) below, or(e)as to the Pro Rata Amount only, upon the termination of Grantee’s employment under the circumstances described in Section3(b) below.3. Change in Status.(a)Notwithstanding Section 9 of the Plan, in the event that following a Change of Control that is not a Qualifying Change ofControl, (i) Grantee’s employment is terminated and such termination is a Qualifying Termination or (ii) Grantee resigns forGood Reason, in each case prior to the second anniversary of the effective date of the Change of Control, any unvestedConfirmed Performance Share Units will vest.(b)Except as provided in Section 3(a) above, if Grantee’s employment is terminated and such termination is a QualifyingTermination, any unvested Confirmed Performance Share Units will vest as follows (such percentage of ConfirmedPerformance Share Units then vesting is defined as the “Pro Rata Amount”):Termination Date Percent VestingPrior to January 1, 2017 0%January 1, 2017 and thereafter 50%As a condition to the vesting of the Pro Rata Amount in connection with a Qualifying Termination, pursuant to Section 3(b) above,Grantee will be required to execute and not revoke a full release of claims in a form acceptable to the Company within 30 days of theQualifying Termination. Failure to satisfy this condition will result in forfeiture of the Pro Rata Amount.Except as may be otherwise provided under any written employment-related agreement with Grantee, in the event Grantee’semployment terminates for any other reason, including retirement, at any time prior to the applicable Vesting Date, all of Grantee’sPerformance Share Units subject to such Vesting Date (including Performance Share Units accumulated from dividend equivalents inaccordance with Section 5 below) will immediately be forfeited without further consideration or any act or action by Grantee.Notwithstanding anything to the contrary in this Section 3, if Grantee’s employment is terminated voluntarily (including retirement) orsuch termination is a Qualifying Termination and Grantee remains on the board of directors of the Company, EQT Midstream Services,LLC or EQT GP Services, LLC following such termination of employment, then notwithstanding any prior agreement to the contrary(including an-4-Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.agreement to enter into a form of an executive alternative work arrangement), Grantee’s Performance Share Units (includingPerformance Share Units accumulated from dividend equivalents in accordance with Section 5 below) shall not be forfeited but shallcontinue to vest in accordance with the above provisions for as long as Grantee remains on such board of directors, in which case anyreferences herein and on Exhibit A to Grantee’s employment shall be deemed to include his or her continued service on such board.Except as provided in Section 3(a), if Grantee’s position within the Company or an Affiliate changes to a position which is not eligiblefor long-term incentive awards, as determined by the Company’s Chief Human Resources Officer (or if Grantee is an executive officerof the Company, as determined by the Committee), all unvested Performance Share Units will immediately be forfeited without furtherconsideration or any act or action by Grantee.4. Form and Time of Payment. Confirmed Performance Share Units shall be payable on the applicable payment date (each, a“Payment Date”) as provided in this Section 4:•The Payment Date for Confirmed Performance Share Units vesting pursuant to Section 2(a) shall be a date selected by theCompany that is no later than 60 days after January 1, 2017. Except as set forth below, such awards shall be paid on thePayment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on the last business day of2016, times (ii) the number of Confirmed Performance Share Units then vesting.•The Payment Date for Confirmed Performance Share Units vesting pursuant to Section 2(b) shall be a date selected by theCompany that is no later than 60 days after January 1, 2018. Except as set forth below, such awards shall be paid on thePayment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on the last business day of2017, times (ii) the number of Confirmed Performance Share Units then vesting.•The Payment Date for Confirmed Performance Share Units vesting pursuant to Section 2(c) shall be the closing date of theQualifying Change of Control. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) theFair Market Value per share of the Company’s Common Stock on the business day immediately preceding the closing date ofthe Qualifying Change of Control, times (ii) the number of Confirmed Performance Share Units then vesting.•The Payment Date for Confirmed Performance Share Units vesting pursuant to Sections 2(d) and 2(e) shall be a date selected bythe Company that is: (i) if a Qualifying Termination under the circumstances described in clause (i) of Section 3(a) above, nolater than 60 days after such Qualifying Termination, or (ii) if a qualifying resignation under the circumstances described inclause (ii) of Section 3(a) above, no later than 60 days after such qualifying resignation, or (iii) if a Qualifying Terminationunder the circumstances described in Section 3(b) above, no later than 30 days after the release of claims becomes effective.Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share ofthe Company’s Common Stock as of the last business day of the month preceding the date of the applicable employmenttermination, times (ii) the number of Confirmed Performance Share Units then vesting.Notwithstanding the foregoing, the Committee may determine, in its discretion and for any reason, that Confirmed Performance ShareUnits will be paid in whole or in part in shares of Common Stock. If Grantee receives payment in the form of Common Stock, suchawards shall be paid on the Payment Date, in whole-5-Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.or in part, in shares of Common Stock, equal to one share of Common Stock times the number of Confirmed Performance Share Unitsthen vesting (or portion thereof determined by the Committee).5. Dividend Equivalents. If the Performance Share Units are outstanding on the record date for dividends or other distributions withrespect to the Common Stock, then (i) if such dividends or distributions are paid on or before the final Payment Date, the dollar amountor fair market value of such dividends or distributions with respect to the number of shares of Common Stock then underlying thePerformance Share Units shall be converted into additional Performance Share Units in Grantee’s name, based on the Fair Market Valueof the Common Stock as of the date such dividends or distributions are paid, or (ii) if such dividends or distributions are paid after thefinal Payment Date, Grantee shall receive a cash payment in respect of such dividends or distributions. Any additional PerformanceShare Units pursuant to this Section 5 shall be subject to the same performance and time-vesting conditions and transfer restrictions asapply to the Performance Share Units with respect to which they relate.6. Restrictions on Transfer and Pledge. No right or interest of Grantee in the Performance Share Units may be pledged, encumbered,or hypothecated or be made subject to any lien, obligation, or liability of Grantee to any other party other than the Company or anAffiliate. Except as provided in the Plan, the Performance Share Units may not be sold, assigned, transferred, or otherwise disposed ofby Grantee other than by will or the laws of descent and distribution. The designation of a beneficiary shall not constitute a transfer.7. Limitation of Rights. The Performance Share Units do not confer to Grantee or Grantee’s beneficiary, executors or administratorsany rights of a shareholder of the Company. Grantee shall not have voting or any other rights as a shareholder of the Company withrespect to the Performance Share Units.8. Payment of Taxes. The Company or any Affiliate employing Grantee has the authority and the right to deduct or withhold, orrequire Grantee to remit to the employer, an amount sufficient to satisfy federal, state, and local taxes (including Grantee’s FICAobligation) required by law to be withheld with respect to any taxable event arising as a result of this award. With respect to withholdingrequired upon any taxable event arising as a result of this award, to the extent the Committee determines that the ConfirmedPerformance Share Units will be paid in shares of Common Stock, the employer may satisfy the tax withholding required bywithholding shares of Common Stock having a Fair Market Value as of the date that the amount of tax to be withheld is to bedetermined as nearly equal as possible to (but no more than) the total minimum statutory tax required to be withheld. The obligations ofthe Company under this Agreement will be conditional on such payment or arrangements, and the Company and, where applicable, itsAffiliates will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due toGrantee.9. Plan Controls. This Agreement and Grantee’s rights hereunder are subject to all the terms and conditions of the Plan and such rulesand regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorizedto interpret and administer the Plan and this Agreement, and to make all decisions and determinations as it may deem to be necessary oradvisable for the administration thereof, all of which shall be final and binding upon Grantee and the Company. In the event of anyactual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall becontrolling and determinative. Any conflict between this Agreement and the terms of a written employment-related agreement withGrantee shall be decided in favor of the provisions of such employment-related agreement.10. Recoupment Policy. Any shares of Common Stock distributed or amounts paid to Grantee hereunder, and any cash or otherbenefit acquired upon the sale of shares of Common Stock distributed hereunder, shall be subject to the terms and conditions of anycompensation recoupment policy adopted from time to-6-Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.time by the Company’s board of directors or any committee of such board, to the extent such policy is applicable to Grantee and thePerformance Share Units.11. Relationship to Other Benefits. The Performance Share Units shall not affect the calculation of benefits under the Company’s or itsAffiliates’ qualified retirement plans or any other retirement, compensation or benefit plan or program of the Company or its Affiliates,except to the extent specifically provided in such other plan or program. Nothing herein shall prevent the Company or its Affiliatesfrom maintaining additional compensation plans and arrangements; provided, however, that no payments shall be made under suchplans and arrangements if the effect thereof would be the payment of compensation otherwise payable under this Agreement regardlessof whether the Threshold Performance Goal was attained.12. Amendment. Subject to the terms of the Plan, this Agreement may be modified or amended by the Committee; provided that nosuch amendment shall materially and adversely affect the rights of Grantee hereunder without the consent of Grantee. Notwithstandingthe foregoing, Grantee hereby expressly agrees to any amendment to the Plan and this Agreement to the extent necessary to complywith applicable law or changes to applicable law (including, but not limited to, Code Section 409A) and related regulations or otherguidance and federal securities laws.13. Successor. All obligations of the Company under the Plan and this Agreement, with respect to the Performance Share Units, shallbe binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase,merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.14. Applicable Law. This Agreement shall be governed by and construed under the laws of the Commonwealth of Pennsylvaniawithout regard to its conflict of law provisions.15. Notice. Except as may be otherwise provided by the Plan or determined by the Committee and communicated to Grantee, noticesand communications hereunder must be in writing and shall be deemed sufficiently given if either hand-delivered or if sent by fax orovernight courier, or by postage paid first class mail. Notices sent by mail shall be deemed received five business days after mailed, butin no event later than the date of actual receipt. Notices shall be directed, if to Grantee, at Grantee’s address indicated by the Company’srecords or, if to the Company, at the Company’s principal executive office, Attention: Corporate Director, Compensation and Benefits.16. Dispute Resolution. Any dispute regarding the payment of benefits under this Agreement or the Plan shall be resolved inaccordance with the EQT Corporation Long-Term Incentive Dispute Resolution Procedures as in effect at the time of such dispute. Acopy of such procedures is available on the Fidelity NetBenefits website, which can be found at www.netbenefits.fidelity.com.17. Tax Consequences to Grantee. It is intended that: (i) until the applicable Vesting Date occurs, Grantee’s right to payment for anaward under this Agreement shall be considered to be subject to a substantial risk of forfeiture in accordance with those terms asdefined or referenced in Sections 83(a), 409A and 3121(v)(2) of the Code; and (ii) until the award is paid on the applicable PaymentDate, Grantee shall have merely an unfunded, unsecured promise to receive such award, and such unfunded promise shall not consistof a transfer of “property” within the meaning of Section 83 of the Code. The Performance Share Units under this Agreement areintended to meet the performance-based compensation exemption from Section 162(m) of the Code.18. Plan and Company Information. Grantee may access important information about the Company and the Plan through theCompany’s website. Copies of the Plan and Plan Prospectus can be found by logging-7-Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.into the Fidelity NetBenefits website, which can be found at www.netbenefits.fidelity.com, and clicking on the “Stock Plans” tab andthen following the prompts to the Plan documents. Copies of the Company’s most recent Annual Report on Form 10-K, ProxyStatement and other information generally delivered to the Company’s shareholders can be found at www.eqt.com by clicking on the“Investors” link on the main page and then “SEC Filings.” Paper copies of such documents are available upon request made to theCompany’s Corporate Secretary.-8-Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.EXHIBIT ADetermination and Vesting of Performance Share UnitsThe target number of Performance Share Units subject to this Award is described in the 2016 Value Driver Performance Share UnitsAward Agreement to which this Exhibit A is attached (the “Target Award”). Grantee may earn and vest in 0% to 300% of the TargetAward, depending on (i) the Company’s achievement of a minimum level of EBITDA for 2016, (ii) the Committee’s determination ofthe Performance Multiplier, taking into consideration certain financial performance measures and value drivers and individualperformance on value drivers, and (iii) except as provided by Section 3 of the 2016 Value Driver Performance Share Units AwardAgreement or under the terms of any written employment-related agreement with Grantee, Grantee’s continued employment throughthe applicable Vesting Date(s), as follows:1. Subject in all cases to the terms of any written employment-related agreement with Grantee, between December 31, 2016 andMarch 1, 2017 (i.e., on the Confirmation Date), the Committee shall determine and certify the Company’s 2016 EBITDA and thePerformance Multiplier applicable to this Award:•If 2016 EBITDA is less than the Company’s 2016 business plan EBITDA, the Performance Multiplier shall be 0% and the entireAward shall be forfeited without further consideration or any act or action by Grantee.•If 2016 EBITDA is equal to the Company’s 2016 business plan EBITDA or above, the Performance Multiplier will be 300%,subject to the Committee’s discretion to determine that a lower Performance Multiplier shall apply to this Award. In exercisingsuch discretion, the Committee shall consider and be guided by the following considerations: (i) the financial performancemeasures and value drivers of the applicable short-term incentive program of the Company for calendar year 2016, and (ii) ifdesired, Grantee’s individual performance on his or her 2016 value drivers. Notwithstanding its certification of the PerformanceMultiplier on the Confirmation Date, the Committee may further reduce the Performance Multiplier at any time prior toDecember 31, 2017 in the event that any of the value driver results used to originally determine the Performance Multiplier aredetermined to be materially inaccurate, regardless of whether misconduct of any person was involved or whether the inaccuracyleads to a restatement of financial results. The Committee may choose not to reduce the Performance Multiplier based on thefacts and circumstances or legal constraints.If any event occurs on or after the Grant Date that causes the Company to report discontinued operations for 2016 not contemplated inthe Company’s 2016 business plan, the Company’s 2016 business plan EBITDA shall be adjusted to exclude the components of 2016EBITDA attributable to such discontinued operations.2. Grantee’s Confirmed Performance Share Units shall be determined by multiplying the Target Award by the Performance Multiplier.Notwithstanding the above, if (i) a Qualifying Change of Control occurs on or before the Confirmation Date and while Grantee remainsemployed by the Company and/or its Affiliates, or (ii) Grantee’s employment is terminated under the circumstances described inSection 3(a) of the 2016 Value Driver Performance Share Units Award Agreement on or before the Confirmation Date, the number ofConfirmed Performance Share Units shall equal the Target Award, regardless of the Threshold Performance Goal or any otherperformance considerations.3. Except as provided by Section 3 of the 2016 Value Driver Performance Share Units Award Agreement or under the terms of anywritten employment-related agreement with Grantee, the Confirmed-9-Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Performance Share Units shall be further subject to service-based vesting requirements, such that they will vest and convert to shares ofCommon Stock only if and when Grantee remains employed with the Company or any of its Affiliates through the applicable VestingDate(s), as provided in Section 2 of the 2016 Value Driver Performance Share Units Award Agreement.-10-Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 10.9(e)EQT CORPORATION2017 VALUE DRIVER PERFORMANCE SHARE UNITS AWARD AGREEMENTNon-transferableG R A N T T O_______________________________(“Grantee”)DATE OF GRANT: [Grant Date], 2017 (“Grant Date”)by EQT Corporation (the “Company”) of Performance Share Unit Awards (the “Performance Share Units”), representing the right toearn a cash payment equal to the value of an equivalent number of shares of the Company’s common stock (the “Common Stock”),pursuant to and subject to the provisions of the EQT Corporation 2014 Long-Term Incentive Plan (as amended from time to time, the“Plan”), and the terms and conditions set forth on the following pages of this award agreement (this “Agreement”).The target number of Performance Share Units subject to this award is [____________] (as more fully described herein, the “TargetAward”). Depending on the Company’s level of attainment of a specified performance goal for the one-year period beginning January1, 2017 and ending December 31, 2017, Grantee may earn and vest in 0% to 300% of the Target Award, in accordance with Exhibit Aand the terms of this Agreement.Grantee’s Performance Share Units under this Agreement shall not be effective unless, no later than 45 days after the Grant Date, (i)Grantee accepts the Performance Share Units through the Fidelity NetBenefits website, which can be found atwww.netbenefits.fidelity.com, and (ii) to the extent Grantee is not already subject to a confidentiality, non-solicitation and non-competition agreement with the Company, Grantee executes a confidentiality, non-solicitation and non-competition agreementacceptable to the Company.When Grantee accepts the Performance Share Units through the Fidelity NetBenefits website, Grantee shall be deemed to have (i)acknowledged receipt of the Performance Share Units granted on the Grant Date (the terms of which are subject to the terms andconditions of this Agreement and the Plan) and copies of this Agreement and the Plan, and (ii) agreed to be bound by all the provisionsof this Agreement and the Plan.Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.TERMS AND CONDITIONS1. Defined Terms. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in thePlan. In addition, and notwithstanding any contrary definition in the Plan, for purposes of this Agreement:(a)“Confirmation Date” means the date of the Committee’s certification of achievement of the Threshold Performance Goal,determination of the Performance Multiplier and approval of the Confirmed Performance Share Units, but no later than March 1,2018.(b)“Confirmed Performance Share Units” means the number of Performance Share Units (rounded to the nearest whole share) equalto the Target Award times the Performance Multiplier, as determined by the Committee in accordance with Exhibit A; provided,however, that if (i) a Qualifying Change of Control occurs on or before the Confirmation Date and while Grantee remainsemployed by the Company and/or its Affiliates, or (ii) Grantee’s employment is terminated under the circumstances described inSection 3(a) below on or before the Confirmation Date, the number of Confirmed Performance Share Units shall in each caseequal the Target Award, regardless of the Threshold Performance Goal or any other performance considerations. The term“Confirmed Performance Share Units” shall also include any Performance Share Units converted from dividend equivalents afterthe Confirmation Date or, if earlier, a Qualifying Change of Control or the termination of Grantee’s employment under thecircumstances described in Section 3(a) below.(c)“Dropdown Transaction” means any transfer of assets, other than in the ordinary course of business, by the Company or anyAffiliate (other than the Partnership and any subsidiary of the Partnership) to the Partnership or any subsidiary of the Partnership,whether by sale of assets, merger or otherwise; provided that, upon the transfer of such assets, the assets continue to beconsolidated in the Company’s financial statements.(d)“Good Reason” means Grantee’s resignation within 90 days after: (i) a reduction in Grantee’s base salary of 10% or more (unlessthe reduction is applicable to all similarly situated employees); (ii) a reduction in Grantee’s annual short-term bonus target of10% or more (unless the reduction is applicable to all similarly situated employees); (iii) a significant diminution in Grantee’s jobresponsibilities, duties or authority; (iv) a change in the geographic location of Grantee’s primary reporting location of more than50 miles; and/or (v) any other action or inaction that constitutes a material breach by the Company of this Agreement.A termination by Grantee shall not constitute termination for Good Reason unless Grantee first delivers to the General Counsel ofthe Company written notice: (i) stating that Grantee intends to resign for Good Reason pursuant to this Agreement; and (ii)setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must begiven no later than 90 days after the initial occurrence of such event). The Company shall have a reasonable period of time (notless than 30 days) to take action to correct, rescind or substantially reverse the occurrence supporting termination for GoodReason as identified by Grantee. Failure by the Company to act or respond to the written notice shall not be deemed to be anadmission that Good Reason exists.(e)“Partnership” means EQT Midstream Partners, LP, an Affiliate of the Company.(f)“Payment Date” is defined in Section 4 of this Agreement.(g)“Performance Multiplier” means the percentage, from 0% to 300%, that will be applied to the Target Award to determine themaximum number of Performance Share Units that may ultimately vest based on Grantee’s continued employment through theapplicable Vesting Date(s), as more fully described in Exhibit A hereto.-2-Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.(h)“Pro Rata Amount” is defined in Section 3 of this Agreement.(i)“Qualifying Change of Control” means a Change of Control (as then defined in the Plan) unless (i) all outstanding PerformanceShare Units awarded pursuant to 2017 Value Driver Performance Share Units Award Agreements are assumed by the survivingentity of the Change of Control (or otherwise equitably converted or substituted in connection with the Change of Control in amanner approved by the Committee) or (ii) the Company is the surviving entity of the Change of Control.(j)“Qualifying Termination” means the involuntary termination by the Company (or, as applicable, its successor) of Grantee’semployment as a result of (i) the sale, consolidation or full or partial shutdown of a facility, department or business unit; (ii) aposition elimination because of a reorganization or lack of work; or (iii) Grantee’s death or Disability.(k)“Target Award” means the number of Performance Share Units indicated on the cover page hereof as being the original TargetAward, plus any Performance Share Units converted from dividend equivalents on the Target Award prior to the ConfirmationDate or, if earlier, a Qualifying Change of Control or the termination of Grantee’s employment under the circumstancesdescribed in Section 3(a) below.(l)“Threshold Performance Goal” means the level of 2017 EBITDA, as indicated on Exhibit A hereto, that must be achieved inorder for any Performance Share Units to be earned by Grantee pursuant to this Agreement (absent a Qualifying Change ofControl occurring or the termination of Grantee’s employment under the circumstances described in Section 3(a) below, in eachcase on or before the Confirmation Date).(m)“Vesting Date” is defined in Section 2 of this Agreement.(n)“2017 EBITDA” means the Company’s income from continuing operations (which shall, for the avoidance of doubt, includeincome attributable to noncontrolling interests) before interest, income taxes, depreciation and amortization for the fiscal yearending December 31, 2017, (i) calculated using the fixed commodity prices set forth in the Company’s 2017 business plan (the“2017 Plan”) and adjusted for all cash settled derivatives and all basis and fixed price sales set forth in the 2017 Plan, (ii)excluding the effects of non-cash derivative gains (losses) not included in the 2017 Plan, (iii) excluding gains / losses onderivatives not designated as hedges, (iv) excluding the effects of non-cash developed and undeveloped oil and gas propertyimpairments and (v) excluding the impact of acquisitions and/or dispositions in which the total consideration paid, received orassumed is in excess of $100 million. The impact of acquisitions and/or dispositions in excess of $50 million and less than orequal to $100 million may be considered for the purpose of the Committee’s exercise of downward discretion as described inExhibit A. For the avoidance of doubt, Dropdown Transactions to the Partnership or any subsidiary of the Partnership shall notbe deemed to be dispositions for purposes of calculating 2017 EBITDA. If any event occurs on or after the Grant Date thatcauses the Company to report discontinued operations for 2017 not contemplated in the Company’s 2017 business plan, theCompany’s 2017 business plan EBITDA shall be adjusted to exclude the components of 2017 EBITDA attributable to suchdiscontinued operations.2. Earning and Vesting of Performance Share Units. The Performance Share Units have been credited to a bookkeeping account onbehalf of Grantee and do not represent actual shares of Common Stock. Grantee shall have no right to exchange the Performance ShareUnits for cash, stock or any other benefit and shall be a mere unsecured creditor of the Company with respect to such PerformanceShare Units and any future rights to benefits. The Performance Share Units represent the right to earn and vest in up to 300% of theTarget Award, payable in cash on the applicable Payment Date, depending on (i) the Company’s attainment of the ThresholdPerformance Goal and the application of the Performance Multiplier to the Target Award in accordance with Exhibit A, and (ii)Grantee’s continued employment with the Company and/or its Affiliates through the applicable Vesting Date. Any Performance ShareUnits-3-Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.that do not become Confirmed Performance Share Units will immediately be forfeited without further consideration or any act or actionby Grantee. Confirmed Performance Share Units, if any, will vest and become non-forfeitable on the earliest to occur of the following(the “Vesting Date”):(a)as to 50% of the Confirmed Performance Share Units, upon the Payment Date on or following January 1, 2018, providedGrantee has continued in the employment of the Company and/or its Affiliates through such date, and(b)as to 50% of the Confirmed Performance Share Units, upon the Payment Date on or following January 1, 2019, providedGrantee has continued in the employment of the Company and/or its Affiliates through such date, or(c)as to 100% of the unpaid Confirmed Performance Share Units, upon the occurrence of a Qualifying Change of Control, providedGrantee has continued in the employment of the Company and/or its Affiliates through such date, or(d)as to 100% of the unpaid Confirmed Performance Share Units, upon (i) the termination of Grantee’s employment under thecircumstances described in clause (i) under Section 3(a) below or (ii) Grantee’s qualifying resignation under thecircumstances described in clause (ii) under Section 3(a) below, or(e)as to the Pro Rata Amount only, upon the termination of Grantee’s employment under the circumstances described in Section3(b) below.3. Change in Status.(a)Notwithstanding Section 9 of the Plan, in the event that following a Change of Control that is not a Qualifying Change ofControl, (i) Grantee’s employment is terminated and such termination is a Qualifying Termination or (ii) Grantee resigns forGood Reason, in each case prior to the second anniversary of the effective date of the Change of Control, any unvestedConfirmed Performance Share Units will vest.As a condition to the vesting of any Confirmed Performance Share Units in connection with a Qualifying Termination pursuant toSection 3(a)(i) above, or Grantee’s resignation for Good Reason pursuant to Section 3(a)(ii) above, Grantee will be required to executeand not revoke a full release of claims in a form acceptable to the Company within 30 days of the Qualifying Termination orresignation, as applicable. Failure to satisfy this condition will result in forfeiture of such Confirmed Performance Share Units.(b)Except as provided in Section 3(a) above, if Grantee’s employment is terminated and such termination is a QualifyingTermination, any unvested Confirmed Performance Share Units will vest as follows (such percentage of ConfirmedPerformance Share Units then vesting is defined as the “Pro Rata Amount”):Termination Date Percent VestingPrior to January 1, 2018 0%January 1, 2018 - December 31, 2018 50%January 1, 2019 and thereafter 100%As a condition to the vesting of the Pro Rata Amount in connection with a Qualifying Termination, pursuant to Section 3(b) above,Grantee will be required to execute and not revoke a full release of claims in a form acceptable to the Company within 30 days of theQualifying Termination. Failure to satisfy this condition will result in forfeiture of the Pro Rata Amount.-4-Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Except as may be otherwise provided under any written employment-related agreement with Grantee, in the event Grantee’semployment terminates for any other reason, including retirement, at any time prior to the applicable Vesting Date, all of Grantee’sPerformance Share Units (including Performance Share Units accumulated from dividend equivalents in accordance with Section 5below) will immediately be forfeited without further consideration or any act or action by Grantee. Notwithstanding anything to thecontrary in this Section 3, if Grantee’s employment is terminated and such termination is voluntary (including retirement) or suchtermination is a Qualifying Termination and Grantee remains on the board of directors of the Company, EQT Midstream Services, LLCor EQT GP Services, LLC following such termination of employment, then Grantee’s Performance Share Units (including PerformanceShare Units accumulated from dividend equivalents in accordance with Section 5 below) shall not be forfeited but shall continue to vestin accordance with the above provisions for as long as Grantee remains on such board of directors, in which case any references hereinand on Exhibit A to Grantee’s employment shall be deemed to include his or her continued service on such board.Except as provided in Section 3(a), if Grantee’s position within the Company or an Affiliate changes to a position which is not eligiblefor long-term incentive awards, as determined by the Company’s Chief Human Resources Officer (or if Grantee is an executive officerof the Company, as determined by the Committee), all unvested Performance Share Units will immediately be forfeited without furtherconsideration or any act or action by Grantee.4. Form and Time of Payment. Confirmed Performance Share Units shall be payable on the applicable payment date (each, a“Payment Date”) as provided in this Section 4:•The Payment Date for Confirmed Performance Share Units vesting pursuant to Section 2(a) shall be a date selected by theCompany that is no later than 60 days after January 1, 2018. Except as set forth below, such awards shall be paid on thePayment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on the last business day of2017, times (ii) the number of Confirmed Performance Share Units then vesting.•The Payment Date for Confirmed Performance Share Units vesting pursuant to Section 2(b) shall be a date selected by theCompany that is no later than 60 days after January 1, 2019. Except as set forth below, such awards shall be paid on thePayment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on the last business day of2018, times (ii) the number of Confirmed Performance Share Units then vesting.•The Payment Date for Confirmed Performance Share Units vesting pursuant to Section 2(c) shall be the closing date of theQualifying Change of Control. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) theFair Market Value per share of the Company’s Common Stock on the business day immediately preceding the closing date ofthe Qualifying Change of Control, times (ii) the number of Confirmed Performance Share Units then vesting.•The Payment Date for Confirmed Performance Share Units vesting pursuant to Sections 2(d) and 2(e) shall be a date selected bythe Company that is: (i) if a Qualifying Termination under the circumstances described in clause (i) of Section 3(a) above, nolater than 60 days after such Qualifying Termination (provided that any release of claims required under Section 3(a) hasbecome effective), or (ii) if a qualifying resignation under the circumstances described in clause (ii) of Section 3(a) above, nolater than 60 days after such qualifying resignation (provided that any release of claims required under Section 3(a) has becomeeffective), or (iii) if a Qualifying Termination under the circumstances described in Section 3(b) above, no later than 30 daysafter-5-Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.the release of claims becomes effective. Except as set forth below, such awards shall be paid on the Payment Date in cash, equalto (i) the Fair Market Value per share of the Company’s Common Stock as of the last business day of the month preceding thedate of the applicable employment termination, times (ii) the number of Confirmed Performance Share Units then vesting.•Such other date as may be otherwise provided under any written employment-related agreement with Grantee (including anyconfidentiality, non-solicitation, non-competition, change of control or similar agreement).Notwithstanding the foregoing, the Committee may determine, in its discretion and for any reason, that Confirmed Performance ShareUnits will be paid in whole or in part in shares of Common Stock. If Grantee receives payment in the form of Common Stock, suchawards shall be paid on the Payment Date, in whole or in part, in shares of Common Stock, equal to one share of Common Stock timesthe number of Confirmed Performance Share Units then vesting (or portion thereof determined by the Committee).5. Dividend Equivalents. If the Performance Share Units are outstanding on the record date for dividends or other distributions withrespect to the Common Stock, then (i) if such dividends or distributions are paid on or before the final Payment Date, the dollar amountor fair market value of such dividends or distributions with respect to the number of shares of Common Stock then underlying thePerformance Share Units shall be converted into additional Performance Share Units in Grantee’s name, based on the Fair Market Valueof the Common Stock as of the date such dividends or distributions are paid, or (ii) if such dividends or distributions are paid after thefinal Payment Date, Grantee shall receive a cash payment in respect of such dividends or distributions. Any additional PerformanceShare Units pursuant to this Section 5 shall be subject to the same performance and time-vesting conditions and transfer restrictions asapply to the Performance Share Units with respect to which they relate.6. Restrictions on Transfer and Pledge. No right or interest of Grantee in the Performance Share Units may be pledged, encumbered,or hypothecated or be made subject to any lien, obligation, or liability of Grantee to any other party other than the Company or anAffiliate. Except as provided in the Plan, the Performance Share Units may not be sold, assigned, transferred, or otherwise disposed ofby Grantee other than by will or the laws of descent and distribution. The designation of a beneficiary shall not constitute a transfer.7. Limitation of Rights. The Performance Share Units do not confer to Grantee or Grantee’s beneficiary, executors or administratorsany rights of a shareholder of the Company. Grantee shall not have voting or any other rights as a shareholder of the Company withrespect to the Performance Share Units.8. Payment of Taxes. The Company or any Affiliate employing Grantee has the authority and the right to deduct or withhold, orrequire Grantee to remit to the employer, an amount sufficient to satisfy federal, state, and local taxes (including Grantee’s FICAobligation) required by law to be withheld with respect to any taxable event arising as a result of this award. With respect to withholdingrequired upon any taxable event arising as a result of this award, to the extent the Committee determines that the ConfirmedPerformance Share Units will be paid in shares of Common Stock, the employer shall satisfy the tax withholding required bywithholding shares of Common Stock having a Fair Market Value as of the date that the amount of tax to be withheld is to bedetermined as nearly equal as possible to (but no more than) the total minimum statutory tax required to be withheld. The obligations ofthe Company under this Agreement will be conditional on such payment or arrangements, and the Company and, where applicable, itsAffiliates will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due toGrantee.-6-Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.9. Plan Controls. This Agreement and Grantee’s rights hereunder are subject to all the terms and conditions of the Plan and such rulesand regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorizedto interpret and administer the Plan and this Agreement, and to make all decisions and determinations as it may deem to be necessary oradvisable for the administration thereof, all of which shall be final and binding upon Grantee and the Company. In the event of anyactual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall becontrolling and determinative. Any conflict between this Agreement and the terms of a written employment-related agreement withGrantee shall be decided in favor of the provisions of such employment-related agreement.10. Recoupment Policy. Any shares of Common Stock distributed or amounts paid to Grantee hereunder, and any cash or otherbenefit acquired upon the sale of shares of Common Stock distributed hereunder, shall be subject to the terms and conditions of anycompensation recoupment policy adopted from time to time by the Company’s board of directors or any committee of such board, tothe extent such policy is applicable to Grantee and the Performance Share Units.11. Relationship to Other Benefits. The Performance Share Units shall not affect the calculation of benefits under the Company’s or itsAffiliates’ qualified retirement plans or any other retirement, compensation or benefit plan or program of the Company or its Affiliates,except to the extent specifically provided in such other plan or program. Nothing herein shall prevent the Company or its Affiliatesfrom maintaining additional compensation plans and arrangements; provided, however, that no payments shall be made under suchplans and arrangements if the effect thereof would be the payment of compensation otherwise payable under this Agreement regardlessof whether the Threshold Performance Goal was attained.12. Amendment. Subject to the terms of the Plan, this Agreement may be modified or amended by the Committee; provided that nosuch amendment shall materially and adversely affect the rights of Grantee hereunder without the consent of Grantee. Notwithstandingthe foregoing, Grantee hereby expressly agrees to any amendment to the Plan and this Agreement to the extent necessary to complywith applicable law or changes to applicable law (including, but not limited to, Code Section 409A) and related regulations or otherguidance and federal securities laws.13. Successor. All obligations of the Company under the Plan and this Agreement, with respect to the Performance Share Units, shallbe binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase,merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.14. Applicable Law. This Agreement shall be governed by and construed under the laws of the Commonwealth of Pennsylvaniawithout regard to its conflict of law provisions.15. Notice. Except as may be otherwise provided by the Plan or determined by the Committee and communicated to Grantee, noticesand communications hereunder must be in writing and shall be deemed sufficiently given if either hand-delivered or if sent by fax orovernight courier, or by postage paid first class mail. Notices sent by mail shall be deemed received five business days after mailed, butin no event later than the date of actual receipt. Notices shall be directed, if to Grantee, at Grantee’s address indicated by the Company’srecords or, if to the Company, at the Company’s principal executive office, Attention: Corporate Director, Compensation and Benefits.16. Dispute Resolution. Any dispute regarding the payment of benefits under this Agreement or the Plan shall be resolved inaccordance with the EQT Corporation Long-Term Incentive Dispute Resolution-7-Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Procedures as in effect at the time of such dispute. A copy of such procedures is available on the Fidelity NetBenefits website, whichcan be found at www.netbenefits.fidelity.com.17. Tax Consequences to Grantee. It is intended that: (i) until the applicable Vesting Date occurs, Grantee’s right to payment for anaward under this Agreement shall be considered to be subject to a substantial risk of forfeiture in accordance with those terms asdefined or referenced in Sections 83(a), 409A and 3121(v)(2) of the Code; and (ii) until the award is paid on the applicable PaymentDate, Grantee shall have merely an unfunded, unsecured promise to receive such award, and such unfunded promise shall not consistof a transfer of “property” within the meaning of Section 83 of the Code. The Performance Share Units under this Agreement areintended to meet the performance-based compensation exemption from Section 162(m) of the Code.18. Plan and Company Information. Grantee may access important information about the Company and the Plan through theCompany’s website. Copies of the Plan and Plan Prospectus can be found by logging into the Fidelity NetBenefits website, which canbe found at www.netbenefits.fidelity.com, and clicking on the “Stock Plans” tab and then following the prompts to the Plan documents.Copies of the Company’s most recent Annual Report on Form 10-K, Proxy Statement and other information generally delivered to theCompany’s shareholders can be found at www.eqt.com by clicking on the “Investors” link on the main page and then “SEC Filings.”Paper copies of such documents are available upon request made to the Company’s Corporate Secretary.-8-Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.EXHIBIT ADetermination and Vesting of Performance Share UnitsThe target number of Performance Share Units subject to this Award is described in the 2017 Value Driver Performance Share UnitsAward Agreement to which this Exhibit A is attached (the “Target Award”). Grantee may earn and vest in 0% to 300% of the TargetAward, depending on (i) the Company’s achievement of a minimum level of EBITDA for 2017, (ii) the Committee’s determination ofthe Performance Multiplier, taking into consideration certain financial performance measures and value drivers and individualperformance on value drivers, and (iii) except as provided by Section 3 of the 2017 Value Driver Performance Share Units AwardAgreement or under the terms of any written employment-related agreement with Grantee, Grantee’s continued employment throughthe applicable Vesting Date(s), as follows:1. Subject in all cases to the terms of any written employment-related agreement with Grantee, between December 31, 2017 andMarch 1, 2018 (i.e., on the Confirmation Date), the Committee shall determine and certify the Company’s 2017 EBITDA and thePerformance Multiplier applicable to this Award:•If 2017 EBITDA is less than the Company’s 2017 business plan EBITDA, the Performance Multiplier shall be 0% and the entireAward shall be forfeited without further consideration or any act or action by Grantee.•If 2017 EBITDA is equal to the Company’s 2017 business plan EBITDA or above, the Performance Multiplier will be 300%,subject to the Committee’s discretion to determine that a lower Performance Multiplier shall apply to this Award. In exercisingsuch discretion, the Committee shall consider and be guided by the following considerations: (i) the financial performancemeasures and value drivers of the applicable short-term incentive program of the Company for calendar year 2017, and (ii) ifdesired, Grantee’s individual performance on his or her 2017 value drivers. Notwithstanding its certification of the PerformanceMultiplier on the Confirmation Date, the Committee may further reduce the Performance Multiplier at any time prior toDecember 31, 2018 in the event that any of the value driver results used to originally determine the Performance Multiplier aredetermined to be materially inaccurate, regardless of whether misconduct of any person was involved or whether the inaccuracyleads to a restatement of financial results. The Committee may choose not to reduce the Performance Multiplier based on thefacts and circumstances or legal constraints.2. Grantee’s Confirmed Performance Share Units shall be determined by multiplying the Target Award by the Performance Multiplier.Notwithstanding the above, if (i) a Qualifying Change of Control occurs on or before the Confirmation Date and while Grantee remainsemployed by the Company and/or its Affiliates, or (ii) Grantee’s employment is terminated under the circumstances described inSection 3(a) of the 2017 Value Driver Performance Share Units Award Agreement on or before the Confirmation Date, the number ofConfirmed Performance Share Units shall equal the Target Award, regardless of the Threshold Performance Goal or any otherperformance considerations.3. Except as provided by Section 3 of the 2017 Value Driver Performance Share Units Award Agreement or under the terms of anywritten employment-related agreement with Grantee, the Confirmed Performance Share Units shall be further subject to service-basedvesting requirements, such that they will vest and convert to shares of Common Stock only if and when Grantee remains employed withthe Company or any of its Affiliates through the applicable Vesting Date(s), as provided in Section 2 of the 2017 Value DriverPerformance Share Units Award Agreement.-9-Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 12.1EQT MIDSTREAM PARTNERS, LP AND SUBSIDIARIESCOMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (1) Year Ended December 31, 2016 2015 2014 2013 2012 (Thousands)Earnings: Income before income taxes $548,101 $438,385 $325,037 $249,041 $159,475Minus: equity income of unconsolidated entities (9,898) (2,367) — — —Plus: Fixed charges 27,181 27,821 13,629 1,687 5,226Minus: Capitalized interest (9,403) (5,642) (2,258) (442) (1,858)Total earnings $555,981 $458,197 $336,408 $250,286 $162,843 Fixed charges: Net interest expense $16,766 $21,345 $10,871 $829 $2,944Plus: Capitalized interest 9,403 5,642 2,258 442 1,858Plus: Estimated interest component of rental expense 1,012 834 500 416 424Total fixed charges $27,181 $27,821 $13,629 $1,687 $5,226 Ratio of earnings to fixed charges 20.5x 16.5x 24.7x 148.4x 31.2x (1)Earnings included in the calculation of this ratio consist of (i) income before income taxes, minus (ii) equity income of unconsolidated entities, plus (iii) fixed charges andminus (iv) capitalized interest (including allowance for borrowed funds used during construction). Fixed charges included in the calculation of this ratio consist of (i) netinterest expense, plus (ii) capitalized interest (including allowance for borrowed funds used during construction) and (iii) the estimated interest portion of rental expense.Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 21.1 EQT Midstream Partners, LPSubsidiaries Company Jurisdiction of OrganizationEquitrans Investments, LLCDelawareEquitrans Services, LLCDelawareEquitrans, L.P.PennsylvaniaEQT Midstream Finance Corporation DelawareEQM Gathering Holdings, LLC DelawareEQM Gathering Opco, LLC DelawareMVP Holdco, LLC DelawareRager Mountain Storage Company LLC DelawareSource: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 23.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: •Registration Statement (Form S-3 No. 333-212362) of EQT Midstream Partners, LP pertaining to the registration of Common Units RepresentingLimited Partner Interests and Debt Securities;•Registration Statement (Form S-3 No. 333-205812) of EQT Midstream Partners, LP pertaining to the registration of Common Units RepresentingLimited Partner Interests; and•Registration Statement (Form S-8 No. 333-182460) pertaining to the EQT Midstream Services, LLC 2012 Long-Term Incentive Plan;of our reports dated February 9, 2017, with respect to the consolidated financial statements of EQT Midstream Partners, LP and Subsidiaries and theeffectiveness of internal control over financial reporting of EQT Midstream Partners, LP and Subsidiaries included in this Annual Report (Form 10-K) of EQTMidstream Partners, LP and Subsidiaries for the year ended December 31, 2016./s/ Ernst & Young LLP Pittsburgh, PennsylvaniaFebruary 9, 2017Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 31.1 CERTIFICATION I, David L. Porges, certify that: 1. I have reviewed this Annual Report on Form 10-K of EQT Midstream Partners, LP; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likelyto materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internalcontrol over financial reporting. Date:February 9, 2017 EQT Midstream Partners, LP /s/ David L. Porges David L. Porges President and Chief Executive Officer, EQT Midstream Services, LLC, theregistrant’s General PartnerSource: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 31.2 CERTIFICATION I, Robert J. McNally, certify that: 1. I have reviewed this Annual Report on Form 10-K of EQT Midstream Partners, LP; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likelyto materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internalcontrol over financial reporting. Date:February 9, 2017 EQT Midstream Partners, LP /s/ Robert J. McNally Robert J. McNally Senior Vice President and Chief Financial Officer, EQT MidstreamServices, LLC, the registrant’s General PartnerSource: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 32 CERTIFICATION In connection with the Annual Report of EQT Midstream Partners, LP ("EQM") on Form 10-K for the period ended December 31, 2016, as filed with theSecurities and Exchange Commission on the date hereof (the “Report”), the undersigned certify pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of EQM. /s/ David L. PorgesFebruary 9, 2017David L. PorgesPresident and Chief Executive Officer, EQT Midstream Services, LLC, EQM’sGeneral Partner /s/ Robert J. McNallyFebruary 9, 2017Robert J. McNallySenior Vice President and Chief Financial Officer, EQT Midstream Services,LLC, EQM’s General PartnerSource: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Exhibit 99.2Named Executive Officer Compensation 2017 Peer Group(GENERAL INDUSTRY) A.O. SmithCubicHNTBAimiaCurtiss-WrightHoughton Mifflin Harcourt PublishingAlexion PharmaceuticalsD&BHunt ConsolidatedAmerican Express Global Business TravelDeluxeHusky Injection Molding Systems*American Sugar RefiningDematic GroupIDEX CorporationAmericas StyrenicsDJO GlobalIMS HealthAnsellDieboldIDEXX LaboratoriesARMDonaldsonIngenico*Armstrong World IndustriesEastman KodakIntelsatAxiallEdwards LifesciencesInternational Flavors & FragrancesBMC SoftwareEndoIrvineBob Evans FarmsEnPro IndustriesItronBrembo*EquifaxJ.CrewBroadridge Financial SolutionsESCOJack in the BoxCabotEsterline TechnologiesK. Hovnanian CompaniesCapsugelForsythe TechnologyKB HomeCarlson Rezidor Hotel Group*G&K ServicesKennametalCatalent Pharma SolutionsGarminKeysight TechnologiesCatalyst PaperGeneral AtomicsKinross GoldCDI CorporationGlatfelterLedcor Group of Companies*CDK GlobalGracoLeprino FoodsChemturaH.B. FullerLifetouchCimpressHaribo*Lincoln ElectricClearwater Paper CorporationHarscoMagellan Midstream PartnersColumbia SportswearHAVI Global SolutionsMakino*ConvergysHearthside Food SolutionsMartin Marietta MaterialsCooper Standard AutomotiveHerman MillerMaterionCott CorporationHexcelMatthews InternationalMettler-ToledoHNIMeredithMotorsport Aftermarket GroupScripps Networks InteractiveTripAdvisorMulti-ColorSensient TechnologiesTupperware BrandsNBTYServiceMaster CompanyUnderwriters LaboratoriesNew York TimesSnyder's-LanceUnisysNortekSPX CorporationVantivNu Skin EnterprisesSPX FLOWVectrusNuance CommunicationsStantecVentura FoodsOuterwallSteelcaseVertex PharmaceuticalsPAREXELStolt-NielsenViadParsonsSunCoke EnergyVista OutdoorPolyOneSunOptaVisteonPurdue PharmaTeleTechVulcan MaterialsRackspaceTempur SealyW.R. GraceRayonier Advanced MaterialsTeradataWatts Water TechnologiesRevlonTimkenWendy's GroupSabre CorporationTimkenSteelWest Pharmaceutical ServicesSage Software*ToroWilsonartSAS InstituteTotal System Services (TSYS)Wood Mackenzie*ScholasticTransUnionWorthington IndustriesSchwan Food CompanyTravelportXilinxScotts Miracle-GroTribune MediaYP *SubsidiarySource: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Source: EQT Midstream Partners, LP, 10-K, February 09, 2017Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

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