EQM Midstream Partners, LP
Annual Report 2017

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Morningstar® Document Research℠ FORM 10-KEQT Midstream Partners, LP - EQMFiled: February 15, 2018 (period: December 31, 2017)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, 2017or 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 submit andpost 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, smaller reporting company, or an emerging growthcompany. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.Large Accelerated Filer x Accelerated Filer ¨ Emerging Growth Company ¨Non-Accelerated Filer ¨(Do not check if asmaller reporting company) Smaller Reporting Company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x The aggregate market value of the Common Units held by non-affiliates of the registrant as of June 30, 2017: $4.4 billion At January 31, 2018, 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 15, 2018Powered 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 SUBSIDIARIESTABLE OF CONTENTS Glossary of Commonly Used Terms, Abbreviations and Measurements3 Cautionary Statement5PART IItem 1Business6Item 1ARisk Factors18Item 1BUnresolved Staff Comments45Item 2Properties45Item 3Legal Proceedings45Item 4Mine Safety Disclosures46PART IIItem 5Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities46Item 6Selected Financial Data47Item 7Management's Discussion and Analysis of Financial Condition and Results of Operations48Item 7AQuantitative and Qualitative Disclosures About Market Risk60Item 8Financial Statements and Supplementary Data61Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure86Item 9AControls and Procedures86Item 9BOther Information86PART IIIItem 10Directors, Executive Officers and Corporate Governance87Item 11Executive Compensation91Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters110Item 13Certain Relationships and Related Transactions, and Director Independence113Item 14Principal Accounting Fees and Services122PART IVItem 15Exhibits and Financial Statement Schedules123 Signatures1282Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 equity income, AFUDC – equity (as definedbelow), pre-acquisition capital lease payments for Allegheny Valley Connector, LLC (AVC) and adjusted EBITDA of assets prior to acquisition.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 debt cost and a designated costof 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. Disclosure Document – EQT’s 2018 Proxy Statement or amendment to its Annual Report on Form 10-K for the year ended December 31, 2017, as applicable,in each case, as filed or to be filed with the Securities and Exchange Commission (the SEC).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. 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 AVC and RagerMountain Storage Company LLC (Rager) and certain gathering assets located in southwestern Pennsylvania and northern West Virginia (the GatheringAssets). 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 obligations betweenEQM and EQT. play – a proven geological formation that contains commercial amounts of hydrocarbons.3Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 – U.S. 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 – 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 15, 2018Powered 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; the weighted averagecontract life of gathering, transmission and storage contracts; infrastructure programs (including the timing, cost, capacity and sources of funding with respectto gathering and transmission expansion projects); the cost, capacity, timing of regulatory approvals and anticipated in-service date of the Mountain ValleyPipeline (MVP) project; the ultimate terms, partners and structure of the MVP Joint Venture; expansion projects in EQM's operating areas and in areas thatwould provide access to new markets; asset acquisitions, including EQM's ability to complete asset acquisitions from EQT or third parties; the expectedbenefits to EQM of EQT's acquisition of companies that contain midstream assets, including whether EQT will make those assets available to EQM; theexpected benefits to EQM of EQT's acquisition of Rice Energy Inc. (Rice), including whether EQT will sell the acquired Ohio midstream assets to EQM andthe timing of any transaction; the timing of EQT's announcement of a decision for addressing its sum-of-the-parts discount; the amount and timing ofdistributions, including expected increases; the timing of the expected redemption of the Preferred Interest; the amounts and timing of projected capitalcontributions and operating and capital expenditures, including the amount of capital expenditures reimbursable by EQT; the impact of commodity prices onEQM's business; liquidity and financing requirements, including sources and availability; the effects of government regulation and litigation; and taxposition, including the effects of changes in tax law. The forward-looking statements included in this Annual Report on Form 10-K involve risks anduncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. EQM has based these forward-looking statements on current expectations and assumptions about futureevents. While EQM considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic,competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and are beyond EQM's control. The risks and uncertaintiesthat may affect the operations, performance and results of EQM's business and forward-looking statements include, but are not limited to, those set forth underItem 1A, "Risk Factors" and elsewhere 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 15, 2018Powered 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 IItem 1. BusinessEQM'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, and NWV Gathering, which was acquired by EQM on March 17, 2015, as these were businessesand the transactions were between entities under common control. All references in this Annual Report on Form 10-K to "EQM" refer to EQM in itsindividual capacity or to EQM and its consolidated subsidiaries, as the context requires. All references in this Annual Report on Form 10-K to "EQT" referto EQT Corporation in its individual capacity or to EQT and its consolidated subsidiaries, as the context requires.OverviewEQT 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 in Pennsylvania, WestVirginia and Ohio through its two primary assets: the gathering system, which delivers natural gas from wells and other receipt points to transmissionpipelines, and the transmission and storage system, which delivers gas to local demand users and interstate pipelines for access to demand markets. EQMprovides substantially all of its natural gas gathering, transmission and storage services under contracts with long-term, firm reservation and/or usage fees.This contract structure enhances the stability of EQM's cash flows and limits its direct exposure to commodity price risk. For the year ended December 31,2017, approximately 91% of EQM's revenues were generated from capacity reservation charges under long-term firm contracts. Including contracts associatedwith expected future capacity from expansion projects that are not yet fully constructed but for which EQM has entered into firm contracts, firm gatheringcontracts had a weighted average remaining term of approximately 8 years and firm transmission and storage contracts had a weighted average remainingterm of approximately 15 years as of December 31, 2017, in each case based on total projected contracted revenues. EQM's operations are primarily focusedin southwestern Pennsylvania and northern West Virginia, a strategic location in the natural gas shale plays known as the Marcellus, Upper Devonian andUtica Shales. This same region is also the primary operating area of EQT, EQM's largest customer. EQT accounted for approximately 73% of EQM's revenuesgenerated for the year ended December 31, 2017.Business SegmentsGathering Business Segment. As of December 31, 2017, EQM's gathering system included approximately 300 miles of high pressure gathering lineswith approximately 2.3 Bcf per day of total firm contracted gathering capacity, compression of approximately 189,000 horsepower and multiple interconnectpoints with EQM's transmission and storage system. EQM's gathering system also included approximately 1,500 miles of FERC-regulated low pressuregathering lines. Gathering revenues represented approximately 54%, 54% and 53% of total revenues for the years ended December 31, 2017, 2016 and 2015,respectively.In the ordinary course of its business, EQM pursues gathering expansion projects for affiliates and third party producers. EQM investedapproximately $197 million on gathering projects in 2017 that added approximately 475 MMcf per day of firm gathering capacity in southwesternPennsylvania. This included the final phase of the header pipeline for Range Resources Corporation (Range Resources), which was placed in-service duringthe second quarter of 2017. The system now provides total firm gathering capacity of 600 MMcf per day at a total project cost of approximately $240million. This and other expansion projects, primarily for affiliates, supported increased gathered volumes of 11% and gathering revenues of 14% in 2017. In2018, EQM estimates capital expenditures of approximately $300 million on gathering expansion projects, primarily driven by affiliate wellhead and headerprojects in Pennsylvania and West Virginia, including commencing preliminary construction activities on the Hammerhead project, a 1.2 Bcf per daygathering header pipeline connecting Pennsylvania and West Virginia production to the MVP.EQM provides gathering services in two manners: firm service and interruptible service. The fixed monthly fee under a firm contract is referred to asa firm reservation fee, which is recognized ratably over the contract period based on the contracted volume regardless of the amount of natural gas that isgathered. If there is available system capacity, customers can flow gas above the firm commitment volumes for a usage charge per unit at a rate that isgenerally the same or lower than the firm capacity charge per unit. EQM has firm gas gathering agreements in high pressure development areas withapproximately 2.3 Bcf per day of total firm contracted gathering capacity as of December 31, 2017. Including expected future capacity from expansionprojects that are not yet fully constructed but for which EQM had entered into firm gathering agreements,6Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 Contentsapproximately 2.4 Bcf per day of firm gathering capacity was subscribed under firm gathering contracts as of December 31, 2017. On EQM's low pressureregulated gathering system, the typical gathering agreement is interruptible and has a one year term with month-to-month roll over provisions terminableupon at least 30 days notice. The rates for gathering service on the regulated system are based on the maximum posted tariff rate and assessed on actualreceipts into the gathering system. EQM generally does not take title to the natural gas gathered for its customers but retains a percentage of wellhead naturalgas receipts to recover natural gas used to run its compressor stations and other requirements on all of its gathering systems.Gathering SystemTransmission Business Segment. As of December 31, 2017, EQM's transmission and storage system included an approximately 950-mile FERC-regulated interstate pipeline that connects to seven interstate pipelines and to LDCs. The transmission system is supported by 18 associated natural gasstorage reservoirs with approximately 645 MMcf per day of peak withdrawal capacity, 43 Bcf of working gas capacity and 41 compressor units, with totalthroughput capacity of approximately 4.4 Bcf per day and compression of approximately 120,000 horsepower as of December 31, 2017. Revenues associatedwith EQM's transmission and storage system represented approximately 46%, 46% and 47% of its total revenues for the years ended December 31, 2017,2016 and 2015, respectively. In the ordinary course of its business, EQM pursues transmission projects aimed at profitably increasing system capacity. EQM investedapproximately $111 million on transmission and storage system infrastructure in 2017. Revenues in 2017 increased by approximately $41 million or 12%compared to 2016. In 2018, EQM will focus on the following transmission projects:7Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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•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, 2017. 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, providing access to thegrowing Southeast demand markets. As currently designed, the MVP is estimated to cost a total of approximately $3.5 billion, excludingAFUDC, with EQM funding its proportionate share through capital contributions made to the joint venture. In 2018, EQM expects to providecapital contributions of $1.0 billion to $1.2 billion to the MVP Joint Venture. The MVP Joint Venture has secured a total of 2.0 Bcf per day offirm capacity commitments at 20-year terms, including a 1.29 Bcf per day firm capacity commitment by EQT, and is currently in negotiationwith additional shippers who have expressed interest in the MVP project. On October 13, 2017, the FERC issued the Certificate of PublicConvenience and Necessity for the project. In early 2018, the MVP Joint Venture received limited notice to proceed with certain constructionactivities from the FERC. The MVP Joint Venture plans to commence construction in the first quarter of 2018. The pipeline is targeted to beplaced in-service during the fourth quarter of 2018.•Transmission Expansion. In 2018, EQM estimates capital expenditures of approximately $100 million for other transmission expansionprojects, primarily attributable to the Equitrans Expansion project. The Equitrans Expansion project is designed to provide north-to-southcapacity on the mainline Equitrans system for deliveries to the MVP.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 5.1 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, 2017. As of December 31, 2017, approximately 89% of EQM's contracted transmission firm capacity was subscribed by customers under negotiated rateagreements under its tariff. Approximately 9% 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. The remaining 2% of EQM's contracted transmission firm capacity wassubscribed at discounted rates, which are less than the 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.8Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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, 2017: Revenue Composition % Firm Contracts Interruptible Contracts CapacityReservation Usage Usage Charges Charges Fees TotalGathering 49% 4% 1% 54%Transmission 42% 2% 2% 46%For the year ended December 31, 2017, approximately 91% of total revenues were derived from firm reservation fees. As a result, EQM believes thatshort and 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 to its unitholders.Additionally, long term declines in gas production in EQM's areas of operations would limit EQM's growth potential.9Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 organic growth 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. Further, EQM believes it has a competitive advantage in pursuing economically attractiveorganic expansion projects in its areas of operations as a result of its strategically located assets which cover portions of the Marcellus, UpperDevonian and Utica Shales that lack substantial natural gas pipeline infrastructure.•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 projects to support Marcellus, Upper Devonian and Utica Shaledevelopment, including the Ohio Valley Connector (OVC), the Equitrans Expansion project and the MVP. The OVC was placed in-serviceduring the fourth quarter of 2016, providing shippers access to the Midwest markets. The Equitrans Expansion project is designed to providenorth-to-south capacity on the mainline Equitrans system for deliveries to the MVP. This project and the MVP are expected to be constructed in2018 and together will further diversify the market access on Equitrans by providing 2 Bcf per day of capacity to the growing Southeast demandmarkets. EQM is also executing on the Hammerhead project.•Pursuing accretive acquisitions from EQT and third parties. EQM intends to seek opportunities to expand its existing operations throughaccretive acquisitions from EQT and third parties. EQT announced that it intends to sell the retained midstream assets it acquired in itsacquisition of Rice Energy Inc. (Rice) to EQM through one or more drop-down transactions. See “EQM’s Relationship with EQT” for additionalinformation regarding these assets. However, EQT is under no obligation to offer the acquisition opportunity to EQM. EQM will also evaluateand may pursue acquisition opportunities from third parties as they become available.•Attracting additional third party customers. EQM actively markets its midstream services to, and pursues strategic relationships with, thirdparty producers and demand driven customers in order to attract additional volumes and/or expansion opportunities. EQM believes that itsconnectivity to interstate pipelines as well 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 and attract additional demandcustomers who want access to the Appalachian Basin.•Focusing on stable, fixed-fee business. EQM intends to pursue additional opportunities to provide fixed-fee gathering, transmission and storageservices to EQT and third parties. This contract structure enhances the stability of EQM's cash flows and limits its direct exposure to commodityprice 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 EQT is an integrated energy company, with an emphasis on natural gas production, gathering and transmission. EQT conducts its business throughfive business segments: EQT Production, EQM Gathering, EQM Transmission, RMP Gathering and RMP Water. EQT Production is the largest natural gasproducer in the United States, based on average daily sales volumes, with 21.4 Tcfe of proved natural gas, NGLs and crude oil reserves across approximately4.0 million gross acres, including approximately 1.1 million gross acres in the Marcellus play, many of which have associated deep Utica and/or UpperDevonian drilling rights, and approximately 0.1 million gross acres in the Ohio Utica play as of December 31, 2017. EQM Gathering and EQM Transmissionprovide gathering, transmission and storage services for EQT's produced gas, as well as for independent third parties across the Appalachian Basin throughEQM. RMP Gathering provides natural gas gathering and compression services primarily to EQT in the dry gas core of the Marcellus Shale in southwesternPennsylvania through Rice Midstream Partners LP (RMP) (NYSE: RMP). RMP Water provides water services that support well completion activities andcollects and recycles or disposes of flowback and produced water for EQT and third parties in Washington and Greene Counties, Pennsylvania and BelmontCounty, Ohio through RMP. 10Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 ContentsAs of December 31, 2017, EQT GP Holdings, LP (NYSE: EQGP) and its subsidiaries (EQGP) owned a 1.8% general partner interest in EQM, all of theincentive distribution rights (IDRs) in EQM and a 26.6% limited partner interest in EQM. As of December 31, 2017, EQT indirectly held 239,715,000 EQGPcommon units, representing a 90.1% limited partner interest, and 100% of the non-economic general partner interest in EQGP. Because of the significantinterest in EQM that EQT owns through EQGP, EQT is positioned to directly benefit from committing additional natural gas volumes to EQM's systems andfrom facilitating organic growth opportunities and accretive acquisitions for EQM. Following EQT’s acquisition of Rice, EQM expects to have theopportunity to purchase additional midstream assets from EQT in the future. The opportunities are expected to include certain midstream assets previouslyowned by Rice that provide gathering services for EQT and third party’s produced gas in Belmont and Monroe Counties, Ohio. However, EQT is under noobligation to make acquisition opportunities available to EQM, is not restricted from competing with EQM and may acquire, construct or dispose ofmidstream assets without any obligation to offer EQM the opportunity to purchase or construct these assets.EQM's relationship with EQT is also a source of potential conflicts. For example, EQT is not restricted from competing with EQM, whether directly,through RMP, or otherwise. In addition, all of the executive officers and five of the directors of EQT Midstream Services, LLC, the general partner of EQM(the EQM General Partner), also serve as officers and/or directors of EQT, three of the executive officers and four of the directors of the EQM General Partneralso serve as officers and/or directors of EQT GP Services, LLC, the general partner of EQGP, and all of the executive officers and five of the directors of theEQM General Partner also serve as officers and/or directors of Rice Midstream Management LLC, the general partner of RMP. These individuals faceconflicts of interest, which include the allocation of their time among EQM, EQT, EQGP and RMP. For a description of EQM's relationships with EQT, pleaseread Item 13, "Certain Relationships and Related Transactions, and Director Independence." In addition, EQT has announced that its board of directors hasformed a committee to evaluate options for addressing EQT’s sum-of-the-parts discount. EQT’s board will announce a decision by the end of March 2018,after considering the committee’s recommendation. Markets and Customers EQT accounted for approximately 73%, 75% and 73% of EQM's total revenues for the years ended December 31, 2017, 2016 and 2015, respectively.For the years ended December 31, 2017, 2016 and 2015, PNG Companies, LLC and its affiliates, an LDC, accounted for approximately 12%, 12% and 14% ofEQM's total revenues, respectively.Gathering Customers. EQM's gathering system has approximately 2,200 receipt points with natural gas producers. EQT represented approximately89%, 96% and 96% of EQM's gathering revenues for the years ended December 31, 2017, 2016 and 2015, respectively.Transmission Customers. EQM provides natural gas transmission and storage services for EQT and third parties, predominantly consisting of LDCs,marketers, producers and commercial and industrial users that EQM believes to be creditworthy. EQM's transmission system provides these customers withaccess to adjacent markets in Pennsylvania, West Virginia and Ohio and also provides access to the Mid-Atlantic, Northeastern, Midwestern and Gulf Coastmarkets in the United States through 6.5 Bcf per day of delivery interconnect capacity with major interstate pipelines as of December 31, 2017. EQMprovides storage services to a mix of customers, including marketers and LDCs. For the years ended December 31, 2017, 2016 and 2015, EQT and its affiliates accounted for approximately 53%, 51% and 47%, respectively, ofEQM's transmission and storage revenues. Additionally, for the years ended December 31, 2017, 2016 and 2015, PNG Companies, LLC and its affiliatesaccounted for approximately 26%, 27% and 29% 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. Some 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 to FERC jurisdiction to move volumes to interstate pipelines. EQT also owns high pressure gathering facilities and in the futuremay construct additional high pressure gathering facilities and natural gas transmission pipelines. Major natural gas11Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 companies that compete with EQM also have existing storage facilities connected to their transmission systems that compete with certain ofEQM's storage facilities.Regulatory EnvironmentFERC Regulation. EQM's interstate natural gas transmission and storage operations are regulated by the FERC under the NGA, the NGPA and theEnergy Policy Act of 2005. EQM's regulated system operates under tariffs approved by the FERC that establish rates, cost recovery mechanisms and the termsand conditions of service 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 of the NGA, or theexisting interstate transmission and storage rates or terms and conditions of service may be challenged by a complaint filed by interested persons includingcustomers, state agencies or the FERC under Section 5 of the NGA. Rate increases proposed by a pipeline may be allowed to become effective subject torefund and/or a period of suspension, while rates or terms and conditions of service which are the subject of a complaint under Section 5 of the NGA aresubject to prospective change by the FERC. Rate increases proposed by a regulated interstate pipeline may be challenged and such increases may ultimatelybe rejected by the FERC. Any successful challenge against existing or proposed rates charged for EQM's transmission and storage services could have amaterial adverse effect on its business, financial condition, results of operations, liquidity and ability to make distributions to its unitholders. EQM'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, 2017, approximately 89% of the system's contracted firm transportationcapacity was committed under negotiated rate contracts. Some negotiated rate transactions are designed to fix the negotiated12Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 Contentsrate for the term of the firm transportation agreement and the fixed rate is generally not subject to adjustment for increased or decreased costs occurringduring 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 facilitiesdetermined to be performing a natural gas gathering function, it has traditionally regulated rates charged by interstate pipelines for gathering servicesperformed on the pipeline's own gathering facilities when those gathering services are performed in connection with jurisdictional interstate transmissionfacilities. EQM maintains rates and terms of service in its tariff for unbundled gathering services performed on its gathering facilities in connection with thetransmission service. Just as with rates and terms of service for transmission and storage services, EQM's rates and terms of services for its FERC-regulated lowpressure gathering system may be challenged by complaint and are subject to prospective change by the FERC. Rate increases and changes to terms andconditions of service EQM proposes for its FERC-regulated low pressure gathering service may be protested, and such increases or changes can be delayedand 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 often thesubject of litigation in the industry, so the classification and regulation of these systems are subject to change based on future determinations by the FERC,the courts 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 safetyrequirements pertaining to the design, installation, testing, construction, operation and maintenance of gas pipeline facilities, including requirements thatpipeline operators develop a written qualification program for individuals performing covered tasks on pipeline facilities and implement pipeline integritymanagement programs. These integrity management plans require more frequent inspections and other preventive measures to ensure safe operation of oiland natural gas transportation pipelines in "high consequence areas," such as high population areas or facilities that are hard to evacuate and areas of dailyconcentrations of people. Notwithstanding the investigatory and preventative maintenance costs incurred in EQM's performance of customary pipeline management activities,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 rules related to underground natural gas storage facilities, including well integrity, wellbore tubing and casing integrity. The December2016 Interim Final Rule, relating to underground gas storage facilities, went into effect in January 2017, with a compliance deadline in January 2018.PHMSA determined, however, that it will not issue enforcement citations to any operators for violations of provisions of the December 2016 Interim FinalRule that had previously been non-mandatory provisions of American Petroleum Institute Recommended Practices 1170 and 1171 until one year afterPHMSA issues a final rule. In October 2017, PHMSA formally reopened the comment period on the December 2016 Interim Final Rule in response to apetition for reconsideration, with comments due in November 2017. Additionally, in January 2017, PHMSA announced a new final rule regarding hazardousliquid pipelines, which increases the quality and frequency of tests that assess the condition of pipelines, requires operators to annually evaluate the existingprotective measures in place for pipeline segments in high consequence areas (HCAs), extends certain leak detection requirements for hazardous liquidpipelines not located in HCAs,13Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 expands the list of conditions that require immediate repair. However, it is unclear when or if this rule will go into effect because, on January 20, 2017,the Trump Administration requested that all regulations that had been sent to the Office of the Federal Register, but were not yet published, be immediatelywithdrawn for further review. Accordingly, this rule has not become effective through publication in the Federal Register. EQM is monitoring and evaluatingthe 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 adopted under authority granted to PHMSA, it could be subject to penalties and fines. PHMSAhas the statutory authority to impose civil penalties for pipeline safety violations up to a maximum of approximately $200,000 per day for each violation andapproximately $2 million for a related series of violations. This maximum penalty authority established by statute will continue to be adjusted periodicallyto account for inflation. In addition, EQM may be required to make additional maintenance capital expenditures in the future for similar regulatorycompliance initiatives that are not reflected in its forecasted maintenance 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 EQM currentlyanticipates. For example, in October 2015, the EPA revised the National Ambient Air Quality Standards (NAAQS)14Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 Contentsfor ozone from 75 parts per billion for the current 8 hour primary and secondary ozone standards to 70 parts per billion for both standards. The EPA maydesignate the areas in which EQM operates as nonattainment areas. States that contain any areas designated as nonattainment areas will be required todevelop implementation plans demonstrating how the areas will attain the applicable standard within a prescribed period of time. These plans may requirethe installation of additional equipment to control emissions. In addition, in May 2016, the EPA finalized rules that impose volatile organic compound andmethane emissions limits (and collaterally reduce methane emissions) on certain types of compressors and pneumatic pumps, as well as requiring thedevelopment and implementation of leak monitoring plans for compressor stations. The EPA announced its intention to reconsider certain of the rules inApril 2017 and has sought to stay their requirements; however, the rules remain in effect. Compliance with these or other new regulations could, among otherthings, require installation of new emission controls on some of EQM’s equipment, result in longer permitting timelines, and significantly increase EQM’scapital expenditures and operating costs, which could adversely impact EQM’s business. EQM tries to anticipate future regulatory requirements that might beimposed and plan accordingly to remain in compliance with changing environmental laws and regulations and to minimize the costs of such compliance.While EQM believes that it is in substantial compliance with existing environmental laws and regulations, there is no assurance that the current conditionswill 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 RCRA, and comparable state statutes. WhileRCRA 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 these15Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 Contentsrequirements may require modifications to certain of EQM's operations, including the installation of new equipment to control emissions from EQM'scompressors 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 that are potential major sources of criteria pollutants underthe 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. Additionally, several states are pursuing similar measures to regulate emissions of GHGs from new and existing sources. If implemented,such restrictions may result in additional compliance obligations with respect to, or taxes on the release, capture and use of GHGs that could have an adverseeffect on EQM's operations. Conversely, legislation or regulation that sets a price on or otherwise restricts carbon emissions could also benefit EQM byincreasing demand for natural gas because the combustion of natural gas results in substantially fewer carbon emissions per Btu of heat generated than otherfossil fuels such as coal. The effect on EQM of any new legislative or regulatory measures will depend on the particular provisions that are ultimatelyadopted.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 United States, including adjacent wetlands. The discharge of pollutants into regulatedwaters is prohibited, except in accordance with the terms of permits issued by the EPA, the Army Corps of Engineers or an analogous state agency. Spillprevention, control and countermeasure requirements of federal laws require appropriate containment berms and similar structures to help prevent thecontamination of regulated waters in the event of a hydrocarbon spill, rupture or leak. In addition, the Clean Water Act and analogous state laws requireindividual permits or coverage under general permits for discharges of storm water runoff from certain types of facilities. Federal and state regulatory agenciescan impose administrative, civil and criminal penalties for non-compliance with discharge permits or other requirements of the Clean Water Act andanalogous state laws. EQM believes that compliance with existing permits and foreseeable new permit requirements will not have a material adverse effect onits business, financial condition, 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. The designation of previously unprotected species as being endangeredor threatened, or the designation of previously unprotected areas as a critical habitat for such species, could cause EQM to incur additional costs, result indelays in construction of pipelines and facilities, or cause EQM to become subject to operating restrictions in areas where the species are known to exist. Forexample, the U.S. Fish and Wildlife Service continues to receive hundreds of petitions to consider listing additional species as endangered or threatened andis being regularly sued or threatened with lawsuits to address these petitions. Some of these legal actions may result in the listing of species located in areasin 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 and16Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 Contentscomparable state laws and regulations require that information be maintained concerning hazardous materials used or produced in EQM's operations and thatthis information be provided to employees, state and local government authorities and citizens. EQM believes that it is in substantial compliance with allapplicable laws and regulations relating to worker health and safety.SeasonalityWeather 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 may not currently have vested real property rights, some of which aresubject to ongoing acquisition negotiations or condemnation proceedings. In accordance with EQM's FERC certificates, the geological formations withinwhich its permitted storage facilities are located cannot be used by third parties in any way that would detrimentally affect its storage operations, and EQMhas the power 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 omnibus agreement with EQT, 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 the EQM General Partner. All executive management personnelof the EQM 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 employees of EQT and its subsidiaries. Under the terms of the omnibus agreement withEQT, EQM reimburses EQT for the provision of general and administrative services for its benefit, for direct expenses incurred by EQT on EQM's behalf andfor expenses allocated to EQM as a result of it being a public entity. Additionally, EQM has a secondment agreement with EQT whereby EQT and itssubsidiaries provide seconded employees to perform certain operating and other services with respect to EQM’s business. Prior to the secondment agreement,EQM had an operation and management services agreement with EQT whereby EQT and its subsidiaries provided certain operational and managementservices with respect to EQM's business. 17Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 ContentsAvailability 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. Composition 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, 2017 2016 2015Gathering operating revenues 54% 54% 53%Transmission operating revenues 46% 46% 47% 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.Item 1A. Risk FactorsIn 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 73% of our revenues for the year ended December 31, 2017. 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;18Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 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, changes in tax laws 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 and storage systems will be dependent on receiving consistent or increasing commitments from EQT. While EQT has dedicatedcertain acreage to, and entered into long-term firm gathering and transmission contracts on, our systems, it may determine in the future that drilling in areasoutside of our current areas of operations is strategically more attractive to it and it is under no contractual obligation to maintain its production dedicated tous. EQT also has production assets and acreage that is dedicated to systems owned by RMP, and may in the future acquire production assets or acreage thatare dedicated to other third party systems. A reduction in the capacity subscribed or volumes transported or gathered on our systems by EQT could have amaterial adverse effect on our business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to our unitholders.In addition, EQT has announced that its board of directors has formed a committee to evaluate options to address EQT's sum-of-the-parts discount, with theresults of such review to be announced by the end of March 2018. There can be no assurance regarding the outcome of this review or how such outcome mayinvolve or affect us.Please see Item 1A, "Risk Factors" in EQT's Annual Report on Form 10-K for the year ended December 31, 2017 (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 2017 distribution of $1.025 per unit, or $4.100 per unit on an annualized basis, we will requireavailable cash (as defined in Note 7 to the consolidated financial statements) of approximately $125.9 million per quarter, or $503.6 million per year, basedon the number of common and general partner units and the incentive distribution rights (IDRs) outstanding at December 31, 2017. We may not havesufficient available cash each quarter to enable us to pay the quarterly cash distribution. The amount of cash we can distribute on our units principallydepends upon the amount of cash we generate from our operations, which will fluctuate from quarter to quarter based 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;19Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 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.Pursuant 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) "discountrates," which are rates below the "recourse rates" and above a minimum level, provided they do not "unduly discriminate", (iii) "negotiated rates," whichinvolve rates above or below the "recourse rates," provided that the affected customers are willing to agree to such rates and that the FERC has approved thenegotiated rate agreement, and (iv) market-based rates for some of our storage services from which we derive a small portion of our revenues. As ofDecember 31, 2017, approximately 89% of our system's contracted firm transmission capacity was committed under such "negotiated rate" contracts, ratherthan recourse, discount or market rate contracts. There can be no guarantee that we will be allowed to continue to operate under such rate structures for theremainder 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 and20Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 Contentschanges to terms and conditions of service which we propose for our FERC-regulated gathering services may be protested, and such increases or changes canbe delayed and may ultimately be rejected by the FERC. 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 could also require areduction in the allowance to account for the reduced income tax rates enacted on December 22, 2017 by the law known as the Tax Cuts and Jobs Act of2017. 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 afuture rate case, we may be required to demonstrate the extent to which inclusion of an income tax allowance in the applicable cost-of-service is permittedunder the current income tax allowance policy. In addition, the FERC's income tax allowance policy is frequently the subject of challenge, and we cannotpredict whether the FERC or a reviewing court will alter the existing policy. In July 2016, in United Airlines, Inc. v. FERC, the United States Court ofAppeals for the District of Columbia Circuit (D.C. Circuit) vacated a pair of FERC orders to the extent they permitted an interstate refined petroleum productspipeline owned by a master limited partnership to include an income tax allowance in its cost-of-service-based rates. The D.C. Circuit held that the FERC hadfailed to demonstrate that the inclusion of an income tax allowance in the pipeline's rates would not lead to an over-recovery of costs attributable to regulatedservice. The D.C. Circuit instructed the FERC on remand to fashion a remedy to ensure that the pipeline's rates do not allow it to over-recover its costs. Inresponse to the D.C. Circuit's remand, in December 2016, the FERC issued a Notice of Inquiry seeking comments regarding how to address any potentialdouble recovery resulting from the FERC's current income tax allowance and rate of return policies. Initial comments were filed in March 2017 with replycomments filed in April 2017. We cannot currently predict when the FERC will issue an order in the Notice of Inquiry proceeding or what action the FERCmay take in any such order. The outcome of the Notice of Inquiry proceeding could affect the FERC's income tax allowance policy for cost-based or recourserates charged by regulated pipelines on a prospective basis. If the FERC's policy were to change and if the FERC were to disallow all or a substantial portionof our pipelines' income tax allowance, our regulated rates, and therefore our revenues and 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 often the subject of litigation withinthe industry, so the classification and regulation of our high pressure gathering systems are subject to change based on future determinations by the FERC,the courts or the U.S. Congress.21Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 ContentsFailure 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 natural gas wells will naturally decline over time. The amount of natural gas reserves underlying these wells mayalso be less than anticipated, and the rate at which production from these reserves declines may be greater than anticipated. Additionally, producers maydetermine in the future that drilling activities in areas outside of our current areas of operations are strategically more attractive to them due to the priceenvironment for natural gas or other reasons. A reduction in the natural gas volumes supplied by EQT or other third party producers could result in reducedthroughput on our systems and adversely impact our ability to grow our operations and increase quarterly cash distributions to our unitholders. Accordingly,to maintain or increase the contracted capacity or the volume of natural gas gathered, transported and stored on our systems and cash flows associatedtherewith, our customers must continually access additional reserves 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, the producer's contractual obligations to us and other midstream companies, geological considerations, environmental or other governmentalregulations, the availability of drilling permits, the availability of drilling rigs and crews, and other 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 NYMEX Henry Hub natural gas ranged from a high of $3.77 per MMBtu to a low of $1.49 per MMBtu fromJanuary 1, 2016 through December 31, 2017. Factors affecting natural gas prices include worldwide economic conditions; weather conditions and seasonaltrends; the levels of domestic production and consumer demand; new exploratory finds of natural gas; the availability of imported, and the ability to export,natural gas and LNG; the availability of transportation systems with adequate capacity; the volatility and uncertainty of regional basis differentials andpremiums; the price and availability of alternative fuels; the effects of energy conservation measures; the nature and extent of governmental regulation andtaxation; and the anticipated future prices of natural gas, oil, LNG and other commodities. Low natural gas prices, particularly in the Appalachian Basin, havehad a negative impact on exploration, development and production activity and, if sustained, could lead to a material decrease in such activity. Sustainedreductions in exploration or production activity in our areas of operation would lead to reduced utilization of our systems. Because of these factors, even ifnew natural gas reserves are known to exist in areas served by our assets, producers may choose not to develop those reserves. Moreover, EQT may notdevelop the acreage it has dedicated to us. If reductions in drilling activity result in our inability to maintain levels of contracted capacity and throughput, itcould reduce our revenue and impair our ability to make quarterly 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 could22Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 Contentsbe a material adverse effect on our business, results of operations, financial condition, liquidity and ability to make quarterly cash distributions to ourunitholders.If new supplies of natural gas are not obtained to replace the natural decline in volumes from existing supply basins in our area of operation, or ifnatural gas supplies are diverted to serve other markets, the overall volume of natural gas gathered, transported and stored on our systems would decline,which could have a material adverse effect on our business, financial condition, results of operations, liquidity and ability to make quarterly cashdistributions 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, 2017, 2016 and 2015, EQT accounted for approximately 89%, 96% and 96%, respectively, of our gathering revenues, 59%,56% and 53%, respectively, of our transmission revenues, 2%, 1% and 1%, respectively, of our storage revenues, and 73%, 75% and 73%, 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 must continue to improve our reputation among ourpotential customer base for providing high quality service 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 decline, commodityprices are depressed for a sustained period of time, or other conditions in the energy industry were to deteriorate, nor can we estimate the impact suchconditions would have on our counterparties' abilities to perform under their gathering, transmission and storage agreements with us. The low commodityprice environment has negatively impacted natural gas producers causing some producers in the industry significant economic stress including, in certaincases, to file for bankruptcy protection or to renegotiate contracts. To the extent one or more of our customers is in financial distress or commencesbankruptcy proceedings, contracts with these customers may be subject to renegotiation or rejection under applicable provisions of the United StatesBankruptcy Code. Any resulting nonpayment and/or nonperformance by our counterparties could have a material adverse effect on our business, financialcondition, 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, RMP or any of their respective affiliates is limited in its ability to compete with us, and a portion ofEQT's acreage is dedicated to RMP. 23Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 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 coal, liquid fuels and renewable and alternativeenergy. Increased demand for such forms of energy at the expense of natural gas could lead to a reduction in demand for natural gas gathering, transmissionand 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 or process natural gas, ourrevenues and cash 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, the amount of natural gas that our gathering systems can gather and transport would be adversely affected, which could reducerevenues from our gathering activities. Because we do not own these third party pipelines or facilities, their continuing operation is not within our control. Ifthese or any other pipeline connections or facilities were to become unavailable for current or future volumes of natural gas due to repairs, damage to thefacility, lack of capacity or any other reason, our ability to operate efficiently and continue shipping natural gas to end markets could be restricted, therebyreducing our revenues. Any temporary or permanent interruption at any key pipeline interconnect or facility could have a material adverse effect on ourbusiness, 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. It 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, 2017, approximately 89% 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 8 years and firm transmission and storage contracts had a weighted averageremaining term of approximately 15 years as of December 31, 2017. The extension or replacement of existing contracts, including our contracts with EQT,depends on a number of factors beyond our control, including: 24Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 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 could 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 rates offered to individual customers orthe terms and conditions of service included in our tariffs. We do not have an agreement in place that would prohibit customers, including EQT or itsaffiliates, from challenging our tariffs. If any challenge were successful, among other things, the rates that we charge on our systems could be reduced.Successful challenges could have a material adverse effect on our business, financial condition, results of operations, liquidity and ability to make quarterlycash 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 of pipelines and storage facilities expose us to construction risks such as the failure to meetaffiliate and third party contractual requirements, delays caused by landowners or advocacy groups opposed to the oil and gas industry, environmentalhazards, the performance of third party contractors, the lack of available skilled labor, equipment and materials and the 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 not be completed on schedule, at the budgetedcost or at all. Moreover, our revenues may not increase for some time after completion of a particular project. For instance, we will be required to payconstruction costs generally as they are incurred but construction will typically occur over an extended period of time, and we will not receive materialincreases in revenues until the project is placed into service. Moreover, we may construct facilities to capture anticipated future growth in production and/ordemand in a region in which such growth does not materialize. As a result, new facilities may not be able to attract enough throughput to achieve ourexpected investment return, which could adversely affect our business, financial condition, results of operations, liquidity and ability to make quarterly cashdistributions 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.25Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 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, including theMVP project, we will need to make significant expansion capital expenditures. If we do not make sufficient or effective expansion capital expenditures, wewill be unable to expand our business operations and may be unable to maintain or raise the level of our quarterly cash distributions.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 business,financial condition, results of operations, liquidity and ability to make quarterly cash distributions to our unitholders. We do not have any commitment withour general 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. 26Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 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, landslides andother natural disasters and acts of sabotage and 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. 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. 27Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 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 the listing of specieslocated in areas in which we operate. Such designations of previously unprotected species as being endangered or threatened, or the designation ofpreviously unprotected areas as a critical habitat for such species, can result in increased costs, construction delays, restrictions in our operations orabandonment of projects. In addition, compliance with laws, regulations or other legal requirements could subject us to claims for personal injuries, propertydamage and other damages. Our failure to comply with the laws, regulations and other legal requirements applicable to our business, even if as a result offactors beyond our control, could result in the suspension or termination of our operations and subject us to administrative, civil and criminal penalties anddamages.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. The EPA may designate the areas in which we operate as nonattainmentareas. States that contain any areas designated as nonattainment areas will be required to develop implementation plans demonstrating how the areas willattain the applicable standard within a prescribed period of time. These plans may require the installation of additional equipment to control emissions. Inaddition, in May 2016, the EPA finalized rules that impose volatile organic compound emissions limits (and collaterally reduce methane emissions) oncertain types of compressors and pneumatic pumps, as well as requiring the development and implementation of leak monitoring plans for compressorstations. The EPA announced its intention to reconsider certain of the rules in April 2017 and has sought to stay their requirements; however, the rules remainin effect. 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 increase our capital expenditures and operating costs, which could adversely impact our business. Inaddition to periodic changes to air, water and waste laws, as well as recent EPA initiatives to impose climate change-based air regulations on industry, theU.S. Congress and various states have been evaluating climate-related legislation and other regulatory initiatives that would further restrict emissions ofGHGs, including methane (a primary component of natural gas) and carbon dioxide (a byproduct of burning natural gas). Several states are also pursuingsimilar measures to regulate emissions of GHGs from new and existing sources. If implemented, such GHG restrictions may result in additional complianceobligations with respect to, or taxes on the release, capture and use of GHGs that could have an adverse effect on our operations.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 our operations. Private parties, including the owners of the propertiesthrough which our gathering system or our transmission and storage system pass and facilities where our wastes are taken for reclamation or disposal, mayhave the right to pursue legal actions to require remediation of contamination or enforce compliance with environmental requirements as well as to seekdamages for personal injury or property damage. In addition, changes in environmental laws occur frequently, and any such changes that result in morestringent and costly waste handling, storage, transport, disposal or remediation requirements could have a material adverse effect on our business, financialcondition, results of operations, liquidity or ability to make quarterly cash distributions to our unitholders. We may not be able to recover all or any of thesecosts 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 adopted28Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 Contentsregulations that require, among other things, preconstruction and operating permits for certain large stationary sources and the monitoring and reporting ofGHGs 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.Negative public perception regarding us and/or the midstream industry could have an adverse effect on our operations.Negative public perception regarding us and/or the midstream industry resulting from, among other things, oil spills, the explosion of natural gastransmission and gathering lines and concerns raised by advocacy groups about hydraulic fracturing and pipeline projects, may lead to increased regulatoryscrutiny which may, in turn, lead to new local, state and federal safety and environmental laws, regulations, guidelines and enforcement interpretations. These actions may cause operational delays or restrictions, increased operating costs, additional regulatory burdens and increased risk of litigation. Moreover, governmental authorities exercise considerable discretion in the timing and scope of permit issuance and the public may engage in the permittingprocess, including through intervention in the courts. Negative public perception could cause the permits we need to conduct our operations to be withheld,delayed or burdened by requirements that restrict our ability to profitably conduct business.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 densitiesand 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. In29Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 Contentsaddition, the 2016 Pipeline Safety Act empowered PHMSA to address imminent hazards by imposing emergency restrictions, prohibitions and safetymeasures on owners and operators of gas or hazardous liquid pipeline facilities without prior notice or an opportunity for a hearing and also required PHMSAto develop new safety standards for natural gas storage facilities by June 2018. Pursuant to those provisions of the 2016 Pipeline Safety Act, in October 2016and December 2016, PHMSA issued two Interim Final Rules that expanded the agency's authority to impose emergency restrictions, prohibitions and safetymeasures and strengthened the rules related to underground natural gas storage facilities, including well integrity, wellbore tubing and casing integrity. TheDecember 2016 Interim Final Rule, relating to underground gas storage facilities, went into effect in January 2017, with a compliance deadline in January2018. PHMSA determined, however, that it will not issue enforcement citations to any operators for violations of provisions of the December 2016 InterimFinal Rule that had previously been non-mandatory provisions of American Petroleum Institute Recommended Practices 1170 and 1171 until one year afterPHMSA issues a final rule. In October 2017, PHMSA formally reopened the comment period on the December 2016 Interim Final Rule in response to apetition for reconsideration, with comments due in November 2017. Additionally, in January 2017, PHMSA announced a new final rule regarding hazardousliquid pipelines, which increases the quality and frequency of tests that assess the condition of pipelines, requires operators to annually evaluate the existingprotective measures in place for pipeline segments in HCAs, extends certain leak detection requirements for hazardous liquid pipelines not located in HCAs,and expands the list of conditions that require immediate repair. However, it is unclear when or if this rule will go into effect because, on January 20, 2017,the Trump Administration requested that all regulations that had been sent to the Office of the Federal Register, but were not yet published, be immediatelywithdrawn for further review. Accordingly, this rule has not become effective through publication in the Federal Register. We are monitoring and evaluatingthe 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 adopted under authority granted to PHMSA, we could be subject to penalties and fines. PHMSA hasthe authority to impose civil penalties for pipeline safety violations up to a maximum of approximately $200,000 per day for each violation andapproximately $2 million for a related series of violations. This maximum penalty authority established by statute will continue to be adjusted periodicallyto account for inflation. In addition, we may be required to comply with new safety regulations and make additional maintenance capital expenditures in thefuture for similar regulatory compliance initiatives that are not reflected in our forecasted 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. The BLM rule was struck down by a federalcourt in Wyoming in June 2016, but reinstated on appeal by the Tenth Circuit in September 2017. While this appeal was pending, BLM proposed arulemaking in July 2017 to rescind these rules in their entirety. Although BLM published a final rule rescinding the 2015 rules in December 2017, otherfederal or state 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 are30Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 Contentsconsidering adopting, regulations that could impose more stringent disclosure and/or well construction requirements on hydraulic fracturing operations.Some states, such as Pennsylvania, have imposed fees on the drilling of new unconventional oil and gas wells. States could elect to prohibit hydraulicfracturing altogether, as was announced in December 2014 with regard to hydraulic fracturing activities in New York. Also, local governments may seek toadopt ordinances within their jurisdictions regulating the time, place and manner of drilling activities in general or hydraulic fracturing activities inparticular. In fact, legislation or regulation banning hydraulic fracturing has been adopted in a number of local jurisdictions, including ones in which wehave limited operations. Further, several federal governmental agencies are conducting reviews and studies on the environmental aspects of hydraulicfracturing, including the EPA. For example, in December 2016, the EPA issued its final report on a study it had conducted over several years regarding theeffects of hydraulic fracturing on drinking water sources. The final report, contrary to several previously published draft reports issued by the EPA, foundinstances in which impacts to drinking water may occur. However, the report also noted significant data gaps that prevented the EPA from determining theextent or severity of these impacts. The results of 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 and legislaturehave continued to discuss the imposition of a state severance tax on the extraction of natural resources, including natural gas produced from the Marcellus,Upper Devonian and Utica Shale formations, either in replacement of or in addition to the existing state impact fee. A consensus on the characteristics, suchas the effective tax rate, or enactment of a state severance tax has yet to be reached. Any such increase or change could adversely impact the earnings, cashflows 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,including the Ohio gathering assets EQT announced it intends to offer to us. Future exposure to the volatility of natural gas prices, including regional basisdifferentials, as a result of our future contracts could have a material adverse effect on our business, financial condition, results of operations, liquidity andability 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. 31Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 ContentsAny 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 period of low natural gas prices could adversely impact storage valuesfor some period of time until market conditions adjust. These commodity price impacts could have a negative impact on our business, financial condition,results of operations, liquidity and ability to make quarterly cash distributions to our unitholders. 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 MVP project and may in the future enter into additional joint venture arrangements with thirdparties. Joint venture arrangements may restrict our operational and corporate flexibility. For example, because we do not control all of the decisions of theMVP 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 or the joint venture's bestinterests. Moreover, joint venture arrangements involve various risks and uncertainties, such as committing us to fund operating and/or capital expenditures,the timing and amount of which we may not control, and our joint venture partners may not satisfy their financial obligations to the 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;•incur or permit liens on assets;•enter into certain types of transactions with affiliates;•enter into certain mergers or acquisitions; and•dispose of all or substantially all of our assets. In July 2017, we amended and restated our credit facility to increase the borrowing capacity under the facility from $750 million to $1 billion andextend the maturity date to July 2022. Our $1 billion credit facility contains a covenant requiring us to maintain a consolidated leverage ratio of not morethan 5.00 to 1.00 (or not more than 5.50 to 1.00 for certain measurement periods following the consummation of certain acquisitions). Our ability to meetthese covenants can be affected by events beyond our control and we cannot assure our unitholders that we will meet these covenants. In addition, our $1billion credit facility contains events of default customary for such facilities, including the occurrence of a change of control (which will occur, among otherthings, if EQT or certain permitted transferees fail to control our general partner, we fail to own 100% of Equitrans, L.P., or our general partner fails to be thegeneral 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 and32Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 Contentsunpaid interest, to be immediately due and payable. If the payment of our debt is accelerated, our assets may be insufficient to repay such debt in full, and ourunitholders could experience a partial or total loss of their investment. The $1 billion credit facility also has cross default provisions that apply to any otherindebtedness we may have with an aggregate principal amount in excess of $25 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 $1 billion credit facility. Our level of debt could have important consequences to us,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; and•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 low 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, 2017 (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 ratings by Moody’s Investors Service (Moody’s), Standard & Poor’s Ratings Service (S&P) and FitchRatings Service (Fitch) were Ba1, BBB- and BBB-, respectively, as of February 14, 2018. In order to be considered investment grade, we must be rated Baa3or higher by Moody’s, BBB- or higher by S&P and BBB- or higher by Fitch. Our non-investment grade credit rating by Moody’s and any future downgradeof our S&P and/or Fitch credit ratings to non-investment grade may result in greater borrowing costs and collateral requirements than would be available tous if all our credit ratings were investment grade. Our ability to access capital markets could also be limited by economic, market or other disruptions. Anincrease in the level of our indebtedness in the future may result in a downgrade in the ratings that are assigned to our debt. See "The credit and risk profile ofour general partner and EQT could adversely affect our credit ratings and risk profile, which could increase our borrowing costs or hinder our ability to raisecapital" in the above section.33Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 ContentsCredit 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 our revolving credit facilities, future credit facilities and debt securities could be higher than current levels, causing ourfinancing costs to increase. As with other yield-oriented securities, our unit price is impacted by the level of our cash distributions and implied distributionyield. The distribution yield is often used by investors to compare and rank yield-oriented securities for investment decision-making purposes. Therefore,changes in interest rates, either positive or negative, may affect the yield requirements of investors who invest in our units, and a rising interest rateenvironment could have an adverse impact on our unit price, our ability to issue equity or incur debt for acquisitions or other purposes and our ability tomake 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.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. 34Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 ContentsRisks 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.EQT also controls RMP's general partner and has the power to appoint all of the officers and directors of RMP's general partner. Conflicts of interest will ariseamong EQT, RMP, RMP's general partner, 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, RMP and EQGP over our interests andthe interests of our unitholders. These conflicts include the following situations, among others: •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 and/or sell midstream assets to RMP or third partieswithout first offering 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 five 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 EQGP. Additionally, all of the officers and five of the directors of our general partner are also officers and/or directors of RMP's generalpartner and owe fiduciary duties to RMP. The officers of our general partner also devote significant time to the business of EQT, EQGP andRMP and are compensated by EQT accordingly.•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.35Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 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. The duties of our general partner's officers and directors may conflict with their duties as officers and/or directors of EQT, EQGP's general partnerand/or RMP's general partner.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, five of our general partner's directors and all of its officers are also officers and/or directors of EQT, and five of our general partner's directorsand all of its officers are also officers and/or directors of RMP's general partner. Consequently, these directors and officers may encounter situations in whichtheir obligations to EQGP, RMP and/or EQT, as applicable, on the one hand, and us, on the other hand, are in conflict. The resolution of these conflicts maynot 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, three of whom are officers of EQGP's general partner and all of whomare officers of RMP's general partner, will have responsibility for overseeing the allocation of their own time and time spent by administrative personnel onour behalf and on behalf of EQGP, RMP and/or EQT. These officers face conflicts regarding these time allocations that may adversely affect our results ofoperations, 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 and RMP, are not prohibited from owning assets or engaging in businesses that compete directly or indirectly with us. EQT currently holdsinterests in entities that own a significant amount of natural gas midstream assets and may make investments in and purchases of entities that acquire, ownand operate other natural gas midstream assets. EQT is under no obligation to make any acquisition opportunities available to us. Moreover, while EQT mayoffer us the opportunity to buy additional assets from it, it is under no contractual obligation to accept any offer we might make with respect to suchopportunity.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, EQGP and RMP. Any such person or entity that becomes aware of apotential transaction, agreement, arrangement or other matter that may be an opportunity for us will not have any duty to communicate or offer suchopportunity 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 thefact that such person or entity pursues or acquires such opportunity for itself, directs such opportunity to another person or entity or does not communicatesuch opportunity or information to us. This may create actual and potential conflicts of interest between us and affiliates of our general partner and result inless than favorable treatment of us and our common unitholders. 36Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 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 our 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 corporate governance committee. Additionally, any future issuance ofadditional common units or other securities, including to affiliates, will not be subject to the NYSE's shareholder approval rules. Accordingly, unitholderswill not have the same protections afforded to certain corporations that are subject to all of the NYSE 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 other affiliates;•whether to exercise its limited call right;37Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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•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 ourpartnership, 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 unitholders holding a majority of our outstanding common units, excluding any common units owned by ourgeneral partner and its 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. 38Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 ContentsReimbursements 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 to our common unitholders, we will reimburse our general partner and its affiliates, including EQT, for expensesthey incur 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 expenses 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 our 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 our unitholders to call meetings or to acquire information about our operations, as well as other provisions limiting ourunitholders' ability to influence the manner or direction of our management. As a result, the price at which our common units will trade may be lower becauseof the absence or reduction of a takeover 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 ourcommon 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;39Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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•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 our 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 15, 2018, EQGP held 21,811,643 of our common units, representing a 26.6% limited partner interest in us. In addition, we haveagreed to provide our general partner and its affiliates, including EQGP, with certain registration rights. The sale of these units in the public or privatemarkets could have 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. If 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 our 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 15, 2018, 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 cash40Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 Contentsdistributions it receives related to the IDRs and may therefore desire to be issued common units rather than retain the right to receive incentive distributionpayments based on target distribution levels that are less certain to be achieved in the then current business environment. This risk could be elevated if ourIDRs have been transferred to a third party. As a result, a reset election may cause our common unitholders to experience dilution in the amount of cashdistributions that they would have otherwise received had we not issued common units to our general partner in connection with resetting the targetdistribution 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.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.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 with respect to our treatment as a partnership forfederal income tax purposes. 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 in41Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 Contentscurrent law could cause us to be treated as a corporation for federal 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 21.0%, and would likely pay state and local income tax at varying rates. Distributions to our unitholders would generally be taxed again ascorporate dividends (to the extent of our current and accumulated earnings and profits), and no income, gains, losses, deductions or credits would flowthrough to our unitholders. Because a tax would be imposed upon us as a corporation, our distributable cash flow to our unitholders would be substantiallyreduced. Therefore, if we were treated as a corporation for federal income tax purposes there would be a material reduction in the anticipated cash flow andafter-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. 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 are required to pay income taxes on their share of our taxable income even if they do not receive any cash distributions from us. Aunitholder’s share of our taxable income, and its relationship to any distributions we make, may be affected by a variety of factors, including oureconomic performance, transactions in which we engage or changes in law and may be substantially different from any estimate we make in connectionwith a unit offering.A unitholder’s allocable share of our taxable income will be taxable to such unitholder, which may require the unitholder to pay federal incometaxes and, in some cases, state and local income taxes, even if the unitholder receives cash distributions from us that are less than the actual tax liability thatresults from that income or no cash distributions at all.A unitholder’s share of our taxable income, and its relationship to any distributions we make, may be affected by a variety of factors, including oureconomic performance, which may be affected by numerous business, economic, regulatory, legislative, competitive and political uncertainties beyond ourcontrol, and certain transactions in which we might engage. For example, we may engage in transactions that produce substantial taxable income allocationsto some or all of our unitholders without a corresponding increase in cash distributions to our unitholders, such as a sale or exchange of assets, the proceedsof which are reinvested in our business or used to reduce our debt, or an actual or deemed satisfaction of our indebtedness for an amount less than theadjusted issue price of the debt. A unitholder’s ratio of its share of taxable income to the cash received by it may also be affected by changes in law. Forinstance, under the recently enacted law known as the Tax Cuts and Jobs Act of 2017, the net interest expense deductions of certain business entities,including us, are limited to 30% of such entity’s “adjusted42Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 Contentstaxable income,” which is generally taxable income with certain modifications. If the limit applies, a unitholder’s taxable income allocations will be more (orits net loss allocations will be less) than would have been the case absent the limitation.From time to time, in connection with an offering of our common units, we may state an estimate of the ratio of federal taxable income to cashdistributions that a purchaser of our common units in that offering may receive in a given period. These estimates depend in part on factors that are unique tothe offering with respect to which the estimate is stated, so the expected ratio applicable to other common units will be different, and in many cases lessfavorable, than these estimates. Moreover, even in the case of common units purchased in the offering to which the estimate relates, the estimate may beincorrect, due to the uncertainties described above, challenges by the IRS to tax reporting positions which we adopt, or other factors. The actual ratio oftaxable income to cash distributions could be higher or lower than expected, and any differences could be material and could materially affect the value ofour common units. 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. It may be necessary to resort to administrative or court proceedings to sustain some or all of our counsel's conclusions or thepositions we take and such positions may not ultimately be sustained. A court may not agree with some or all of our counsel's conclusions or the positions wetake. Any contest with the IRS, and the outcome of any IRS contest, may have a materially adverse impact on the market for our common units and the priceat which they trade. In addition, our costs of any contest with the IRS will be borne indirectly by our unitholders and our general partner because the costswill reduce our distributable cash flow. If the IRS makes audit adjustments to our income tax returns for tax years beginning after 2017, it (and some states) may assess and collect anyresulting taxes (including any applicable penalties and interest) directly from us, in which case we may require our unitholders and former unitholdersto reimburse us for such taxes (including any applicable penalties or interest) or, if we are required to bear such payment, our cash available fordistribution 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, it(and some states) may assess and collect any resulting taxes (including any applicable interest and penalties) directly from us. We will generally have theability to shift any such tax liability to our general partner and our unitholders in accordance with their interests in us during the year under audit, but therecan be no assurance that we will be able to do so (or will choose to do so) under all circumstances, or that we will be able to (or choose to) effectcorresponding shifts in state income or similar tax liability resulting from the IRS adjustment in states in which we do business in the year under audit or inthe adjustment year. If we make payments of taxes, penalties and interest resulting from audit adjustments, we may require our unitholders and formerunitholders to reimburse us for such taxes (including any applicable penalties or interest) or, if we are required to bear such payment, our cash available fordistribution to our unitholders might be substantially reduced.In the event the IRS makes an audit adjustment to our income tax returns and we do not or cannot shift the liability to our unitholders in accordancewith their interests in us during the year under audit, we will generally have the ability to request that the IRS reduce the determined underpayment byreducing the suspended passive loss carryovers of our unitholders (without any compensation from us to such unitholders), to the extent such underpaymentis attributable to a net decrease in passive activity losses allocable to certain partners. Such reduction, if approved by the IRS, will be binding on any affectedunitholders.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 15, 2018Powered 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.Under the recently enacted law known as the Tax Cuts and Jobs Act of 2017, if a unitholder sells or otherwise disposes of a common unit, thetransferee is required to withhold 10.0% of the amount realized by the transferor unless the transferor certifies that it is not a foreign person, and we arerequired to deduct and withhold from the transferee amounts that should have been withheld by the transferee but were not withheld. However, theDepartment of the Treasury and the IRS have determined that this withholding requirement should not apply to any disposition of a publicly traded interestin a publicly traded partnership (such as us) until regulations or other guidance have been issued clarifying the application of this withholding requirementto dispositions of interests in publicly traded partnerships. Accordingly, while this new withholding requirement does not currently apply to interests in us,there can be no assurance that such requirement will not apply in the future.Tax-exempt entities and non-U.S. persons should consult a tax advisor before investing 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 our common units. Because we cannot match transferors and transferees of common units and because of other reasons, we have adopted 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. TreasuryRegulations allow a similar monthly convention, but such regulations do not specifically authorize all aspects of the proration method we have adopted. Ifthe IRS were to challenge our proration method, 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,44Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 Contentsgain, loss or deduction with respect to those common units may not be reportable by the unitholder and any cash distributions received by the unitholder asto those common units could be fully taxable as ordinary income. Our unitholders desiring to assure their status as partners and avoid the risk of gainrecognition from a loan to a short seller are urged to consult a tax advisor to discuss whether it is advisable to modify any applicable brokerage accountagreements to prohibit their brokers from loaning their common units. We 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. 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.Item 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.45Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 has established reserves it believes to be appropriate for pending matters and, after consultation with counsel and giving appropriate consideration toavailable insurance, EQM believes that the ultimate outcome of any matter currently pending against it will not materially affect its business, financialcondition, 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 October 2016, EQM acquiredthe AVC facilities from EQT, including any future obligations related to these releases. In February 2017, EQM received a proposed consent assessment ofcivil penalty from the PADEP that proposed a civil penalty related to the NOVs. While the PADEP's claims may result in penalties that exceed $100,000,EQM expects that the resolution of this matter will not have a material impact on its financial condition, results of operations, liquidity or ability to makedistributions.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 activitiesin question. 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 inpenalties. 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.PART IIItem 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 2017 and2016. Common Unit Data by Quarter 2017 2016 Unit Price Range Distributions Unit Price Range Distributions per Common per Common High Low Unit High Low Unit1st Quarter $82.99 $73.76 $0.85 $77.70 $57.88 $0.712nd Quarter 79.93 69.28 0.89 80.63 69.22 0.7453rd Quarter 78.75 71.75 0.935 80.58 74.49 0.784th Quarter $77.42 $64.42 $0.98 $78.78 $69.20 $0.815 As of January 31, 2018, there were three unitholders of record of EQM's common units. A cash distribution of $1.025 per common unit was declaredon January 18, 2018 and was paid on February 14, 2018 to unitholders of record at the close of business on February 2, 2018. As of December 31, 2017, EQM had also issued 1,443,015 general partner units for which there is no established public trading market. The generalpartner units are owned by EQGP. See Note 7 to the consolidated financial statements included in Item 8, "Financial Statements and Supplementary Data," ofthis Form 10-K for information on the significant provisions of EQM's partnership agreement that relate to distributions of available cash, minimum quarterlydistributions and IDRs. 46Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 ContentsRecent Sales of Unregistered SecuritiesNone.Market Repurchases EQM did not repurchase any of its common units during 2017. 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's consolidated financial statements have been retrospectively recast for all periods presented to include the historical results of AVC, Rager,the Gathering Assets, NWV Gathering, Jupiter and Sunrise as these were businesses and the acquisitions were transactions between entities under commoncontrol. The selected financial data covering the periods prior to the October 2016 Acquisition, prior to the NWV Gathering Acquisition, prior to the JupiterAcquisition and prior to the Sunrise Merger may not necessarily be indicative of the actual results of operations had AVC, Rager, the Gathering Assets, NWVGathering, Jupiter and Sunrise been operated together during those periods. As of and for the Years Ended December 31, 2017 2016 2015 2014 2013Statements of Consolidated Operations (Thousands, except per share amounts) Operating revenues $834,096 $735,614 $632,936 $489,218 $362,810Operating income 580,708 526,949 451,036 332,595 248,628Net income $571,904 $537,954 $455,126 $284,816 $191,653Net income per limited partner unit (a) Basic $5.19 $5.21 $4.71 $3.53 $2.47Diluted 5.19 5.21 4.70 3.52 2.46Cash distributions paid per limited partner unit $3.655 $3.05 $2.505 $2.02 $1.55 Consolidated Balance Sheets Total assets $3,548,827 $3,075,840 $2,833,358 $1,943,366 $1,437,680Long-term debt $1,167,352 $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 and net income attributable to Sunrise forperiods prior to July 22, 2013 were not allocated to the limited partners for purposes of calculating net income per limited partner unit. See Note 1 tothe consolidated financial statements included in Item 8 of this Form 10-K for further discussion.47Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 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 OverviewEQM reported net income of $571.9 million in 2017 compared with $538.0 million in 2016. The increase primarily resulted from higher revenuesfrom both gathering and transmission, which were driven mainly by affiliate and third party production development in the Marcellus Shale, and lowerincome taxes, partly offset by an increase in operating expenses, higher net interest expense and lower other income.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, which were primarily driven by affiliate production development in the Marcellus Shale, higher other income andlower net interest expense. These items were partly offset by higher income taxes and an increase in operating expenses, consistent with the growth of thebusiness.EQM declared a cash distribution to its unitholders of $1.025 per unit on January 18, 2018, which was 5% higher than the third quarter 2017distribution of $0.98 per unit and 21% higher than the fourth quarter 2016 distribution of $0.85 per unit. Total distributions related to 2017 were $3.83 perunit compared to $3.19 per unit total distributions related to 2016, a 20% 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 operating income and various operational measures in the following sections. Management believesthat the presentation of this information provides useful information to management and investors regarding the financial condition, results of operations andtrends of segments. EQM has reconciled each segment's operating income to EQM's consolidated operating income and net income in Note 4 to theconsolidated financial statements. 48Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 ContentsGATHERING RESULTS OF OPERATIONS Years Ended December 31, 2017 2016 %change2017 –2016 2015 % change2016 -2015FINANCIAL DATA (Thousands, other than per day amounts)Firm reservation fee revenues $407,355 $339,237 20.1 $267,517 26.8Volumetric based fee revenues: Usage fees under firm contracts(a) 32,206 38,408 (16.1) 33,021 16.3Usage fees under interruptible contracts 14,975 19,849 (24.6) 34,567 (42.6)Total volumetric based fee revenues 47,181 58,257 (19.0) 67,588 (13.8)Total operating revenues 454,536 397,494 14.4 335,105 18.6Operating expenses: Operating and maintenance 43,235 38,367 12.7 37,011 3.7Selling, general and administrative 38,942 39,678 (1.9) 30,477 30.2Depreciation and amortization 38,796 30,422 27.5 24,360 24.9Total operating expenses 120,973 108,467 11.5 91,848 18.1Operating income $333,563 $289,027 15.4 $243,257 18.8 OPERATIONAL DATA Gathering volumes (BBtu per day) Firm capacity reservation 1,826 1,553 17.6 1,140 36.2Volumetric based services(b) 361 420 (14.0) 485 (13.4)Total gathered volumes 2,187 1,973 10.8 1,625 21.4 Capital expenditures $196,871 $295,315 (33.3) $225,537 30.9(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, 2017 Compared to Year Ended December 31, 2016Gathering revenues increased by $57.0 million driven by third party and affiliate production development in the Marcellus Shale. EQM increasedfirm reservation fee revenues in 2017 compared to 2016 as a result of third parties and affiliates contracting for additional firm gathering capacity, whichincreased firm gathering capacity by approximately 475 MMcf per day following the completion of the Range Resources header pipeline project and variousaffiliate wellhead gathering expansion projects. The decrease in usage fees under firm contracts was due to lower affiliate volumes in excess of firmcontracted capacity. The decrease in usage fees under interruptible contracts was primarily due to the additional contracts for firm capacity. Operating expenses increased by $12.5 million for the year ended December 31, 2017 compared to the year ended December 31, 2016. Operatingand maintenance expense increased primarily as a result of higher personnel costs and increased property taxes. Selling, general and administrative expensesdecreased primarily due to lower corporate allocations from EQT as a result of EQT’s shift in focus during 2017 from midstream drop-down transactions toupstream asset and corporate acquisition projects partly offset by increased miscellaneous administrative costs. Depreciation and amortization expenseincreased $8.4 million due to additional assets placed in-service including those associated with the Range Resources header pipeline project and variousaffiliate wellhead gathering expansion projects.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 fee49Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 Contentsrevenues in 2016 compared to 2015 as a result of affiliates and third parties contracting for additional capacity under firm contracts, which resulted inincreased firm gathering capacity of approximately 300 MMcf per day following the completion of the NWV Gathering and Jupiter expansion projects in thefourth quarter of 2015. The decrease in usage fees under interruptible contracts 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.TRANSMISSION RESULTS OF OPERATIONS Years Ended December 31, 2017 2016 %change2017 –2016 2015 % change2016 -2015FINANCIAL DATA (Thousands, other than per day amounts)Firm reservation fee revenues $348,193 $277,816 25.3 $247,231 12.4Volumetric based fee revenues: Usage fees under firm contracts(a) 13,743 45,679 (69.9) 42,646 7.1Usage fees under interruptible contracts 17,624 14,625 20.5 7,954 83.9Total volumetric based fee revenues 31,367 60,304 (48.0) 50,600 19.2Total operating revenues 379,560 338,120 12.3 297,831 13.5Operating expenses: Operating and maintenance 41,482 34,846 19.0 33,092 5.3Selling, general and administrative 32,244 33,083 (2.5) 31,425 5.3Depreciation and amortization 58,689 32,269 81.9 25,535 26.4Total operating expenses 132,415 100,198 32.2 90,052 11.3Operating income $247,145 $237,922 3.9 $207,779 14.5 OPERATIONAL DATA Transmission pipeline throughput (BBtu per day) Firm capacity reservation 2,399 1,651 45.3 1,841 (10.3)Volumetric based services(b) 37 430 (91.4) 281 53.0Total transmission pipeline throughput 2,436 2,081 17.1 2,122 (1.9) Average contracted firm transmission reservationcommitments (BBtu per day) 3,627 2,814 28.9 2,624 7.2 Capital expenditures $111,102 $292,049 (62.0) $203,706 43.4(a)Includes commodity charges and fees on all volumes transported under firm contracts as well as transmission fees on volumes in excess of firmcontracted capacity.(b)Includes volumes transported under interruptible contracts and volumes transported in excess of firm contracted capacity.Year Ended December 31, 2017 Compared to Year Ended December 31, 2016Total operating revenues increased by $41.4 million. Firm reservation fee revenues increased due to affiliates and third parties contracting foradditional firm capacity, primarily on the OVC, as well as higher contractual rates on existing contracts in the current year. The firm capacity on the OVCresulted in lower affiliate usage fees under firm contracts. The increase in50Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 Contentsusage fees under interruptible contracts includes increased storage and parking revenue, which does not have pipeline throughput associated with it, partlyoffset by reduced throughput on interruptible contracts.Operating expenses increased by $32.2 million for the year ended December 31, 2017 compared to the year ended December 31, 2016. Operatingand maintenance expense increased primarily due to property taxes on the OVC and higher personnel costs. Selling, general and administrative expensesdecreased primarily due to lower corporate allocations from EQT as a result of EQT’s shift in focus during 2017 from midstream drop-down transactions toupstream asset and corporate acquisition projects. The increase in depreciation and amortization expense was the result of the OVC project placed in-servicein the fourth quarter of 2016 and a non-cash charge to depreciation and amortization expense of $10.5 million related to the revaluation of differencesbetween the regulatory and tax bases in EQM’s regulated property, plant and equipment. The related regulatory liability will be amortized over the estimateduseful life of the underlying property which is 43 years.Year Ended December 31, 2016 Compared to Year Ended December 31, 2015Total operating revenues increased by $40.3 million. Firm reservation fee revenues increased due to affiliates contracting for additional capacityunder firm contracts, primarily on the OVC, as well as higher contractual rates on existing contracts in 2016. Higher usage fees under firm contracts weredriven by an increase in affiliate volumes in excess of firm capacity associated with increased production development in the Marcellus Shale, partly offsetby lower usage fees from third party producers which is reflected in reduced firm capacity reservation throughput for the year ended December 31, 2016compared to the year ended December 31, 2015. These volumes also decreased as a result of warmer weather in the first quarter of 2016. This decrease intransported volumes did not have a significant impact on firm reservation fee revenues. Usage fees under interruptible contracts for the year ended December31, 2016 increased as a result of higher third party volumes transported or stored on an interruptible basis.Operating expenses increased $10.1 million for the year ended December 31, 2016 compared to the year ended December 31, 2015. The increase inoperating and maintenance expense resulted primarily from higher repairs and maintenance expenses associated with increased throughput. Selling, generaland administrative expenses increased primarily as a result of higher allocations and personnel costs from EQT. The increase in depreciation and amortizationexpense was primarily a result of higher depreciation on the increased investment in transmission infrastructure, including those associated with the OVC andthe AVC facilities.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 are recordedpartly as interest income and partly as a reduction in the note receivable. This change decreased the amount of other income recognized and increasedinterest income in 2017.Other income decreased by $10.5 million for the year ended December 31, 2017 compared to the year ended December 31, 2016 primarily driven bydecreased AFUDC - equity of $14.3 million associated with the OVC project placed in-service in the fourth quarter of 2016 and distributions from EES of$8.3 million which were recorded as other income in 2016 prior to the conversion to a note receivable, partly offset by higher equity income related to EQM'sportion of the MVP Joint Venture's AFUDC on the MVP. Other income increased by $29.2 million for the year ended December 31, 2016 compared to theyear ended December 31, 2015 primarily driven by increased AFUDC - equity of $13.1 million mainly attributable to increased spending on the OVC project,distributions from EES of $8.3 million that were recorded as other income in 2016 and higher equity income related to EQM's portion of the MVP JointVenture's AFUDC on the MVP.Net interest expense increased by $19.4 million for the year ended December 31, 2017 compared to the year ended December 31, 2016 primarilydriven by higher interest incurred on EQM's long-term debt issued in November 2016 of $17.4 million, lower capitalized interest and AFUDC - debt of $5.3million associated with decreased spending on capital projects and increased interest on EQM's credit facility borrowings, partly offset by increased interestincome recorded on distributions from EES of $5.1 million. Net interest expense decreased by $4.6 million for the year ended December 31, 2016 comparedto the year ended December 31, 2015 primarily driven by higher capitalized interest and AFUDC - debt of $3.8 million associated with increased spendingprimarily on the OVC, decreased interest expense of $2.8 million on lower credit facility borrowings and interest income subsequent to the Preferred Interestconversion to a note receivable. The items which decreased net interest expense were partly offset by interest incurred on the long-term debt issued inNovember 2016.51Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 ContentsSee 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 15, 2018Powered 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's 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, 2017 2016 2015 (Thousands)Net income$571,904 $537,954 $455,126Add: Net interest expense36,181 16,766 21,345Depreciation and amortization expense97,485 62,691 49,895Income tax expense (benefit)— 10,147 (16,741)Preferred Interest payments received post conversion (a)10,984 2,764 —Non-cash long-term compensation expense225 195 1,467Less: Equity income(22,171) (9,898) (2,367)AFUDC – equity(5,110) (19,402) (6,327)Pre-acquisition capital lease payments for AVC (b)— (17,186) (22,059)Adjusted EBITDA attributable to NWV Gathering prior to acquisition (c)— — (19,841)Adjusted EBITDA attributable to the October 2016 Acquisition prior to acquisition (d)— (11,420) (11,483)Adjusted EBITDA$689,498 $572,611 $449,015Less: Net interest expense excluding interest income on the Preferred Interest(42,999) (18,506) (22,436)Capitalized interest and AFUDC – debt (e)(4,120) (9,400) —Ongoing maintenance capital expenditures net of reimbursements (f)(27,609) (21,434) (20,099)Distributable cash flow$614,770 $523,271 $406,480 Net cash provided by operating activities$650,550 $537,904 $489,706Adjustments: Pre-acquisition capital lease payments for AVC (b)— (17,186) (22,059)Capitalized interest and AFUDC – debt (e)(4,120) (9,400) —Principal payments received on the Preferred Interest4,166 1,024 —Ongoing maintenance capital expenditures net of reimbursements (f)(27,609) (21,434) (20,099)Current tax expense— 1,373 13,945Adjusted EBITDA attributable to NWV Gathering prior to acquisition (c)— — (19,841)Adjusted EBITDA attributable to the October 2016 Acquisition prior to acquisition (d)— (11,420) (11,483)Other, including changes in working capital(8,217) 42,410 (23,689)Distributable cash flow$614,770 $523,271 $406,480(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 and partly as interest income, whichis included in net interest expense in the accompanying statements of consolidated operations. Distributions received from EES prior to thisamendment in 2016 were included in other income in the accompanying statements of consolidated operations.(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.53Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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)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 year ended December 31, 2015 wascalculated as net income of $11.1 million plus depreciation and amortization expense of $2.0 million plus income tax expense of $6.7 million.(d)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 AVC, Rager and the Gathering Assets prior to acquisition by EQM; therefore, the amountscould not have been distributed to EQM's unitholders. Adjusted EBITDA attributable to the October 2016 Acquisition prior to acquisition for theyears ended December 31, 2016 and 2015 was calculated as net income of $1.3 million and $34.2 million, respectively, plus depreciation andamortization expense of $2.1 million and $2.5 million, respectively, plus income tax expense (benefit) of $10.1 million and $(23.4 million),respectively, less interest income of $0.5 million and $1.1 million, respectively, less AFUDC - equity of $1.6 million and $0.7 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 and $27.5 million for the years endedDecember 31, 2016 and 2015, respectively (see Note 2 to the consolidated financial statements included in Item 8 of this Annual Report on Form10-K).(e)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 lower for the year ended December 31, 2015 than the amount presented herein.(f)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, 2016and 2015, ongoing maintenance capital expenditures net of reimbursements excludes ongoing maintenance of $6.5 million and $9.8 million,respectively, attributable to AVC, Rager, the Gathering Assets and NWV Gathering prior to acquisition.See "Executive Overview" for a discussion of EQM's net income, the GAAP financial measure most directly comparable to adjusted EBITDA.Adjusted EBITDA increased by $116.9 million for the year ended December 31, 2017 compared to the year ended December 31, 2016 and $123.6 million forthe year ended December 31, 2016 compared to the year ended December 31, 2015, in each case, primarily as a result of higher operating income onincreased revenues driven by production development in the Marcellus Shale and the acquisitions for each period, which resulted in EBITDA subsequent tothe transaction being reflected in adjusted EBITDA, including the elimination of the AVC lease payment. For the year ended December 31, 2016 compared tothe year ended December 31, 2015, distributions from EES also contributed to the increase.Net cash provided by operating activities, the GAAP financial measure most directly comparable to distributable cash flow, increased by $112.6million for the year ended December 31, 2017 compared to the year ended December 31, 2016 and $48.2 million for the year ended December 31, 2016compared to the year ended December 31, 2015 as discussed in "Capital Resources and Liquidity." Distributable cash flow increased by $91.5 million for theyear ended December 31, 2017 compared to the year ended December 31, 2016 and $116.8 million for the year ended December 31, 2016 compared to theyear ended December 31, 2015, in each case, mainly attributable to the increase in adjusted EBITDA. For the year ended December 31, 2017 compared to theyear ended December 31, 2016, the increase in adjusted EBITDA was partly offset by increased net interest expense excluding interest income on thePreferred Interest and ongoing maintenance capital expenditures net of reimbursements.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 its54Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 Contentsstrategically located assets, which cover portions of the Marcellus, Upper Devonian and Utica Shales that lack substantial natural gas pipeline infrastructure.EQM believes it has a competitive advantage in pursuing economically attractive organic expansion projects in its areas of operations, which EQM believeswill be 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 acquire additional midstream assets from EQT or pursue asset acquisitions from third parties. ShouldEQT choose to sell midstream assets, it is under no contractual obligation to offer 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:•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, 2017. 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, providing access to thegrowing Southeast demand markets. As currently designed, the MVP is estimated to cost a total of approximately $3.5 billion, excludingAFUDC, with EQM funding its proportionate share through capital contributions made to the joint venture. In 2018, EQM expects to providecapital contributions of $1.0 billion to $1.2 billion to the MVP Joint Venture. The MVP Joint Venture has secured a total of 2.0 Bcf per day offirm capacity commitments at 20-year terms, including a 1.29 Bcf per day firm capacity commitment by EQT, and is currently in negotiationwith additional shippers who have expressed interest in the MVP project. On October 13, 2017, the FERC issued the Certificate of PublicConvenience and Necessity for the project. In early 2018, the MVP Joint Venture received limited notice to proceed with certain constructionactivities from the FERC. The MVP Joint Venture plans to commence construction in the first quarter of 2018. The pipeline is targeted to beplaced in-service during the fourth quarter of 2018.•Affiliate Wellhead Gathering Expansion. In 2018, EQM estimates capital expenditures of approximately $300 million on gathering expansionprojects, primarily driven by affiliate wellhead and header projects in Pennsylvania and West Virginia, including commencing preliminaryconstruction activities on the Hammerhead project, a 1.2 Bcf per day gathering header pipeline connecting Pennsylvania and West Virginiaproduction to the MVP.•Transmission Expansion. In 2018, EQM estimates capital expenditures of approximately $100 million for other transmission expansionprojects, primarily attributable to the Equitrans Expansion project. The Equitrans Expansion project is designed to provide north-to-southcapacity on the mainline Equitrans system for deliveries to the MVP.See further discussion of capital expenditures in the "Capital Requirements" section below.Rice Transaction. On November 13, 2017, EQT closed its previously announced transaction to acquire Rice. As part of the transaction, EQTacquired certain midstream assets previously owned by Rice. EQT announced that it intends to sell these midstream assets to EQM through one or more drop-down transactions. In addition to the potential drop-down opportunities, EQM expects to benefit from increased organic growth opportunities due to thecombination of the EQT and Rice acreage positions. However, EQT is under no obligation to make such opportunities available to EQM.Committee to Address Sum-of-the-Parts Discount. EQT has announced that its board of directors has formed a committee to evaluate options foraddressing EQT’s sum-of-the-parts discount. EQT’s board will announce a decision by the end of March 2018, after considering the committee’srecommendation.Capital Resources and Liquidity EQM's principal liquidity requirements are to finance its operations, fund capital expenditures, potential acquisitions and capital contributions tothe MVP Joint Venture, 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. 55Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 ContentsOperating Activities Net cash provided by operating activities was $650.6 million for 2017 as compared to $537.9 million for 2016. The increase was driven by higheroperating income for which the contributing factors are discussed in the "Executive Overview" and "Business Segment Results of Operations" sections hereinand the timing of payments between the two periods, partly offset by increased interest as discussed in the "Other Income Statement Items" section herein.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 for which the contributing factors are discussed in the "Executive Overview" and "Business Segment Results of Operations" sections herein,distributions from EES of approximately $11 million and lower net interest expense as discussed in the "Other Income Statement Items" section herein, partlyoffset by the timing of payments between the two periods. Investing Activities Net cash used in investing activities totaled $457.0 million for 2017 as compared to $732.0 million for 2016. The decrease was primarilyattributable to decreased capital expenditures as further described in the "Capital Requirements" section herein and net assets acquired from EQT in 2016 of$62.4 million in 2016, partly offset by increased capital contributions to the MVP Joint Venture in 2017 and sales of interest in the MVP Joint Venture in2016. 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 the "Capital Requirements" section herein.Financing Activities Net cash used in financing activities totaled $251.4 million for 2017 as compared to $106.5 million for 2016. For 2017, the primary use of financingcash flows was distributions paid to unitholders and the primary source of financing cash flows was net borrowings on EQM's credit facilities. For 2016, theprimary uses of financing cash flows were distributions paid to unitholders, net repayments on EQM's credit facility and the October 2016 Acquisition. For2016, the primary sources of financing cash flows were from EQM debt and equity offerings.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. For 2015, the primary sources of financing cash flows were EQM equity offerings and net borrowings on EQM's credit facility and the primary uses offinancing cash flows were the NWV Gathering Acquisition in excess of net assets acquired and distributions paid to unitholders.Capital Requirements The gathering, transmission and storage businesses are capital intensive, requiring significant investment to develop new facilities and to maintainand upgrade existing operations. Years Ended December 31, 2017 2016 2015 (Thousands)Expansion capital expenditures (a) $264,645 $558,071 $388,442Maintenance capital expenditures: Ongoing maintenance 43,072 28,498 37,422Funded regulatory compliance 256 795 3,379Total maintenance capital expenditures 43,328 29,293 40,801Total capital expenditures 307,973 587,364 429,243Plus: accrued capital expenditures at the end of prior period (b) 26,678 24,133 53,016Less: accrued capital expenditures at the end of current period (b) (33,067) (26,678) (24,133)Less: other non-cash items (c) — — (70)Total cash capital expenditures $301,584 $584,819 $458,05656Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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)Expansion capital expenditures do not include capital contributions made to the MVP Joint Venture of $159.6 million and $98.4 million for theyears ended December 31, 2017 and 2016, respectively. In 2015, EQM paid $84.4 million for its acquisition of EQT's ownership interest in theMVP 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 2017, expansion capital expenditures primarily related to the following projects: affiliate wellhead gathering expansionprojects, the Range Resources header pipeline project and the AVC expansion project. In 2016, expansion capital expenditures primarily related to thefollowing projects: the OVC, the Range Resources Header Pipeline project, the NWV Gathering expansion and the AVC expansion project. The OVC projectwas placed in-service during the fourth quarter of 2016 and the Range Resources Header Pipeline project was placed in-service in several phases beginning inthe fourth quarter of 2016 with the final phase placed in-service during the second quarter of 2017. In 2015, expansion capital expenditures primarily relatedto the following projects: the OVC, the Jupiter and NWV Gathering expansions, the Antero Resources Corporation transmission projects and several projectsfor Range Resources. Significant portions of these projects were completed in the second half of 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.Ongoing 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 projectsprimarily related to bare steel replacement capital expenditures. Included in these amounts for the years ended December 31, 2017, 2016 and 2015 were$15.5 million, $0.6 million and $7.5 million, respectively, of maintenance capital expenditures for which EQM was reimbursed by EQT under the terms ofthe EQM omnibus agreement. Under the EQM omnibus agreement, for a period of ten years after the closing of EQM's IPO, EQT has agreed to reimburse EQMfor plugging and abandonment expenditures for certain identified wells of EQT and third parties. Additionally, EQT has agreed to reimburse EQM for baresteel replacement capital expenditures in the event that ongoing maintenance capital expenditures (other than capital expenditures associated with pluggingand 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 suchongoing maintenance capital expenditures and bare steel replacement capital expenditures exceed $17.2 million during a year, EQT will reimburse EQM forthe lesser of (i) the amount of bare steel replacement capital expenditures during such year and (ii) the amount by which such ongoing capital expendituresand bare steel replacement capital expenditures exceeds $17.2 million. This bare steel replacement reimbursement obligation is capped at an aggregateamount of $31.5 million over the ten years following EQM's IPO. Since EQM's IPO, EQM has been reimbursed approximately $26.9 million for bare steelreplacement capital expenditures by EQT. Amounts reimbursed are recorded as capital contributions when 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 as these two compliance initiativesare substantially complete. Since EQM's IPO in 2012, funded regulatory compliance capital expenditures have totaled $30.9 million. In 2018, capital contributions to the MVP Joint Venture are expected to be $1.0 billion to $1.2 billion, depending on the timing of the constructionof the MVP, expansion capital expenditures are expected to be approximately $400 million and ongoing maintenance capital expenditures are expected tobe $35 million to $40 million, net of reimbursements. EQM's future capital investments may vary significantly from period to period based on the availableinvestment opportunities and the timing of construction for the MVP. Maintenance related capital expenditures are also expected to vary quarter to quarter.EQM57Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 Contentsexpects to fund future capital expenditures primarily through cash on hand, cash generated from operations, availability under its credit facilities, debtofferings and issuances of additional EQM partnership units. EQM does not forecast capital expenditures associated with potential projects not committed asof 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, 2017.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 be rated Baa3 or higher by Moody's, BBB- orhigher by S&P, or BBB- or higher by Fitch. Anything below these ratings, including EQM's current credit rating of Ba1 by Moody's, is considered non-investment grade.$750 Million ATM ProgramAs of February 15, 2018, EQM had approximately $443 million in remaining capacity under the $750 Million ATM Program.Distributions See Note 7 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for discussion of distributions. Schedule of Contractual ObligationsThe following represents EQM's contractual obligations as of December 31, 2017. Purchase obligations exclude EQM's future capital contributionsto the MVP Joint Venture and purchase obligations of the MVP Joint Venture. Total 2018 2019-2020 2021-2022 2023+ (Thousands)Long-term debt $1,000,000 $— $— $— $1,000,000Credit facility borrowings (a) 180,000 — — 180,000 —Interest payments on senior notes (b) 315,573 40,625 81,250 81,250 112,448Purchase obligations 49,504 49,504 — — —Total contractual obligations $1,545,077 $90,129 $81,250 $261,250 $1,112,448 (a)Credit facility borrowings were classified based on the termination date of the amended and restated credit facility agreement.(b)Interest payments exclude interest related to the credit facility borrowings as the interest rate on the credit facility agreement is variable.58Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 ContentsCommitments 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 13 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 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for discussion of the MVP Joint Ventureguarantee.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. The following critical accounting policies, which were reviewed by EQM's Audit Committee, relate to its more significant judgments andestimates used in the preparation 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 an investment in an unconsolidated entity 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 its investment in an unconsolidated entityrequires significant judgment because EQM's investment is 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 directly charged to EQM. Other costs areallocated based on operational and financial metrics. Allocations59Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 based on estimates and assumptions that management believes are reasonable; however, EQM believes that the accounting estimates related to allocatedcosts are "critical accounting estimates" because different estimates and assumptions would change the amounts allocated to EQM and those differencescould be material. These assumptions affect the amount of general and administrative and operating expense and would have an impact on the results ofoperations if changed.Regulatory Accounting. Determination and application of regulatory accounting requires judgment regarding probability that certain expenses andincome will be allowed in the rate setting process in a period different from the period in which they would have been reflected in the statements ofconsolidated operations for a non-regulated entity. EQM has not historically experienced material changes in its results of operations from changes inregulatory accounting although these estimates are reviewed periodically, including each time EQM files with the FERC for a change in transmission andstorage rates. EQM believes that the accounting estimates related to regulatory accounting are "critical accounting estimates" because they are susceptible tochange period to period. These assumptions affect the gross regulatory assets and liabilities and the amount of regulated operating revenues and expensesand would have an impact on the results of operations and financial position if changed. See Note 1 and Note 10 to the consolidated financial statements foradditional information.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 it mustassess the probability and amount of loss related to contingencies. Future results of operations could be materially 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. See Note 1 to the consolidated financial statements foradditional information.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, 2017, EQM had third partyaccounts receivable of $28.8 million, which is net of an allowance for doubtful accounts of $0.4 million.EQM believes that the accounting estimates related to revenue recognition are "critical accounting estimates" 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 estimates" 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 theinterest rates EQM pays on borrowings under its credit facilities. EQM's senior notes 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 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 Risk. EQM is exposed to credit risk which is the risk that EQM may incur a loss if a counterparty fails to perform under a contract. EQMmanages its exposure to credit risk associated with customers through credit analysis, credit approval, credit limits and monitoring procedures. For certaintransactions, EQM may request letters of credit, cash collateral,60Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 Contentsprepayments or guarantees as forms of credit support. EQM's FERC tariffs require tariff customers that do not meet specified credit standards to provide threemonths of credit support; however, EQM is exposed to credit risk beyond this three month period when its tariffs do not require its customers to provideadditional credit support. For some of EQM's more recent long-term contracts associated with system expansions, it has entered into negotiated creditagreements that provide for enhanced forms of credit support if certain credit standards are not met. EQM has historically experienced only minimal creditlosses in connection with its receivables. For the year ended December 31, 2017, approximately 85% of revenues 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 amaximum of $50 million, due and payable to Equitrans by EQT Energy, LLC, one of Equitrans' largest customers and a wholly owned subsidiary of EQT. TheEQT guaranty will terminate on November 30, 2023 unless terminated earlier by EQT upon 10 days written notice. At December 31, 2017, EQT's publicsenior debt had an investment grade credit rating. See Note 12 to the consolidated financial statements for further discussion regarding EQM's exposure tocredit risk.Commodity 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. Lower regional natural gas prices could cause producers to determine in the future that drillingactivities in areas outside of EQM's current areas of operation are strategically more attractive to them. EQT, or third party customers on EQM's systems, mayreduce capital spending in the future based on commodity prices or other factors. Unless EQM is successful in attracting and retaining unaffiliated third partycustomers, which accounted for 47% of transmission and storage revenues and 11% of gathering revenues for the year ended December 31, 2017, its ability tomaintain or increase the capacity subscribed and volumes transported under service arrangements on its transmission and storage system as well as thevolumes gathered on its gathering systems will be dependent on receiving consistent or increasing commitments from EQT. While EQT has dedicatedacreage to EQM and has entered into long-term firm transmission and gathering contracts on EQM's systems, EQT may determine in the future that drilling inEQM's areas of operations is not economical or that drilling in areas outside of EQM's current areas of operations is strategically more attractive to it. EQT isunder no contractual obligation to continue to develop its acreage dedicated to EQM.For the year ended December 31, 2017, approximately 91% of total revenues were derived from firm reservation fees. As a result, EQM believes thatshort and 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 to its unitholders.Additionally, long term declines in gas production in EQM's areas of operations would limit EQM's growth potential.Other Market Risks. EQM's $1 billion credit facility is underwritten by a syndicate of financial institutions, each of which is obligated to fund itspro-rata portion of any borrowings by EQM. No one lender of the 19 financial institutions in the syndicate holds more than 10% of the facility. EQM's largesyndicate group and relatively low percentage of participation by each lender is expected to limit EQM's exposure to problems or consolidation in thebanking 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, 201764Statements of Consolidated Cash Flows for each of the three years in the period ended December 31, 201765Consolidated Balance Sheets as of December 31, 2017 and 201666Statements of Consolidated Equity for each of the three years in the period ended December 31, 201767Notes to Consolidated Financial Statements6861Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 FirmTo the Unitholders of EQT Midstream Partners, LP and the Board of Directors of EQT Midstream Services, LLCOpinion on the Financial StatementsWe have audited the accompanying consolidated balance sheets of EQT Midstream Partners, LP and subsidiaries (the Partnership) as of December 31, 2017and 2016, the related statements of consolidated operations, cash flows and equity for each of the three years in the period ended December 31, 2017, and therelated notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, theconsolidated financial position of the Partnership at December 31, 2017 and 2016, and the consolidated results of its operations and its cash flows for each ofthe three years in the period ended December 31, 2017, 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) (PCAOB), the Partnership'sinternal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control-Integrated Framework issued by theCommittee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 15, 2018 expressed an unqualifiedopinion thereon.Basis for OpinionThese financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on the Partnership's financialstatements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnershipin accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing proceduresto assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also includedevaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financialstatements. We believe that our audits provide a reasonable basis for our opinion./s/ Ernst & Young, LLP We have served as the Partnership's auditor since 2012. Pittsburgh, PennsylvaniaFebruary 15, 201862Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 FirmTo the Unitholders of EQT Midstream Partners, LP and the Board of Directors of EQT Midstream Services, LLCOpinion on Internal Control over Financial ReportingWe have audited EQT Midstream Partners, LP and subsidiaries' internal control over financial reporting as of December 31, 2017, based on criteriaestablished in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework)(the COSO criteria). In our opinion, EQT Midstream Partners, LP and subsidiaries (the Partnership) maintained, in all material respects, effective internalcontrol over financial reporting as of December 31, 2017, based on the COSO criteria.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidatedbalance sheets of the Partnership as of December 31, 2017 and 2016, the related statements of consolidated operations, cash flows and equity for each of thethree years in the period ended December 31, 2017 and the related notes of the Partnership and our report dated February 15, 2018 expressed an unqualifiedopinion thereon.Basis for OpinionThe Partnership's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness ofinternal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Ourresponsibility is to express an opinion on the Partnership's internal control over financial reporting based on our audit. We are a public accounting firmregistered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and theapplicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether effective internal control over financial reporting was maintained in all material respects.Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing andevaluating 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.Definition and Limitations of Internal Control Over Financial ReportingA 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./s/ Ernst & Young, LLP Pittsburgh, PennsylvaniaFebruary 15, 201863Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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, 2017 2016 2015 (Thousands, except per unit amounts)Operating revenues (b)$834,096 $735,614 $632,936Operating expenses: Operating and maintenance (c)84,717 73,213 70,103Selling, general and administrative (c) 71,186 72,761 61,902Depreciation and amortization97,485 62,691 49,895Total operating expenses253,388 208,665 181,900Operating income580,708 526,949 451,036Other income (d)27,377 37,918 8,694Net interest expense (e)36,181 16,766 21,345Income before income taxes571,904 548,101 438,385Income tax expense (benefit)— 10,147 (16,741)Net income$571,904 $537,954 $455,126 Calculation of limited partners' interest in net income: Net income$571,904 $537,954 $455,126Less pre-acquisition income allocated to parent— (21,861) (72,782)Less general partner interest in net income - general partner units(10,060) (9,173) (7,455)Less general partner interest in net income - incentive distribution rights(143,531) (93,568) (46,992)Limited partners' interest in net income$418,313 $413,352 $327,897 Net income per limited partner unit – basic$5.19 $5.21 $4.71Net income per limited partner unit – diluted$5.19 $5.21 $4.70 Weighted average limited partner units outstanding – basic80,603 79,367 69,612Weighted average limited partner units outstanding – diluted80,603 79,388 69,773(a)As discussed in Note 2, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the 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), and the Northern West Virginia Marcellus gathering system (NWV Gathering),which was acquired by EQM on March 17, 2015, because these transactions were between entities under common control.(b)Operating revenues included affiliate revenues from EQT Corporation and subsidiaries (collectively, EQT) of $605.1 million, $551.4 million and $462.4million for the years ended December 31, 2017, 2016 and 2015, respectively. See Note 5.(c)Operating and maintenance expense included charges from EQT of $40.0 million, $34.2 million and $33.5 million for the years ended December 31,2017, 2016 and 2015, respectively. Selling, general and administrative expense included charges from EQT of $67.4 million, $67.3 million and $55.1million for the years ended December 31, 2017, 2016 and 2015, respectively. See Note 5.(d)For the year ended December 31, 2017, other income included equity income from Mountain Valley Pipeline, LLC (MVP Joint Venture) of $22.2million. For the year ended December 31, 2016, other income included distributions received from EQT Energy Supply, LLC (EES) of $8.3 million andequity income from the MVP Joint Venture of $9.9 million. For the year ended December 31, 2015, other income included equity income from the MVPJoint Venture of $2.4 million. See Note 6.(e)For the years ended December 31, 2017 and 2016, net interest expense included interest income on the preferred interest (the Preferred Interest) in EES of$6.8 million and $1.7 million, respectively.See notes to consolidated financial statements.64Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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, 2017 2016 2015 (Thousands)Cash flows from operating activities: Net income$571,904 $537,954 $455,126Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization97,485 62,691 49,895Deferred income taxes— 8,774 (30,686)Equity income(22,171) (9,898) (2,367)AFUDC – equity(5,110) (19,402) (6,327)Non-cash long term compensation expense225 195 1,467Changes in other assets and liabilities: Accounts receivable(8,142) (2,872) (647)Accounts payable4,821 (9,354) 8,470Due to/from EQT affiliates3,111 (34,667) 8,633Other assets and other liabilities8,427 4,483 6,142Net cash provided by operating activities650,550 537,904 489,706Cash flows from investing activities: Capital expenditures(301,584) (584,819) (458,056)Acquisitions - net assets from EQT (see Note 2)— (62,372) (386,791)MVP Interest Acquisition (see Note 2) and capital contributions to the MVP Joint Venture(159,550) (98,399) (84,381)Sales of interests in the MVP Joint Venture— 12,533 9,723Preferred Interest Acquisition (as defined in Note 2)— — (124,317)Principal payments received on the Preferred Interest (see Note 2)4,166 1,024 —Net cash used in investing activities(456,968) (732,033) (1,043,822)Cash flows from financing activities: Proceeds from the issuance of EQM common units, net of offering costs— 217,102 1,183,921Acquisitions - purchase price in excess of net assets from EQT (see Note 2)— (3,734) (486,392)Acquisition of AVC net assets from EQT (see Note 2)— (208,894) —Proceeds from credit facility borrowings524,000 740,000 617,000Payments of credit facility borrowings(344,000) (1,039,000) (318,000)Proceeds from the issuance of long-term debt— 500,000 —Net contributions from (distributions to) EQT— 20,234 (6,598)Capital contributions3,052 5,884 1,781Distributions paid to unitholders(432,188) (329,471) (212,262)Discount, debt issuance costs and credit facility origination fees(2,257) (8,580) —Net cash (used in) provided by financing activities(251,393) (106,459) 779,450 Net change in cash and cash equivalents(57,811) (300,588) 225,334Cash and cash equivalents at beginning of year60,368 360,956 135,622Cash and cash equivalents at end of year$2,557 $60,368 $360,956 Cash paid during the year for: Interest, net of amount capitalized$41,958 $13,899 $19,606Non-cash activity during the year: Increase (decrease) in capital contribution receivable from EQT$12,411 $(5,283) $5,744Elimination of net current and deferred tax liabilities— 93,951 84,446Asset adjustments prior to acquisition— (115,270) —Limited partner and general partner units issued for acquisitions— — 52,500Net settlement of current income taxes receivable with EQT$— $— $8,652(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, and NWV Gathering, which was acquired by EQM on March 17, 2015, because these transactions werebetween entities under common control.See notes to consolidated financial statements.Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 15, 2018Powered 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 DECEMBER 31, 2017 2016 (Thousands, except number of units)ASSETS Current assets: Cash and cash equivalents$2,557 $60,368Accounts receivable (net of allowance for doubtful accounts of $446 and $319 as of December 31, 2017 and2016, respectively)28,804 20,662Accounts receivable – affiliate103,304 81,358Other current assets12,662 9,671Total current assets147,327 172,059 Property, plant and equipment3,200,108 2,894,858Less: accumulated depreciation(396,049) (316,024)Net property, plant and equipment2,804,059 2,578,834 Investment in unconsolidated entity460,546 184,562Other assets136,895 140,385Total assets$3,548,827 $3,075,840 LIABILITIES AND EQUITY Current liabilities: Accounts payable$47,040 $35,830Due to related party31,673 19,027Capital contribution payable to MVP Joint Venture105,734 11,471Accrued interest10,926 12,016Accrued liabilities16,871 8,648Total current liabilities212,244 86,992 Credit facility borrowings180,000 —Senior notes987,352 985,732Regulatory and other long-term liabilities20,273 9,562Total liabilities1,399,869 1,082,286 Equity: Common (80,581,758 units issued and outstanding at December 31, 2017 and 2016)2,147,706 2,008,510General partner (1,443,015 units issued and outstanding at December 31, 2017 and 2016)1,252 (14,956)Total equity2,148,958 1,993,554Total liabilities and equity$3,548,827 $3,075,840See notes to consolidated financial statements.66Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 EQUITY YEARS ENDED DECEMBER 31, 2017, 2016 and 2015(a) Predecessor Limited Partners General Equity Common Subordinated Partner Total (Thousands)Balance at January 1, 2015$520,287 $1,647,910 $(929,374) $(27,497) $1,211,326Net 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) $1,993,554 Net income— 418,313 — 153,591 571,904Capital contributions— 15,184 — 279 15,463Equity-based compensation plans— 225 — — 225Distributions to unitholders— (294,526) — (137,662) (432,188)Balance at December 31, 2017$— $2,147,706 $— $1,252 $2,148,958(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, and NWV Gathering, which was acquired by EQM on March 17, 2015, because these transactions werebetween 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 subordinatedunit, the conversion of the subordinated units was deemed to have occurred on January 1, 2015. See Note 3.(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 October2016 Acquisition.See notes to consolidated financial statements.67Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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, 2017 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 inJanuary 2012. EQT Midstream Services, LLC (EQM General Partner) is a direct wholly owned subsidiary of EQT GP Holdings, LP (EQGP) and is the generalpartner of EQM. References in these consolidated financial statements to EQT refer collectively to EQT Corporation and its consolidated subsidiaries. Asdiscussed in Note 2, EQM's consolidated financial statements have been retrospectively recast for all periods presented to include the pre-acquisition resultsof AVC, Rager and the Gathering Assets, which were acquired by EQM on October 13, 2016, and NWV Gathering, which was acquired by EQM on March 17,2015, because these transactions were between entities under common control.EQM does not have any employees. Operational, management and other services for EQM are provided by employees of EQT and its subsidiaries. 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 Pennsylvania, West Virginia and Ohio through two primary assets: the gathering system and thetransmission and storage system. As of December 31, 2017, EQM's gathering system included approximately 300 miles of high pressure gathering lines with approximately 2.3 Bcfper day of total firm contracted gathering capacity and multiple interconnect points with EQM's transmission and storage system. EQM's gathering systemalso includes approximately 1,500 miles of Federal Energy Regulatory Commission (FERC)-regulated low pressure gathering lines. Revenues are primarilygenerated from EQM's firm gathering contracts.As of December 31, 2017, EQM's transmission and storage system included an approximately 950-mile FERC-regulated interstate pipeline thatconnects to seven interstate pipelines and to local distribution companies. The transmission system is supported by 18 associated natural gas storagereservoirs with approximately 645 MMcf per day of peak withdrawal capacity and 43 Bcf of working gas capacity and 41 compressor units. As ofDecember 31, 2017, the transmission assets had total throughput capacity of approximately 4.4 Bcf per day. Revenues are primarily generated from EQM'sfirm transmission and storage 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. Reclassification: Certain previously reported amounts have been reclassified to conform to the current year presentation.68Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 ContentsUse 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 were $0.4 million and $0.3 million at December 31, 2017 and 2016, respectively. EQM also has receivablesdue 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 senior notes are not actively traded, their 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. The fair value of the Preferred Interest is a Level 3 fair value measurement which is estimated using an income approach model utilizing a market-based discount rate. As of December 31, 2017 and 2016, the estimated fair value of the Preferred Interest was approximately $133 million and $132 million,respectively, and the carrying value of the Preferred Interest was approximately $119 million and $123 million, respectively, inclusive of approximately $4million, for each period, in other current assets in the consolidated balance sheets.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 $46.5 million, $53.2 million and $78.9 million in 2017, 2016 and 2015, respectively. EQM capitalized interest of $4.1 million, $9.4 millionand $5.6 million on assets under construction in 2017, 2016 and 2015, respectively, including the debt component of allowance for funds used duringconstruction (AFUDC). As of December 31, 2017 2016 (Thousands)Gathering assets $1,526,028 $1,330,998Accumulated depreciation (147,575) (110,473)Net gathering assets 1,378,453 1,220,525Transmission and storage assets 1,674,080 1,563,860Accumulated depreciation (248,474) (205,551)Net transmission and storage assets 1,425,606 1,358,309Net property, plant and equipment $2,804,059 $2,578,834 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, 2017, 2016 and 2015 were approximately 2.7%, 2.2% and 2.1%, 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 exceeds69Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 sum of the assets' undiscounted cash flows, EQM estimates an impairment loss equal to the difference between the carrying value and fair value of theassets. Investment in Unconsolidated Entity: EQM evaluates its investment in unconsolidated entity for impairment whenever events or changes incircumstances indicate that the carrying value of the investment 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 EQM's senior notes are amortized over theterm of the debt. These amounts are presented as a reduction of the debt on the accompanying consolidated balance sheets. Expenses incurred with theissuance and extension of EQM's $1 billion 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, 2017 and 2016 were receivablesof $5.2 million and $2.8 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: EQM is under no legal or contractual obligation to restore or dismantle its gathering system and transmission andstorage system upon abandonment. Additionally, EQM operates and maintains its gathering system and transmission and storage system and it intends to doso as long as supply and demand for natural gas exists, which EQM expects for the foreseeable future. Therefore, EQM does not have any asset retirementobligations as of December 31, 2017 and 2016.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. See Note 13.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 and post-retirement benefit costs. EQM believes that it willcontinue to be subject to rate regulation that will provide for the recovery of deferred costs. See Note 10.The following tables present the total regulated operating revenues and expenses, and the regulated property, plant and equipment of EQM.Years Ended December 31,2017 2016 2015(Thousands)Operating revenues$390,883 $347,320 $309,984Operating expenses$151,510 $118,611 $109,954 70Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 ContentsAs of December 31,2017 2016(Thousands)Property, plant & equipment$1,787,656 $1,675,433Accumulated depreciation and amortization(278,756) (234,336)Net property, plant & equipment$1,508,900 $1,441,097 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 debt component) and a designated cost of equity (theequity component) for financing the construction of these regulated assets. The debt components of AFUDC for the years ended December 31, 2017, 2016and 2015 of $0.8 million, $2.4 million and $1.6 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, 2017, 2016 and 2015 of $5.1 million, $19.4 million and $6.3 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 these programs as equity awards. Awards are recorded at fair valuewhich utilizes the published market price on the grant date. See Note 8.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 (IDRs)is limited to available cash (as defined by EQM's partnership agreement) for the period. Any common units issued during the period are included on amonthly weighted-average basis for the periods in which they were outstanding. Diluted net income per limited partner unit reflects the potential dilutionthat could occur if securities or agreements to issue common units, such as awards under the long-term incentive plan, were exercised, settled or convertedinto EQM common units. When it is determined that potential common units resulting from an award subject to performance or market conditions should beincluded in the diluted net income per limited partner unit calculation, the impact is reflected by applying the treasury stock method. Net income attributableto AVC, Rager and the Gathering Assets for the periods prior to October 1, 2016 and to NWV Gathering for the periods prior to March 17, 2015 was notallocated to the limited partners for purposes of calculating net income per limited partner unit as these pre-acquisition amounts were not available to theunitholders.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, 20,959,17,196 and 14,017 phantom unit awards were included in the calculation of basic and diluted weighted average limited partner units outstanding for theyears ended December 31, 2017, 2016 and 2015, respectively. Potentially dilutive securities included in the calculation of diluted weighted average limitedpartner units outstanding totaled zero, 20,548 and 160,633 for the years ended December 31, 2017, 2016 and 2015, respectively.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 11.71Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 ContentsRecently 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. During the third quarter of 2017, EQM substantially completed its detailed review of the impact of the standard on eachof its contracts. EQM adopted the ASUs using the modified retrospective method of adoption on January 1, 2018 and EQM did not require an adjustment tothe opening balance of equity. EQM does not expect the standard to have a significant impact on its results of operations, liquidity or financial position in2018. Additional disclosures will be required to describe the nature, amount, timing and uncertainty of revenue and cash flows from contracts with customersincluding disaggregation of revenue and remaining performance obligations. EQM implemented processes and controls to ensure new contracts are reviewedfor the appropriate accounting treatment and to generate the disclosures required under the new standard in the first quarter of 2018.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 will adopt this standard in the first quarter of 2018 and does not expect that the adoption will have a materialimpact on its financial statements and related disclosures.In February 2016, the FASB issued ASU No. 2016-02, Leases. The primary effect of adopting the new standard on leases will be to record assets andobligations for contracts currently recognized as operating leases. Lessees and lessors must apply a modified retrospective transition approach. The ASU willbe effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early adoptionpermitted. EQM has completed a high level identification of agreements covered by this standard and will continue to evaluate the impact this standard willhave on its financial statements, internal controls and related disclosures.In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments.This ASU amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at 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: Classification of Certain Cash Receipts and Cash Payments. ThisASU addresses the presentation and classification of eight specific cash flow issues. The amendments in the ASU will be effective for public business entitiesfor annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted. EQMadopted this standard in the second quarter of 2017 with no material impact on its financial statements and related disclosures.Subsequent Events: EQM has evaluated subsequent events through the date of the financial statement issuance.72Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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. AcquisitionsThe following table presents EQM's acquisitions completed during the three years ended December 31, 2017. Acquisition Date Total Consideration Cash Common UnitsIssued to EQT GP Units Issued toEQT (Thousands, except unit amounts)NWV Gathering Acquisition (a) 3/17/15 $925,683 $873,183 511,973 178,816MVP Interest Acquisition (b) 3/30/15 54,229 54,229 — —Preferred Interest Acquisition (c) 4/15/15 124,317 124,317 — —October 2016 Acquisition (d) 10/13/16 $275,000 $275,000 — —(a)EQT contributed NWV Gathering to EQM Gathering Opco, LLC (EQM Gathering), an indirect wholly owned subsidiary of EQM. The cashportion of the purchase price was funded with net proceeds from an equity offering of EQM common units and borrowings under EQM's creditfacility.(b)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.(c)Pursuant to the NWV Gathering Acquisition contribution and sale agreement, EQM acquired the Preferred Interest from EQT in EES, which atthe time was an indirect wholly owned subsidiary of EQT. EES generates revenue from services provided to a local distribution company. Thecash 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. This conversion did not impact the carrying value ofthis instrument; however, distributions from EES subsequent to the amendment were recorded partly as a reduction in the Preferred Interest andpartly as interest income, which is included in net interest expense in the accompanying statements of consolidated operations. Distributionsreceived from EES prior to this amendment were included in other income in the accompanying statements of consolidated operations.(d)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 and NWV Gathering 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 equity. This portion of the consideration was recorded in financing activities in the statements of consolidated cash flows.EQM recast its consolidated financial statements to retrospectively reflect the October 2016 Acquisition and NWV Gathering Acquisition as if the entitieswere owned for all periods presented; however, the consolidated financial statements are not necessarily indicative of the results of operations that wouldhave 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 of73Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 acquisition and the financial statements now reflect the depreciation expense based on the 40 year useful life. This adjustment increased previouslyreported net income by $5.2 million and $4.2 million for the years ended December 31, 2016 and 2015, respectively. In addition, because the effect of therecast of the financial statements resulted in the elimination of the capital lease obligation from EQM to AVC, the lease obligation portion of theconsideration paid was recorded in financing activities in the statements of consolidated cash flows.3. EquityThe following table summarizes EQM's public offerings of its common units during the three years ended December 31, 2017. Common UnitsIssued GP Units Issued Price Per Unit Net Proceeds Underwriters'Discount and OtherOffering Expenses (Thousands, except unit and per unit amounts)March 2015 equity offering (a) 9,487,500 25,255 $76.00 $696,582 $24,468$750 Million At the Market (ATM)Program in 2015 (b) 1,162,475 — 74.92 85,483 1,610November 2015 equity offering (c) 5,650,000 — 71.80 399,937 5,733$750 Million ATM Program in 2016 (d) 2,949,309 — $74.42 $217,102 $2,381(a)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 proceedsfrom this offering. The net proceeds were used to finance a portion of the cash consideration paid to EQT in connection with the NWVGathering Acquisition as described in Note 2.(b)During the third quarter of 2015, EQM entered into an equity distribution agreement that established an ATM common unit offering program,pursuant to which a group of managers, acting as EQM's sales agents, may sell EQM common units having an aggregate offering price of up to$750 million (the $750 Million ATM Program). The price per unit represents an average price for all issuances under the $750 Million ATMProgram in 2015. The underwriters' discount and other offering expenses in the table above include commissions of approximately $0.9 million.EQM used the net proceeds for general partnership purposes.Prior to this $750 Million ATM Program, the EQM General Partner maintained its general partner ownership percentage at the previous level 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.(c)The net proceeds were used for general partnership purposes and to repay amounts outstanding under EQM's credit facility.(d)The price per unit represents an average price for all issuances under the $750 Million ATM Program in 2016. The underwriters' discount andother offering expenses in the table above include commissions of approximately $2.2 million. EQM used the net proceeds for generalpartnership purposes.74Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 following table summarizes EQM's common, subordinated and general partner units issued and outstanding during the three years endedDecember 31, 2017. There were no issuances in 2017. Limited Partner Units General Common Subordinated Partner Units TotalBalance at January 1, 2015 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 and 2017 80,581,758 — 1,443,015 82,024,773Upon payment of the cash distribution for the fourth quarter of 2014, the financial requirements for the conversion of all subordinated units weresatisfied. As a result, on February 17, 2015, the 17,339,718 subordinated units converted into common units on a one-for-one basis. For purposes ofcalculating net income per common and subordinated unit, the conversion of the subordinated units was deemed to have occurred on January 1, 2015.EQM issued 19,796 and 21,063 common units under the 2014 EQM Value Driver Award Program (2014 EQM VDA) in February 2016 and 2015,respectively, as discussed in Note 8. In connection with the February 2015 issuance, the EQM General Partner purchased 430 EQM general partner units tomaintain its then 2.0% general partner ownership percentage. EQM issued 92,472 common units under the EQM Total Return Program in February 2016 asdiscussed in Note 8.As of December 31, 2017, 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 IDRs in EQM. As of December 31, 2017, 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, 2017 2016 2015 (Thousands)Revenues from external customers (including affiliates): Gathering$454,536 $397,494 $335,105Transmission379,560 338,120 297,831Total operating revenues$834,096 $735,614 $632,936Operating income: Gathering$333,563 $289,027 $243,257Transmission247,145 237,922 207,779Total operating income$580,708 $526,949 $451,036 Reconciliation of operating income to net income: Other income27,377 37,918 8,694Net interest expense36,181 16,766 21,345Income tax expense (benefit)— 10,147 (16,741)Net income$571,904 $537,954 $455,12675Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 As of December 31, 2017 2016 2015 (Thousands)Segment assets: Gathering$1,463,247 $1,292,713 $1,079,644Transmission1,487,501 1,413,631 1,183,641Total operating segments2,950,748 2,706,344 2,263,285Headquarters, including cash598,079 369,496 570,073Total assets$3,548,827 $3,075,840 $2,833,358 Years Ended December 31, 2017 2016 2015 (Thousands)Depreciation and amortization: Gathering$38,796 $30,422 $24,360Transmission58,689 32,269 25,535Total$97,485 $62,691 $49,895Expenditures for segment assets: Gathering$196,871 $295,315 $225,537Transmission111,102 292,049 203,706Total (a)$307,973 $587,364 $429,243 (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 $33.1 million, $26.7 million, $24.1 million and $53.0 million at December 31, 2017, 2016, 2015 and 2014,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, gasgathering agreements, transportation service and precedent agreements and storage agreements. 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. EQM is allocated theportion of operating and maintenance expense and selling, general and administrative expense incurred by EQT for the benefit of EQM. The omnibusagreement also provides for certain indemnification and reimbursement obligations between EQT and EQM.Operation and Management Services Agreement. EQM had an operation and management services agreement with EQT Gathering, LLC (EQTGathering), an indirect wholly owned subsidiary of EQT, pursuant to which EQT Gathering provided EQM's pipelines and storage facilities with certainoperational and management services. EQM reimbursed EQT Gathering for such services pursuant to the terms of its omnibus agreement with EQT. Theoperation and management services agreement was replaced in its entirety by a secondment agreement with EQT (the Secondment Agreement).Secondment Agreement. On December 7, 2017, EQT, EQT Gathering, Equitrans, L.P. (Equitrans), EQM and the EQM General Partner entered into theSecondment Agreement, pursuant to which available employees of EQT and its affiliates may be seconded to EQM and its subsidiaries to provide operatingand other services with respect to EQM's business under the direction, supervision and control of EQM or its subsidiaries. EQM reimburses EQT and itsaffiliates for the services provided by the seconded employees pursuant to the Secondment Agreement.The following table summarizes the amounts and categories of expenses for which EQM was obligated to reimburse EQT pursuant to the omnibusagreement and the Secondment Agreement, as applicable, and the amounts and categories of obligations for which EQT was obligated to indemnify and/orreimburse EQM pursuant to the omnibus agreement for the years ended December 31, 2017, 2016 and 2015.76Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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, 2017 2016 2015 (Thousands)Reimbursements to EQT Operating and maintenance expense (a)$39,957 $33,526 $31,310Selling, general and administrative expense (a)$67,424 $63,255 $46,149 Reimbursements from EQT (b) Plugging and abandonment$4 $195 $26Bare steel replacement15,704 — 6,268Other capital reimbursements$— $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 and NWV Gathering Acquisition as these amounts do not represent reimbursements pursuant to theomnibus agreement.(b)These reimbursements were recorded as capital contributions from EQT.Summary of Related Party Transactions. The following table summarizes related party transactions for the years ended December 31, 2017, 2016and 2015. Years Ended December 31, 2017 2016 2015 (Thousands)Operating revenues$605,099 $551,353 $462,371Operating and maintenance expense (a)39,957 34,179 33,452Selling, general and administrative expense (a)67,424 67,345 55,092Other income (b)22,171 18,191 2,367Interest income on Preferred Interest (see Note 2)6,818 1,740 —Principal payments received on Preferred Interest (see Note 2)4,166 1,024 —Distributions to EQM General Partner (c)235,167 169,438 109,194Capital contributions from EQT15,463 602 7,492Net contributions from/(distributions to) EQT$— $20,234 $(15,179)(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 and NWV Gathering Acquisition as they represent the total amounts allocated to EQM by EQT for the periodspresented.(b)For the year ended December 31, 2017, other income included equity income from the MVP Joint Venture of $22.2 million. For the year endedDecember 31, 2016, other income included distributions received from EES of $8.3 million and equity income from the MVP Joint Venture of$9.9 million. For the year ended December 31, 2015, other income included equity income from the MVP Joint Venture of $2.4 million. SeeNote 6.(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, 2017, total distributions to the EQM General Partnerincluded the cash distribution declared on January 18, 2018 related to the fourth quarter 2017 of $1.025 per common unit and the amountsrelated to its general partner interest and IDRs.77Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 following table summarizes related party balances as of December 31, 2017 and 2016. As of December 31, 2017 2016 (Thousands)Accounts receivable – affiliate$103,304 $81,358Due to related party31,673 19,027Investment in unconsolidated entity460,546 184,562Preferred Interest in EES (see Note 1)$119,127 $123,293See also Note 2, Note 3, Note 6, Note 7, Note 8, Note 9, Note 12 and Note 14 for further discussion of related party transactions.6. Investment in Unconsolidated EntityOn 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, 2017, EQM owned a 45.5% interest in the MVP Joint Venture.The MVP Joint Venture has been determined to be a variable interest entity because it has insufficient equity to finance its activities during 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.In December 2017, the MVP Joint Venture issued a capital call notice to MVP Holdco for $105.7 million, of which $27.2 million was paid inJanuary 2018 and the remaining $78.5 million is expected to be paid in February 2018. The capital contribution payable has been reflected on theconsolidated balance sheet as of December 31, 2017 with a corresponding increase to EQM's investment in the MVP Joint Venture.Equity income related to EQM's portion of the MVP Joint Venture's AFUDC on construction of the MVP is reported in other income in thestatements of consolidated operations and was $22.2 million, $9.9 million and $2.4 million for the years ended December 31, 2017, 2016 and 2015,respectively.As of December 31, 2017, 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.As of December 31, 2017, EQM's maximum financial statement exposure related to the MVP Joint Venture was approximately $552 million, whichconsists of the investment in unconsolidated entity balance on the consolidated balance sheet as of December 31, 2017 and amounts which could havebecome due under EQM's performance guarantee as of that date.78Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 following tables summarize the audited financial statements for the investment in unconsolidated entity accounted for under the equity methodof accounting.Consolidated Balance Sheets As of December 31, 2017 2016 (Thousands)Current assets$330,271 $53,959Noncurrent assets747,728 361,820Total assets$1,077,999 $415,779 Current liabilities$65,811 $10,149Equity1,012,188 405,630Total liabilities and equity$1,077,999 $415,779Statements of Consolidated Operations Years Ended December 31, 2017 2016 2015 (Thousands)AFUDC - equity$32,054 $16,315 $3,576Net interest income16,674 5,206 1,143Net income$48,728 $21,521 $4,7197. 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 (providedthat the EQM General Partner may not establish cash reserves for distributions if the effect of the establishment of such reserves will preventEQM 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 IDRs are held by the EQM General Partner. IDRs represent the right to receive an increasing percentage (13.0%, 23.0% and 48.0%) of quarterlydistributions of available cash from operating surplus after the minimum quarterly distribution and the target distribution levels described below have beenachieved. The EQM General Partner may transfer the IDRs separately from its general partner interest, subject to restrictions in EQM's partnership agreement. The following discussion assumes that the EQM General Partner continues to own both its 1.8% general partner interest and the IDRs. If for any quarter EQM has distributed available cash from operating surplus to the common unitholders in an amount equal to EQM's 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:79Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 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 18, 2018, the Board of Directors of the EQM General Partner declared a cash distribution to EQM's unitholders for the fourth quarter of2017 of $1.025 per common unit. The cash distribution was paid on February 14, 2018 to unitholders of record at the close of business on February 2, 2018.Cash distributions to EQGP were approximately $22.4 million related to its limited partner interest, $2.2 million related to its general partner interest and$41.1 million related to its IDRs.8. Equity-Based Compensation Plan 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 upon the director's termination of service on the EQM General Partner's Board ofDirectors. 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. Atotal of 21,739 independent director unit-based awards, including accrued distributions, were outstanding as of December 31, 2017. A total of 2,940, 2,610and 2,220 unit-based awards were granted to the independent directors during the years ended December 31, 2017, 2016 and 2015, respectively. Theweighted average fair value of these grants, based on EQM's common unit price on the grant date, was $76.68, $75.46 and $88.00 for the years endedDecember 31, 2017, 2016 and 2015, respectively. EQM recognized equity-based compensation expense of $0.2 million each year during the years endedDecember 31, 2017, 2016 and 2015 related to these grants. In July 2012, the EQM General Partner granted awards representing common units (EQM Total Return Program). The confirmed awards weredistributed in EQM common units during the first quarter of 2016. During the year ended December 31, 2015, EQM recognized equity-based compensationexpense of $0.7 million related to these awards.In the first quarter of 2014, performance units under the 2014 EQM Value Driver Award Program (2014 EQM VDA) were granted to EQT employeeswho provided services to EQM. The first tranche of the confirmed awards were distributed in EQM common units in February 2015 and the remainder of theconfirmed awards were distributed in EQM common units in February 2016. During the year ended December 31, 2015, EQM recognized equity-basedcompensation expense of $0.6 million related to these awards.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.80Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 9. Debt The following table presents EQM's outstanding debt as of December 31, 2017 and 2016. December 31, 2017 December 31, 2016 Principal CarryingValue (a) Fair Value (b) Principal CarryingValue (a) Fair Value (b) (Thousands)$1 Billion Facility $180,000 $180,000 $180,000 $— $— $—364-Day Facility — — — — — —4.00% Senior Notes due 2024 500,000 494,939 504,110 500,000 494,170 493,1254.125% Senior Notes due 2026 500,000 492,413 501,990 500,000 491,562 488,460Total debt $1,180,000 $1,167,352 $1,186,100 $1,000,000 $985,732 $981,585(a)Carrying value of the senior notes represents principal amount less unamortized debt issuance costs and debt discounts.(b)See Note 1 for a discussion of fair value measurements.$1 Billion Facility. In July 2017, EQM amended and restated its credit facility to increase the borrowing capacity under the facility from $750million to $1 billion and extend the term to July 2022. The $1 Billion Facility is available to fund working capital requirements and capital expenditures, topurchase assets, to pay distributions and repurchase units and for general partnership purposes (including purchasing assets from EQT and its subsidiaries andother third parties). Subject to certain terms and conditions, the $1 Billion Facility has an accordion feature that allows EQM to increase the availableborrowings under the facility by up to an additional $500 million. In addition, the $1 Billion Facility includes a sublimit up to $100 million for same-dayswing 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 toit under the $1 Billion Facility subject to the satisfaction of certain conditions, which term loans will be secured by cash and qualifying investment gradesecurities. EQM's obligations under the revolving portion of the $1 Billion Facility are unsecured.EQM is not required to maintain compensating bank balances under the $1 Billion 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 $1 Billion 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 interest rate.During 2017, 2016 and 2015, the maximum amounts of EQM's outstanding borrowings under the credit facility at any time were $260 million, $401million and $404 million, respectively, the average daily balances were approximately $74 million, $77 million and $261 million, respectively, and interestwas incurred at weighted average annual interest rates of 2.8%, 2.0% and 1.7%, respectively. EQM had no letters of credit outstanding under its credit facilityas of December 31, 2017 and 2016. For the years ended December 31, 2017, 2016 and 2015, commitment fees of $1.8 million, $1.6 million and $1.2 million,respectively, were paid to maintain credit availability under the credit facility.EQM's $1 Billion 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 relate to maintenance of a permitted leverage ratio,limitations on transactions with affiliates, limitations on restricted payments, insolvency events, nonpayment of scheduled principal or interest payments,acceleration of and certain other defaults under other financial obligations and change of control provisions. Under the $1 Billion Facility, EQM is requiredto maintain a consolidated leverage ratio of not more than 5.00 to 1.00 (or not more than 5.50 to 1.00 for certain measurement periods following theconsummation of certain acquisitions).364-Day Facility. EQM has a $500 million, 364-day, uncommitted revolving loan agreement with EQT that matures on October 24, 2018 and willautomatically renew for successive 364-day periods unless EQT delivers a non-renewal notice at least 60 days prior to the then current maturity date. EQMmay terminate the 364-Day Facility at any time by repaying in full the unpaid principal amount of all loans together with interest thereon. The 364-DayFacility is available for general partnership purposes and does not contain any covenants other than the obligation to pay accrued interest on outstandingborrowings.81Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 ContentsInterest accrues on outstanding borrowings at an interest rate equal to the rate then applicable to similar loans under the $1 Billion Facility, or a successorrevolving credit facility, less the sum of (i) the then applicable commitment fee under the $1 Billion Facility and (ii) 10 basis points.During the year ended December 31, 2017, the maximum amount of EQM's outstanding borrowings under the 364-Day Facility at any time was$100 million, the average daily balance was approximately $23 million and interest was incurred at a weighted average annual interest rate of 2.2%. Therewere no amounts outstanding at any time under the 364-Day Facility in 2016.4.125% 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 were used to repay the outstanding borrowings under the $1 Billion Facility at that time and for generalpartnership purposes.EQM's senior notes contain covenants that limit EQM's ability to, among other things, incur certain liens securing indebtedness, engage in certainsale and leaseback transactions, and enter into certain consolidations, mergers, conveyances, transfers or leases of all or substantially all of EQM's assets.As of December 31, 2017, EQM was in compliance with all debt provisions and covenants.10. 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, 2017 2016 (Thousands)Regulatory assets: Deferred taxes (a)$13,076 $13,901Other recoverable costs (b)4,754 5,013Total regulatory assets$17,830 $18,914 Regulatory liabilities: Deferred taxes (a)$10,488 $—On-going post-retirement benefits other than pensions (c)7,724 6,744Other reimbursable costs860 715Total regulatory liabilities$19,072 $7,459(a)The regulatory asset for deferred taxes primarily related to deferred income taxes recoverable through future rates on a historical deferred taxposition and the equity component of AFUDC. The regulatory liability for deferred taxes relates to a revaluation of the historical differencebetween the regulatory and tax bases of regulated property, plant and equipment. EQM expects to recover the amortization of the deferred taxpositions ratably over the corresponding life of the underlying assets that created the differences. Taxes on the equity component of AFUDCand the offsetting deferred income taxes will be collected through rates over the depreciable lives of the long-lived assets to which they relate.(b)Regulatory assets associated with other recoverable costs primarily related to the costs associated with the pension termination discussed inNote 14.(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. 82Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 Contents11. 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 and NWV Gathering Acquisition were transactions between entities under common control forwhich the consolidated financial statements of EQM have been retrospectively recast to reflect the combined entities. Accordingly, the income tax effectsassociated with these operations prior to acquisition are reflected in the consolidated financial statements as they were previously part of EQT's consolidatedfederal tax return. EQT's consolidated federal income tax was allocated among the group's members on a separate return basis with tax credits allocated to themembers generating the credits. During the years ended December 31, 2016 and 2015, net current and deferred income tax liabilities of approximately $94.0million and $84.4 million, respectively, were eliminated through equity related to AVC, Rager, the Gathering Assets and NWV Gathering. The components of income tax expense (benefit) for the years ended December 31, 2016 and 2015 are as follows:Years Ended December 31,2016 2015(Thousands)Current: Federal$886 $12,960State487 985Subtotal1,373 13,945Deferred: Federal8,302 (30,931)State472 245Subtotal8,774 (30,686)Total$10,147 $(16,741) 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(Thousands)Tax at statutory rate$191,835 $153,435Partnership income not subject to income taxes(182,455) (135,324)State income taxes623 800Regulatory assets132 (35,685)Other12 33Income tax expense (benefit)$10,147 $(16,741) Effective tax rate1.9% (3.8)% 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 and NWV Gathering in 2015.EQM's historical uncertain tax positions related to the October 2016 Acquisition and NWV Gathering Acquisition were immaterial. EQT hasindemnified EQM from and against any losses suffered or incurred by EQM and related to or arising out of or in connection with any federal, state or localincome tax liabilities attributable to the ownership or operation of EQM's83Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 Contentsassets prior to the acquisition of such assets from EQT. Therefore, EQM does not anticipate any future liabilities arising from the historical deferred taxliabilities.12. Concentrations of Credit Risk For the years ended December 31, 2017, 2016 and 2015, EQT accounted for approximately 73%, 75% and 73%, respectively, of EQM's totalrevenues. Additionally, for the years ended December 31, 2017, 2016 and 2015, PNG Companies, LLC and its affiliates accounted for approximately 12%,12% and 14% of EQM's total revenues, respectively, all of which was included in the transmission segment. Approximately 40% and 47% of third party accounts receivable balances of $28.8 million and $20.7 million as of December 31, 2017 and 2016,respectively, represent amounts due from marketers. EQM manages the credit risk of sales to marketers by limiting EQM's dealings to those marketers meetingspecified criteria for credit and liquidity strength and by actively monitoring these accounts. EQM may request a letter of credit, guarantee, performance bondor other credit enhancement from a marketer in order for that marketer to meet EQM's credit criteria. EQM did not experience any significant defaults onaccounts receivable during the years ended December 31, 2017, 2016 and 2015. 13. 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.Ongoing 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.14. 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 any obligations for employee-related benefits in itsfinancial statements.EQT terminated the EQT Corporation Retirement Plan for Employees (the Retirement Plan), a defined benefit pension plan, effective December 31,2014. On March 2, 2016, the IRS issued a favorable determination letter for the termination of the Retirement Plan. On June 28, 2016, EQT purchasedannuities from and transferred the Retirement Plan assets and liabilities to American General Life Insurance Company. In the third quarter of 2016, EQMreimbursed EQT approximately $5.2 million for its proportionate share of such funding related to retirees of Equitrans. The settlement charge is expected tobe recoverable in FERC approved rates and thus was recorded as a regulatory asset that will be amortized for rate recovery purposes over a period of 16 years.Equitrans' retirees participated in the Retirement Plan prior to its termination. Excluding the pension termination settlement payments describedabove, for the years ended December 31, 2016 and 2015, EQM reimbursed EQT approximately $1.9 million and $0.4 million, respectively, for the funding ofthe Retirement Plan and was allocated expenses associated with the Retirement Plan of $0.1 million and $0.5 million, respectively.84Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 contributes to a defined contribution plan sponsored by EQT. The contribution amount is a percentage of allocated base salary. In 2017, 2016and 2015, 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, 2017, 2016 and 2015 for ongoing post-retirement benefits other than pensions were approximately$1.2 million each year. 15. Interim Financial Information (Unaudited) The following quarterly summary of operating results for the years ended December 31, 2017 and 2016 reflects variations due to the seasonal natureof the transmission and storage business. Three Months Ended March 31 June 30 September 30 December 31 (Thousands, except per unit amounts)2017 Operating revenues $203,426 $198,966 $207,193 $224,511Operating income 145,113 141,092 145,506 148,997Net income $143,196 $139,139 $142,938 $146,631Net income per limited partner unit: (a) Basic and diluted $1.36 $1.27 $1.28 $1.282016 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 and diluted $1.39 $1.27 $1.23 $1.31(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. 85Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 2017 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, 2017.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, 2017. 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.86Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 15, 2018 are as follows:Name Age Position with EQT Midstream Services, LLCJ.J. Ashcroft III 45 Director, Senior Vice President and Chief Operating OfficerJ.M. Bott 55 DirectorM.A. Bryson 71 DirectorL.B. Gardner 60 DirectorR.J. McNally 47 Director, Senior Vice President and Chief Financial OfficerD.L. Porges 60 ChairmanS.T. Schlotterbeck 52 Director, President and Chief Executive OfficerJ.S. Smith 45 Chief Accounting OfficerL.E. Washington 50 DirectorMr. Ashcroft was appointed as a director and as Senior Vice President and Chief Operating Officer of the EQM General Partner in August 2017. Mr.Ashcroft has also served as Senior Vice President, EQT Corporation and President, Midstream since August 2017 and as Senior Vice President and ChiefOperating Officer of Rice Midstream Management LLC (the RMP General Partner), the general partner of Rice Midstream Partners LP (RMP), since November2017. Prior to joining EQT, Mr. Ashcroft was most recently the Chief Executive Officer of Gulf Oil LP (a distributor of fuel products and lubricants) fromSeptember 2015 to June 2017; the Chief Operating Officer of JP Energy Partners, LP (an operator of a diversified portfolio of midstream assets includingcrude oil pipelines and storage, refined product terminals and storage, and natural gas liquids (NGLs) distribution and sales capabilities) from May 2014 toAugust 2015; and President of Buckeye Partners, LP's (a provider of midstream logistics solutions, primarily consisting of the transport, storage, processingand marketing of liquid petroleum products) Natural Gas Storage, Development & Logistics and Energy Services business units from January 2012 toMay 2014. Mr. Ashcroft has also served as a director of the RMP General Partner since November 2017.87Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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. Ashcroft brings extensive midstream energy industry senior management and operational experience to the Board, having served as ChiefExecutive Officer and in other senior management roles with each of Gulf Oil LP, JP Energy Partners, LP and Buckeye Partners, LP. Following a distinguishedmilitary career with the United States Marine Corps, Mr. Ashcroft began his midstream energy industry career with Colonial Pipeline Company, L.P. Mr.Ashcroft's experiences enable him to provide valuable insight to the Board with respect midstream company operations and strategy and businessmanagement issues.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.Mr. 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. Gardner was appointed as a director of the EQM General Partner in January 2012. Mr. Gardner has also served as a director of the EQGP GeneralPartner and the RMP General Partner since January 2015 and November 2017, respectively. Mr. Gardner is currently the General Counsel and Vice President,External Affairs of EQT and has held such position since April 2008. 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 has also served as a director and as Senior Vice President and Chief Financial Officer of the RMPGeneral Partner since November 2017. 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.Mr. 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.88Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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. Porges has served as Chairman of the Board of the EQM General Partner since January 2012 and served as President and Chief Executive Officerof the EQM General Partner from January 2012 through February 2017. Mr. Porges currently serves as the Executive Chairman of EQT and has held suchposition since March 2017. Mr. Porges was Chairman and Chief Executive Officer of EQT from December 2015 through February 2017, and was Chairman,President and Chief Executive Officer of EQT from May 2011 to December 2015. Mr. Porges has also served as Chairman of the Boards of Directors of theEQGP General Partner and the RMP General Partner since January 2015 and November 2017, respectively. Mr. Porges served as President and ChiefExecutive Officer of the EQGP General Partner from January 2015 through February 2017. As previously disclosed in EQT’s Form 8-K filed with the SEC onJanuary 18, 2018, Mr. Porges intends to retire from his position as Executive Chairman of EQT on February 28, 2018. Following that time, he will continueto serve as a non-executive Chairman of EQT’s board of directors.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 has served as President and Chief Executive Officer of EQT, the EQM General Partner and the EQGP General Partner since March2017 and as President and Chief Executive Officer of the RMP General Partner since November 2017. Mr. Schlotterbeck was appointed as a director of theEQM General Partner in January 2017. Prior to being elected as Chief Executive Officer of EQT, Mr. Schlotterbeck served as President, EQT Corporation andPresident, Exploration and Production from December 2015 to February 2017; Executive Vice President, EQT Corporation and President, Exploration andProduction from December 2013 to December 2015; and Senior Vice President, EQT Corporation and President, Exploration and Production from April 2010to December 2013. Mr. Schlotterbeck has also served as a director of EQT since January 2017, a director of the EQGP General Partner since January 2015 anda director of the RMP General Partner since November 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 29 years. Mr. Schlotterbeck led EQT's production business from2008 until his promotion to Chief Executive Officer. In his role, Mr. Schlotterbeck was responsible for, among other things, executing EQT's natural gasproduction growth strategy. Mr. Schlotterbeck's extensive industry knowledge and senior management experience enables him to bring valuable perspectivesregarding the natural gas industry and business management 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 and as the Chief Accounting Officer of the RMP General Partner sinceNovember 2017. Ms. Smith served as Vice President and Controller of EQT's midstream and commercial businesses from March 2013 to September 2016; andas Vice President and Controller of EQT's midstream business from January 2013 to March 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. Meetings 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,89Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 Contentsserves 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 (Chair) 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 SEC's regulations. This designation is adisclosure requirement of the SEC related to each Audit Committee member's experience and understanding with respect to certain accounting and auditingmatters. The designation does not impose upon the Audit Committee members any duties, obligations or liabilities that are greater than those generallyimposed on them as members of the Audit Committee and the Board. As audit committee financial experts, each member of the Audit Committee also has theaccounting 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 (Chair) 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.Governance 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 1700,90Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 ContentsPittsburgh, Pennsylvania 15222, Attn: Corporate Secretary. EQM intends to satisfy the disclosure requirement regarding certain amendments to, or waiversfrom, 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. As apractical 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 theexecutive officers and directors of the EQM General Partner and persons who beneficially own more than 10% of EQM's common units that were required tobe filed under Section 16(a) of the Exchange Act in 2017 were filed on a timely basis.Item 11. Executive Compensation Definitions of terms that are used, but not defined, in the Compensation Discussion and Analysis (CD&A) below can be found in the "NarrativeDisclosure to Summary Compensation Table and 2017 Grants of Plan-Based Awards Table." The "Narrative Disclosure to Summary Compensation Table and2017 Grants of Plan-Based Awards Table" and the CD&A below contain references to EQT’s adjusted earnings before interest, taxes, depreciation andamortization, or "EBITDA", a financial measure that has not been calculated in accordance with generally accepted accounting principles (GAAP), which isalso referred to as a non-GAAP supplemental financial measure. Please see Exhibit 99.3 to this Annual Report on Form 10-K for a reconciliation of EQT's2017 adjusted EBITDA to EQT’s net income, the most directly comparable GAAP financial measure, as well as other important disclosures regarding non-GAAP financial measures.COMPENSATION DISCUSSION AND ANALYSIS 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 salaries, long- and short-term incentives and related benefits and expenses for the employees of EQT who provideservices to EQM pursuant to the terms of EQM’s omnibus agreement. Please read Item 13, "Certain Relationships and Related Transactions, and DirectorIndependence - Agreements with EQT - Omnibus Agreement."The officers of the EQM General Partner discussed below as our named executive officers for 2017 are:•Steven T. Schlotterbeck, President and Chief Executive Officer;•Robert J. McNally, Senior Vice President and Chief Financial Officer;•Jeremiah J. Ashcroft, III, Senior Vice President and Chief Operating Officer;•Jimmi Sue Smith, Chief Accounting Officer;•David L. Porges, Chairman and former President and Chief Executive Officer;•Randall L. Crawford, former Executive Vice President and Chief Operating Officer; and•M. Elise Hyland, former Senior Vice President and Chief Operating Officer.These individuals constitute all individuals who were executive officers of the EQM General Partner during 2017.Consistent with a transition plan relating to the retirement of Mr. Porges as Chief Executive Officer announced in October 2016 by EQT Corporationand the EQM General Partner, Mr. Schlotterbeck became the Chief Executive Officer of the EQM General Partner in March 2017. Upon becoming ChiefExecutive Officer, Mr. Schlotterbeck announced that Ms. Hyland (previously Executive Vice President, Midstream Operations and Engineering, EQTGathering, LLC since September 2013) would defer a planned retirement to serve as the President of EQT’s midstream business unit (which includes EQM)and as Senior Vice President and Chief Operating Officer of the EQM General Partner pending the identification of a successor to Mr. Crawford. Mr. Crawfordstepped down from his roles with EQT and the EQM General Partner in early 2017, exercising the “good reason” termination provisions of hisconfidentiality, non-solicitation and non-competition agreement with EQT. Mr. Ashcroft, the current President of EQT’s midstream business unit, was hiredby EQT in August 2017. Ms. Hyland then transitioned to the role of Senior Vice President, Special Projects of EQT and is expected to retire in March 2018.91Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 executive officers of our general partner are (or were) also executive officers of EQT. Messrs. Schlotterbeck, McNally, and Porges and Ms. Smithare (or were) also executive officers of the EQGP General Partner, and Messrs. Schlotterbeck and McNally and Ms. Smith are also executive officers of theRMP 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 has any policies or programs relating to compensation, and neither EQM nor the EQMGeneral Partner make decisions relating to compensation, though from time to time the Board of Directors of the EQM General Partner may be asked toapprove awards granted under the EQT Midstream Services, LLC 2012 Long-Term Incentive Plan. We expect any such future awards to be previouslyapproved by the EQT MDC Committee as part of the executive’s total EQT compensation. None of the executive officers of the EQM General Partner haveemployment agreements with the EQM General Partner or EQM or are otherwise specifically compensated for their service as an executive officer of the EQMGeneral Partner.A discussion of EQT’s compensation policies and programs as they apply (or applied) to EQT’s named executive officers, including Messrs.Schlotterbeck, McNally, Ashcroft, Porges, and Crawford and Ms. Hyland will be set forth in EQT’s proxy statement for its 2018 Annual Shareholder Meetingor in an amendment to EQT’s Annual Report on Form 10-K for the year ended December 31, 2017 (in either case, EQT’s Disclosure Document). Except asdescribed in this CD&A, those same policies and programs also apply to Ms. Smith.EQT’s Disclosure Document will also contain a discussion of the 2017 and 2018 compensation of Messrs. Schlotterbeck, McNally, Ashcroft, Porges,and Crawford and Ms. Hyland. A discussion of the 2017 and 2018 compensation for Ms. Smith is set forth below and was provided by EQT.EQT’s Disclosure Document will be available upon its filing (expected not later than April 30, 2018) on the SEC’s website at www.sec.gov and onEQT’s website at www.eqt.com by clicking on the “Investors” link on the main page followed by the “SEC Filings” link. EQT’s Disclosure Document willalso be available free of charge upon request by a unitholder to the Corporate Secretary of the EQM General Partner by mail or courier service c/o EQTMidstream Services, LLC, 625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania 15222, Attn: Corporate Secretary.Components Of The EQT Compensation ProgramThe following describes each element of EQT’s executive compensation arrangements with Ms. Smith. Such compensation arrangements include:base salary, annual incentives, long-term incentives, health and welfare benefits, retirement programs, perquisites, and a non-compete agreement.As will be described in more detail in EQT’s Disclosure Document, the EQT MDC Committee uses peer groups:•to help establish base salary and target annual and long-term incentives;•to ensure that the total direct compensation (base salary and target annual and long-term incentives) is competitive; and•in measuring relative company performance for some of EQT’s long-term incentive programs.For establishing the compensation of Ms. Smith the EQT MDC Committee utilized a general industry peer group of companies, consisting ofcompanies with revenues of $1 billion to $3 billion for Ms. Smith’s 2017 compensation and revenues of $3 billion to $6 billion for Ms. Smith’s 2018compensation. The general industry peer companies for 2017 and 2018 are set forth on Exhibits 99.1 and 99.2 to this Form 10-K. References in this CD&A tothe "market" (as in compensation was above, below or approximated the "market" median) refer to the general industry peer group for the applicable year.Separate energy industry peer groups are used to measure relative company performance for some of EQT’s long-term incentive programs. The energy-industry peer companies for EQT’s 2017 and 2018 compensation programs will be set forth in EQT’s Disclosure Document.Base SalaryMs. Smith’s base salary was increased to $242,250 when she assumed her position in September 2016. Her base salary remained the same throughout2017, slightly below the market median for her position in light of her relative level of experience. Consistent with the treatment of EQT’s other executiveofficers, Ms. Smith’s base salary for 2018 was increased by 5% over her 2017 base salary.92Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 ContentsAnnual IncentiveFor the 2017 plan year, Ms. Smith participated in EQT’s Executive Short-Term Incentive Plan (the EQT Executive STIP), which will be described inEQT’s Disclosure Document. Ms. Smith’s target award under the EQT Executive STIP was $102,360, reflecting the market median for her position. Basedupon EQT’s level of achievement with respect to the approved performance metric and Ms. Smith’s incentive target and performance on EQT, business unitand individual value drivers, the EQT MDC Committee awarded Ms. Smith $250,000, which represented 244% of her target award. Ms. Smith’s role withEQT is management of the accounting functions. Her bonus recognized her performance on EQT, business unit and individual value drivers in 2017,including:•providing strong oversight for accounting disclosure and control systems as evidenced by the lack of significant internal control or financialreporting deficiencies;•effective implementation of new applicable accounting standards;•overseeing and coordinating public filings for four pubic registrants; and•strategic thinking and financial integration efforts concerning the acquisitions during the year.For the 2018 plan year, Ms. Smith will again participate in the EQT Executive STIP, which will be described in EQT’s Disclosure Document. Ms.Smith’s 2018 target award is $112,000, reflecting the market median.Long-Term Incentives2017 Long-Term Incentive Awards (EQT 2017 Restricted Share Units, EQT 2017 Incentive PSU Program, and EQT 2017 Value Driver PSU Program)The EQT MDC Committee typically contemplates differing sets for awards for differing levels of employees, completing the long-term incentiveprogram design in late fall of the preceding year and approving awards in December with a January 1 grant date. Following analysis of EQT’s long-term incentive programs, and with input from its independent compensation consultant, the 2017 long-termincentive program designed by the EQT MDC Committee for Ms. Smith was as follows:TYPE OF AWARDPERCENT OF AWARDEDVALUERATIONALEEQT 2017 Restricted Share UnitAwards25%EQT 2017 restricted share unit awards are a strong retention tool for executives that alsoalign their interests with the long-term interests of shareholders, though such awards containless leverage than options and performance units.EQT 2017 Incentive PSUProgram25%EQT 2017 Incentive PSU Program performance units drive long-term value directly relatedto EQT share performance but allow for the delivery of some value to the holder, assumingrelative performance, even if EQT’s share price declines. The EQT MDC Committeebelieves that performance units have stronger retention value than options but less leveragein a rising share price environment. The performance metrics for this program are totalshareholder return relative to the 2017 industry peer group of companies and absolutenatural gas sales volume growth, in each case over the three year performance period.EQT 2017 Value Driver PSUProgram50%EQT 2017 Value Driver PSU Program performance units drive the focus of the executive onactivities aligned with EQT’s business plan and on EQT, business unit, and individualvalue drivers, which activities are critical to EQT’s long-term success. The performancemetric for this program is adjusted 2017 EQT EBITDA compared to business plan.The long-term incentive program identified above, as well as the allocation of value among the awards, will be described more fully in EQT’sDisclosure Document.The aggregate value of the long-term incentive awards to Ms. Smith approximated the 70th percentile of the market. In making this award, the EQTMDC Committee considered the scope of Ms. Smith’s responsibilities and the recommendations of EQT’s then-Chief Executive Officer. 93Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 ContentsBased upon EQT’s achievement of the approved performance metric under the 2017 Value Driver PSU Program and, consistent with program design,consideration of Ms. Smith’s target award and her performance on EQT, business unit, and individual value drivers (see discussion above under “ComponentsOf The Compensation Program - Annual Incentive” for a discussion of such performance), the EQT MDC Committee confirmed awards equal to 1.68x Ms.Smith’s target award. Adjusted 2017 EQT EBITDA along with a reconciliation thereof to EQT’s net income, the most directly comparable GAAP financialmeasure, as well as other important disclosures regarding non-GAAP financial measures, are set forth Exhibit 99.3 to this Annual Report on Form 10-K. Following confirmation of the awards by the EQT MDC Committee, the number of 2017 Value Driver PSU Program units became fixed, 50% of theconfirmed awards (including accrued dividends) are expected to vest and be settled in cash in the first quarter of 2018, and the balance (including accrueddividends) is expected to vest and be settled in the same manner in the first quarter of 2019, contingent upon continued service with EQT.2018 Long-Term Incentive Awards (EQT 2018 Stock Options, EQT 2018 Restricted Shares, and EQT 2018 Incentive PSU Program)As mentioned above, the EQT MDC Committee typically completes the long-term incentive design in late fall of the preceding year and approvesawards in December with a January 1 grant date.Following analysis of EQT’s long-term incentive programs, and with input from its independent compensation consultant, the 2018 long-termincentive program designed by the EQT MDC Committee for Ms. Smith was as follows:TYPE OF AWARDPERCENT OF AWARDEDVALUERATIONALEEQT 2018 Stock Options25%EQT 2018 stock options encourage executives to focus broadly on behaviors that the EQTMDC Committee believes should lead to a sustained long-term increase in the price of EQTshares, which benefits EQT shareholders.EQT 2018 Restricted ShareAwards25%EQT 2018 restricted share awards are a strong retention tool for executives that also aligntheir interests with the long-term interests of shareholders, though such awards contain lessleverage than options and performance units. The EQT MDC Committee retained thiselement in the long-term incentive program design for 2018 after considering market datashowing continued prevalence of restricted shares as a retention tool used by manymembers of the 2017 industry peer group.EQT 2018 Incentive PSUProgram50%EQT 2018 Incentive PSU Program performance units drive long-term value directly relatedto EQT production efficiency by using operating efficiency, development efficiency, andreturn on capital employed, as well as total shareholder return relative to the 2018 industrypeer group of companies, as performance metrics. This reflects a significant change fromprior years where the comparable performance program focused on relative totalshareholder return performance and absolute natural gas sales volume growth. The EQTMDC Committee believes that performance units have stronger retention value thanoptions but less leverage in a rising stock price environment. If earned, the awards to EQTexecutive officers are expected to vest and be settled in EQT common stock.The 2018 long-term incentive program identified above, as well as the allocation of value among the awards, will be more fully described in EQT’sDisclosure Document.The EQT MDC Committee’s determination of the value of the 2018 long-term incentive awards for EQT’s executive officers generally involvedidentifying the target total direct compensation (base salary plus target annual incentive plus target long-term incentive) value equal to 90% of the marketmedian value and reducing such amount by the executive’s 2018 base salary (a 5% increase from 2017 base salaries) and a 2018 market median target annualincentive award. In making the award to Ms. Smith, however, the EQT MDC Committee also considered the scope of Ms. Smith’s responsibilities and therecommendations of EQT’s Chief Executive Officer, resulting in Ms. Smith receiving a 2018 long-term incentive award that approximated the 75th percentileof the market. Ms. Smith was awarded 6,800 EQT options, 2,030 EQT restricted shares and 4,060 target units under the 2018 Incentive PSU Program.94Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 ContentsCertification of Performance Under Previously Awarded Long-Term Incentive ProgramsIn early 2017, the EQT MDC Committee certified the relevant performance and authorized payout for the 2014 Incentive PSU Program and the 2016Value Driver PSU Program. In early 2018, the Compensation Committee certified the relevant performance and authorized payout for the 2015 Incentive PSUProgram (after excluding production from Rice wells producing as of the transaction closing date) and the 2017 Value Driver PSU Program (which by itsterms excludes the impact of acquisitions of greater than $100 million).Other BenefitsMs. Smith participates in the same health and welfare benefit plans offered to other EQT employees, including medical, prescription drug, dental,vision, short- and long-term disability, wellness and employee assistance programs. The same contribution amounts, deductibles and plan design provisionsare generally applicable to all employees.Ms. Smith participates in the same defined contribution 401(k) plan as other EQT employees. EQT has historically contributed an amount equal to6% of each participant’s base salary to an individual investment account for the employee, subject to applicable tax regulations. In addition, EQT matches aparticipant’s elective contribution by contributing to the participant’s individual investment account an amount equal to 50% of each dollar contributed bythe employee, subject to a maximum EQT contribution of 3% of the employee’s base salary and to applicable tax regulations.Ms. Smith receives the following perquisites: executive physical (including preferred access to healthcare professionals and related services),financial planning, life insurance and accidental death and disability insurance (both of which exceed the level of insurance provided to other employees), deminimis personal usage of EQT purchased event tickets, and parking.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. Schlotterbeck, McNally, Ashcroft, Porges,and Crawford and Ms. Hyland will be described in detail in EQT’s Disclosure Document. The agreements with Ms. Smith is described below under thecaption “Potential Payments Upon 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, EQGP and RMP) for a specified period of time and to maintain the confidentiality of EQT (includingEQM, EQGP and RMP) information. The EQT MDC Committee believes that these covenants are extremely valuable to EQT (including EQM, EQGP andRMP).Other InformationCompensation packages for EQT executives are generally weighted in favor of performance-based, at-risk compensation through annual and long-term performance-based incentive pay. The charts below reflect the fixed, at-risk and performance components of the 2017 compensation for the continuingnamed executive officers (Messrs. Schlotterbeck, McNally and Ashcroft and Ms. Smith): PERCENTAGE OF TOTAL DIRECT COMPENSATION FOR 2017EXECUTIVE OFFICER FIXED (1) AT-RISK (2)S.T. Schlotterbeck 23% 77%R.J. McNally 27% 73%J.J. Ashcroft (3) 99% 1%J.S. Smith 38% 62%(1)This column reflects each of the continuing named executive officer’s base salary earned during 2017 (as shown for 2017 in the "Salary" column ofthe Summary Compensation Table), restricted share and restricted unit awards (a portion of the amount shown for 2017 in the "Stock Awards"column of the Summary Compensation Table) and, in the case of Mr. Ashcroft, his guaranteed bonus (as shown for 2017 in the "Bonus" columns ofthe Summary Compensation Table), as a percentage of the sum of the executive's total direct compensation for 2017 set forth in the SummaryCompensation Table.95Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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(2)This column reflects each continuing named executive officer's non-equity incentive plan compensation and equity compensation for 2017 (asshown for 2017 in the "Non-Equity Incentive Plan Compensation," "Stock Awards" (excluding the restricted share and restricted unit portion of thenamed executive officer's compensation) and "Option Awards" columns of the Summary Compensation Table), as a percentage of the sum of theexecutive's total direct compensation for 2017 set forth in the Summary Compensation Table.(3) Mr. Ashcroft received a restricted stock award and a guaranteed bonus upon his hiring in 2017. Going forward Mr. Ashcroft is expected to participatein the typical performance-based compensation program for executive officers. Consistent with the goal of driving long-term value creation for shareholders, EQT’s equity ownership guidelines require significant equityownership by its named executive officers. The equity holdings of Messrs. Schlotterbeck, McNally, Ashcroft, and Porges and Ms. Hyland as of December 31,2017 relative to their equity ownership guidelines will be set forth in EQT’s Disclosure Document. Upon becoming an EQT executive officer in September2016, Ms. Smith was required maintain qualifying holdings equal to three times her base salary as adjusted from time to time. As of December 31, 2017, Ms.Smith held qualifying holdings equal to 3.4 times her base salary.Qualifying equity holdings include EQT stock and EQM, EQGP, and RMP units owned directly, EQT shares held in EQT’s 401(k) plan, time-basedrestricted stock and units, and performance-based awards for which only a service condition remains but do not include other performance-based awards oroptions. Although mandatory, there is no deadline for achieving the ownership guidelines and executives are not required to purchase EQT stock or EQGP,EQM, or RMP units. The net shares or units acquired through incentive compensation plans (through the exercise of options, the vesting of restricted sharesor similar) must be retained if an executive has not satisfied the executive’s target. An executive’s failure to meet the equity ownership guidelines mayinfluence an executive’s mix of cash and non-cash compensation. 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. PorgesJeremiah J. Ashcroft IIIJulian M. BottMichael A. BrysonLewis B. GardnerRobert J. McNallySteven T. SchlotterbeckLara E. WashingtonCompensation Tables The Summary Compensation Table below reflects the total compensation of the principal executive officer (including David L. Porges who was theprincipal executive officer through February 28, 2017 and Steven T. Schlotterbeck who was the principal executive officer for the balance of the year), theprincipal financial officer, the two other executive officers of the EQM General Partner who were serving as executive officers at the end of 2017, Randall L.Crawford who was Executive Vice President and Chief Operating Officer until February 28, 2017, and M. Elise Hyland who was Senior Vice President andChief Operating Officer from February 28, 2017 through August 7, 2017 (the named executive officers) for services rendered to all EQT-related entities,including EQM, the EQM General Partner, EQGP, the EQGP General Partner, RMP, the RMP General Partner and EQT, as applicable. The compensationinformation set forth in this Item 11, "Executive Compensation," was provided by EQT.96Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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)($) (6)($)S.T. SchlotterbeckPresident and ChiefExecutive Officer2017703,945—4,208,6701,042,9442,000,000250,9268,206,485 R.J. McNally Senior VicePresident and ChiefFinancial Officer2017466,238—2,072,314511,108725,000223,1573,997,8172016323,550500,0003,008,725692,265660,00053,8375,238,377 J.J. Ashcroft IIISenior Vice President andChief Operating Officer2017194,202500,0002,150,498——49,2222,893,922 J.S. Smith Chief Accounting Officer2017242,249—403,698—250,00028,594924,5412016214,298—299,280—230,00029,969773,547 D.L. PorgesFormer President and ChiefExecutive Officer2017850,000500,000———402,0831,752,0832016850,000—4,926,4681,133,1182,500,000369,0629,778,6482015850,0001,000,0006,690,0251,072,6102,100,000393,61312,106,248R.L. Crawford FormerExecutive Vice President andChief Operating Officer201793,146————3,615,2803,708,4262016463,501—1,524,254350,658940,000217,0213,495,4342015460,905500,0002,936,499471,630900,000200,4575,469,491M.E. HylandFormer Senior VicePresident and ChiefOperating Officer2017430,908—1,833,664319,140545,700132,2913,261,703 (1)Each named executive officer's annual base salary is paid over 26 equal pay periods each year. (2)The amounts for 2017 in this column reflect Messrs. Ashcroft and Porges’ bonuses for 2017. See "Ashcroft and Porges Bonuses" under the caption "Narrative Disclosure toSummary Compensation Table and 2017 Grants of Plan Based Awards Table" below for further discussion Messrs. Ashcroft and Porges’ bonuses.(3)This column reflects the aggregate grant date fair values determined in accordance with FASB ASC Topic 718 using the assumptions described in Note 18 to EQT'sConsolidated Financial Statements, which is included in EQT's Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on February 15,2018. Pursuant to SEC rules, the amounts shown in the Summary Compensation Table for awards subject to performance conditions are based on the probable outcome as ofthe date of grant and exclude the impact of estimated forfeitures. Assuming, instead, that the highest level of performance conditions would be achieved, the grant date fairvalues of the awards granted in 2017 would have been $5,268,171 for Mr. Schlotterbeck; $2,598,107 for Mr. McNally; $753,174 for Ms. Smith; and $2,601,221 for Ms.Hyland.See "Narrative Disclosure to Summary Compensation Table and 2017 Grants of Plan-Based Awards Table" below for further discussion of the 2017 Incentive PSU Program,the 2017 Value Driver PSU Program, and the 2017 EQT Restricted Share and Unit Awards. (4)This column reflects the grant date fair values of EQT stock option awards granted on January 1, 2015, January 1, 2016, January 1, 2017, and March 1, 2017 calculated usinga Black-Scholes option pricing model using the assumptions described in Note 18 to EQT's Consolidated Financial Statements, which is included in EQT's Annual Report onForm 10-K for the year ended December 31, 2017, filed with the SEC on February 15, 2018.See "Option Awards -EQT 2017 Options" under the caption "Narrative Disclosure to Summary Compensation Table and 2017 Grants of Plan-Based Awards Table" belowfor further discussion of the EQT 2017 options. (5)This column reflects the dollar value of annual incentive compensation earned under the EQT Executive STIP (as defined and described under the caption "NarrativeDisclosure to Summary Compensation Table and 2017 Grants of Plan-Based Awards Table" below) for97Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 ContentsMessrs. Schlotterbeck and McNally and Mses. Smith and Hyland, for the applicable plan year. See "Non-Equity Incentive Plan Compensation - EQT Executive Short TermIncentive Plan (EQT Executive STIP)" under the caption "Narrative Disclosure to Summary Compensation Table and 2017 Grants of Plan-Based Awards Table" below forfurther discussion of the EQT Executive STIP for the 2017 plan 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, perquisites, and in the case of Mr. Crawford, payments required under his transition agreement in connection with histermination of employment for good reason. For 2017, these amounts were as follows: INSURANCE 401(K)CONTRIBUTIONS 2006PAYROLLDEDUCTION ANDCONTRIBUTIONPROGRAM OTHER PERQUISITES(SEE BELOW) TOTALNAME ($) ($) ($) ($) ($) ($)S.T. Schlotterbeck 1,710 24,000 182,055 — 43,161 250,926R.J. McNally 1,083 18,000 90,261 — 113,813 223,157J.J. Ashcroft III 505 18,000 — — 30,717 49,222J.S. Smith 554 18,000 — — 10,040 28,594D.L. Porges 1,938 16,200 327,200 — 56,745 402,083R.L. Crawford 1,058 18,000 103,400 3,465,108 27,714 3,615,280M.E. Hyland 1,026 24,000 60,682 — 46,583 132,291 Once 401(k) contributions for each executive (except Ms. Smith) reach the maximum level permitted under the 401(k) plan, EQT contributions are continued on an after-taxbasis under the 2006 Payroll Deduction and Contribution Program through an annuity program offered by Fidelity Investments Life Insurance Co. Each year, EQT alsocontributes an amount equal to 11% of the annual incentive awards for each executive (except Ms. Smith) to such program (because Mr. Ashcroft did not receive an annualincentive award for 2016, he did not receive the 11% contribution in 2017). Amounts in the perquisite column include the following:•For each executive (except Ms. Smith) an amount intended to cover the annual cost of acquiring, maintaining and insuring a car.•For each executive (except Ms. Smith) the entire cost of country and dining club dues, although EQT believes that only a portion of the cost represents a perquisite. ForMr. McNally this amount includes $69,859 for country club initiation fees and dues.•The actual cost to EQT of providing to each executive financial planning and tax preparation services.•The actual cost to EQT for providing an executive physical benefit, which includes preferred access to healthcare professionals and related services for each namedexecutive officer and, in the case of each executive (except Ms. Smith), their spouses.•For Messers. Schlotterbeck, Ashcroft, Porges, and Crawford, this amount also includes the actual cost to EQT in connection with travel assistance services procuredby EQT for the benefit of the executives and their families.•For Mr. McNally this amount includes the cost of his family accompanying him on a business flight chartered by EQT.•For Mr. Ashcroft this amount includes expenses related to his relocation to Pittsburgh in excess of the amount generally available to employees.The named executive officers may use two tickets purchased by EQT to attend up to four sporting or other events when such tickets are not otherwise being used for businesspurposes. The costs of such tickets used for personal purposes are considered de minimis by EQT and are not included as perquisites in the Summary Compensation Tablebecause there are no incremental costs to EQT associated with such use.98Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 Contents2017 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 OFAWARDGRANTDATEAPPROVALDATETHRESHOLDTARGETMAXIMUMTHRESHOLDTARGETMAXIMUM (1) ($)($) (2)($) (2)(#)(#) (3)(#) (3)(#) (4)(#)($/SH)($)S.T.SchlotterbeckESTIP———850,0005,000,000———————PSU1/1/201712/6/2016————34,410103,230———3,083,136SO1/1/201712/6/2016———————58,20065.401,042,944RS1/1/201712/6/2016——————17,210——1,125,534 R. J. McNallyESTIP———356,2505,000,000———————PSU1/1/201712/6/2016————15,30045,900———1,370,880PSU3/1/20172/7/2017————1,6705,010———149,632SO1/1/201712/6/2016———————25,90065.40464,128SO3/1/20172/7/2017———————2,90059.8946,980RS1/1/201712/6/2016——————7,650——500,310RS3/1/20172/7/2017——————840——51,492 J.J. Ashcroft, IIIRS8/7/20177/28/2017——————34,430——2,150,498 J.S. SmithESTIP———102,3605,000,000———————PSU1/1/201712/6/2016————1,4404,320———121,824RS1/1/201712/6/2016——————1,440——94,176VDA1/1/201712/6/2016————2,8708,610———187,698 M.E. HylandESTIP———337,5005,000,000———————PSU1/1/201712/6/2016————1,6004,800———135,360PSU3/1/20172/7/2017————11,51034,530———1,031,296SO3/1/20172/7/2017———————19,70059.89319,140RS1/1/201712/6/2016——————1,600——104,640RS3/1/20172/7/2017——————5,760——353,088VDA1/1/201712/6/2016————3,2009,600———209,280 (1)Type of Award:PSU = 2017 Incentive PSU Program AwardsESTIP = EQT Executive STIP for the 2017 Plan YearSO = EQT Stock OptionsRS = EQT Restricted Share and Unit AwardsVDA = 2017 Value Driver PSU Program (2)These columns reflect the annual incentive award target and maximum amounts payable under the EQT Executive STIP for the 2017 plan year. Under the EQT Executive STIP,a formula based on adjusted 2017 EQT EBITDA compared to EQT's business plan establishes the maximum payment from which the EQT MDC Committee typically exercisesits discretion downward in determining the actual payment. The payout amounts could range from no payment, to the percentage of base salary identified as the target annualincentive award (target), to $5 million (maximum). See "Non-Equity Incentive Plan Compensation - EQT Executive Short-Term Incentive Plan (EQT Executive STIP)" underthe caption "Narrative Disclosure to Summary Compensation Table and 2017 Grants of Plan-Based Awards Table" below for further discussion of the EQT Executive STIP forthe 2017 plan year.(3)These columns reflect the target and maximum number of units payable under the 2017 Incentive PSU Program and the 2017 Value Driver PSU Program. Under the 2017Incentive PSU Program, the performance measures are EQT's total shareholder return (TSR) over the period January 1, 2017 through December 31, 2019, as ranked among thecomparably measured TSR of an industry peer group, and EQT's compound annual production sales volume growth. The payout amounts for the 2017 Incentive PSU Programcould range from 0% of units granted, to 100% of units granted (target), to 300% of units granted (maximum), dependent upon the satisfaction of the performance measuresover the performance period. Under the 2017 Value Driver PSU Program, the performance metric is adjusted 2017 EQT EBITDA compared to EQT's business plan. The 2017Value Driver PSU Program payout amounts could range from 0% of awards granted, to 100% of awards granted (target), to 300% of awards granted (maximum), dependentupon adjusted 2017 EQT EBITDA compared to EQT's 2017 business plan. See "Stock Awards - EQT 2017 Incentive Performance Share Unit Program (2017 Incentive PSU99Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 ContentsProgram)" and "Stock Awards - EQT 2017 Value Driver Performance Share Unit Award Program (2017 Value Driver PSU Program)" under the caption "NarrativeDisclosure to Summary Compensation Table and 2017 Grants of Plan-Based Awards Table" below for further discussion of the 2017 Incentive PSU Program and the 2017Value Driver PSU Program. (4)This column reflects the number of time-based restricted EQT shares and/or EQT share units granted to the named executive officers. See "Stock Awards - 2017 EQTRestricted Share and Unit Awards" under the caption "Narrative Disclosure to Summary Compensation Table and 2017 Grants of Plan-Based Awards Table" below for furtherdiscussion of the 2017 EQT Restricted Share and Unit Awards.NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND 2017 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 2017 Grants of Plan-Based Awards Table. Such discussion contains statements regarding future EQT performance targets andgoals. These targets and goals are disclosed in the limited context of EQT’s compensation programs, may have been established one or more years ago, andshould not be understood to be statements of EQT’s expectations or estimates of future company results or other guidance. EQM specifically cautionsinvestors not to apply these statements in other contexts. This discussion should be read in conjunction with the Summary Compensation Table and the 2017Grants 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)Messrs. Schlotterbeck and McNally and Mses. Smith and Hyland participated in the EQT Executive STIP. Before or at the start of each year, the EQTMDC Committee establishes the performance measure for determining awards under the EQT Executive STIP. This performance measure establishes themaximum annual incentive award that the EQT MDC Committee may approve as "performance-based compensation" subject to the shareholder approvedindividual limit set forth in the EQT Executive STIP, but does not set an expectation for the amount of annual incentive that will actually be paid. The EQTMDC Committee is permitted to exercise, and has generally exercised, downward discretion in determining the actual payout under the annual incentiveplan. The EQT MDC Committee may not exercise upward discretion. The performance measure approved for the EQT Executive STIP for the 2017 plan yearwas adjusted 2017 EQT EBITDA (a non-GAAP financial measure calculated as set forth in Exhibit 99.3 to this Form 10-K), compared to EQT's 2017 businessplan, as follows:ADJUSTED 2017 EQT EBITDACOMPARED TOBUSINESS PLANPERCENTAGE OF ADJUSTED 2017EQT EBITDA AVAILABLE FOREQT EXECUTIVE OFFICER 2017ANNUAL INCENTIVE AWARDSAt or above plan2%5% below plan1.5%25% below plan1%Greater than 25% below planNo bonus The percentage of adjusted 2017 EQT EBITDA available for eligible executive officer annual incentives was interpolated between levels andcapped at 2%. Actual adjusted 2017 EQT EBITDA of $1,537 million exceeded plan by approximately 0.1%, which allowed the EQT MDC Committee toaward annual incentives to EQT's eight eligible executive officers in an aggregate amount of $30.7 million, subject to a $5 million cap per executive officer.The EQT MDC Committee exercised its discretion to pay each eligible named executive officer a lesser amount based on the individual's 2017 target awardand 2017 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. 100Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 ContentsStock Awards - EQT 2017 Incentive Performance Share Unit Program (2017 Incentive PSU Program)Awards under the 2017 Incentive PSU Program were granted on January 1 and March 1, 2017. The performance measures for the 2017 Incentive PSUProgram are:•EQT's TSR over the period January 1, 2017 through December 31, 2019, as ranked among the comparably measured TSR of an industry peergroup; and•EQT's compound annual production sales volume growth over the performance period.The payout opportunity under the 2017 Incentive PSU Program ranges from no payout to three times the target award. The payout matrix and peergroup for the 2017 Incentive PSU Program will be set forth in EQT's Disclosure Document. If earned, and contingent upon continued service with EQTthrough the payment date, the share units granted on January 1 to Mses. Smith and Hyland are expected to be distributed in cash in an amount equal to thetarget award (including accrued dividends) multiplied by the applicable payout multiple and by the closing price of EQT's common stock on December 31,2019 and the other 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 2017 Value Driver Performance Share Unit Award Program (2017 Value Driver PSU Program)Awards under the 2017 Value Driver PSU Program were granted on January 1, 2017. Mses. Smith and Hyland were the only named executive officersawarded performance awards under the 2017 Value Driver PSU Program. The performance measure for the 2017 Value Driver PSU Program was adjusted 2017EQT EBITDA compared to EQT's 2017 business plan. The payout opportunity under the 2017 Value Driver PSU Program was:•no payout if the adjusted 2017 EQT EBITDA was less than EQT's business plan; or•three times the number of target awards granted if the adjusted 2017 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 2017 EQT EBITDA was $1,537 million, which satisfied the threshold performance goal and allowed the EQT MDC Committee to confirmperformance awards equal to 3.0X each participating named executive officer's target award.Fifty percent of the confirmed performance awards (including accrued dividends) are expected to vest and be distributed in cash in the first quarter of2018, and the remainder is expected to vest and be distributed in cash in the first quarter of 2019, contingent upon continued service with EQT through thepayment date. A reconciliation of adjusted 2017 EQT EBITDA to EQT’s net income, the most directly comparable GAAP financial measure, as well as otherimportant disclosures regarding non-GAAP financial measures are set forth in Exhibit 99.3 to this Form 10-K.Stock Awards - 2017 EQT Restricted Share and Unit AwardsEQT restricted shares were awarded on January 1, 2017 to Messrs. Schlotterbeck and McNally, on March 1, 2017 to Mr. McNally and Ms. Hyland,and on August 7, 2017 to Mr. Ashcroft. EQT restricted share units were awarded on January 1, 2017 to Ms. Smith and Ms. Hyland. The EQT restricted shareand unit awards will vest on the third anniversary of the applicable grant date, contingent upon continued service with EQT through such date. If earned, therestricted shares will be distributed in shares of EQT common stock (including accrued dividends), and the restricted units will be distributed in cash in anamount equal to the awarded units (including accrued dividends) multiplied by the closing price of EQT's common stock on the business day preceding thevesting date for restricted shares and December 31, 2019 for restricted units.101Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 ContentsOption Awards - EQT 2017 OptionsOptions for EQT common stock were awarded to Messrs. Schlotterbeck and McNally on January 1, 2017 with an exercise price of $65.40. Optionsfor EQT common stock were awarded to Mr. McNally and Ms. Hyland on March 1, 2017 with an exercise price of $59.89. The options granted on January 1,2017 expire on January 1, 2027 and vest on January 1, 2020, while the options granted on March 1, 2017 expire on March 1, 2027 and vest on March 1,2020. In all cases, vesting is contingent upon continued service with EQT through the vesting date. Ashcroft and Porges BonusesIn connection with his agreement to become Senior Vice President, EQT and President, Midstream, and also Senior Vice President and ChiefOperating Officer of the EQM General Partner in August 2017, Mr. Ashcroft negotiated a guaranteed bonus for 2017 of $482,740. The EQT MDC Committeegranted Mr. Ashcroft an additional bonus of $17,260 and Mr. Porges a bonus of $500,000 for 2017.Retirement BenefitsThe named executive officers of the EQM General Partner participate in employee benefit plans and arrangements sponsored by EQT. EQT providesfull discussion of its plans and arrangements in its filings with the SEC, including its annual proxy statement relating to the annual meeting of theshareholders of EQT, which filings are available on the SEC's website at www.sec.gov and on EQT's website at www.EQT.com on the "SEC Filings" pageunder the "Investors Relations" tab. The Corporate Secretary of the EQM General Partner will also provide a copy to you free of charge upon request.102Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsOutstanding Equity Awards at Fiscal Year-EndThe following table reflects all outstanding EQT equity awards as of December 31, 2017. The named executive officers had no outstanding EQM,EQGP or RMP equity awards as of December 31, 2017.OPTION AWARDSEQUITY AWARDS NUMBER OFSECURITIESUNDERLYINGUNEXERCISEDOPTIONSEXERCISABLENUMBER OFSECURITIESUNDERLYINGUNEXERCISEDOPTIONSUNEXERCISABLEOPTIONEXERCISEPRICEOPTIONEXPIRATIONDATENUMBER OFSHARES ORUNITS OFSTOCKTHAT HAVENOTVESTEDMARKETVALUE OFSHARES ORUNITS OFSTOCK THATHAVE NOTVESTEDEQUITYINCENTIVEPLANAWARDS:NUMBER OFUNEARNEDSHARES,UNITS OROTHERRIGHTS THATHAVE NOTVESTEDEQUITYINCENTIVEPLAN AWARDS:MARKET ORPAYOUT VALUEOF UNEARNEDSHARES, UNITSOR OTHERRIGHTS THATHAVE NOTVESTED(#)(#) (1)($)(#) (2)($) (3)(#) (4)($) (5)S.T. Schlotterbeck44,800—54.791/1/202217,245981,58574,7184,252,94944,100—58.981/1/2023——130,0057,399,88526,300—89.781/1/2024——103,4405,887,805—28,20075.701/1/2025—————48,40052.131/1/2026—————58,20065.401/1/2027———— R.J. McNally—39,90063.331/1/20267,665436,292106,9416,087,082—25,90065.401/1/202784147,87045,9932,617,922—2,90059.893/1/2027——5,019285,681 J.J. Ashcroft, III————34,4641,961,691—— J.S. Smith————2,506142,6422,082118,507————1,44382,1363,012171,443————1,43381,5664,329246,407——————8,628491,106 D.L. Porges105,800—54.791/1/2022——143,0108,140,12992,400—58.981/1/2023——210,14111,961,22647,600—89.781/1/2024—————53,90075.701/1/2025—————78,20052.131/1/2026———— R.L. Crawford44,800—54.791/1/2022——62,7723,572,98244,100—58.981/1/2023——65,0193,700,88124,600—89.781/1/2024————23,700—75.701/1/2025————24,200—52.131/1/2026———— M.E. Hyland6,100—58.981/1/20231,60391,24314,448822,380—19,70059.893/1/20275,769328,37116,926963,428————8,462481,6574,809273,728——————34,5841,968,521——————9,618547,457 (1)The options reflected in this column are EQT options which vest according to the following schedule: the options expiring in 2025 vested on January 1, 2018, the optionsexpiring on January 1, 2026 will vest on January 1, 2019, the options expiring on January 1, 2027 will vest on January 1, 2020, and the options expiring on March 1,2027 will vest on March 1, 2020, except that Mr. Crawford's outstanding unvested options vested pursuant to his transition agreement. The vesting of option awards mayaccelerate.103Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 ContentsSee "Potential Payments Upon Termination or Change of Control" below for a discussion of, among other things, a revised vesting schedule and circumstances underwhich the vesting of an award will accelerate.(2)This column reflects (i) Ms. Smith's 2016 EQT restricted share unit award (including accrued dividends); (ii) the 2017 EQT Restricted Share and Unit Awards (includingaccrued dividends) and (iii) with respect to Mses. Smith and Hyland, the second tranche of the EQT Corporation 2016 Value Driver Performance Share Unit AwardProgram (2016 Value Driver PSU Program) (including accrued dividends). Ms. Smith's 2016 EQT restricted share unit award was granted on September 14, 2016 and isexpected to vest on September 14, 2019, contingent upon continued service through such date. The 2017 EQT Restricted Share and Unit Awards were granted onJanuary 1, March 1, and August 7, 2017 and are expected to vest on January 1, March 1, and August 7, 2020, respectively, contingent upon continued service throughsuch dates. Performance awards under the EQT Corporation 2016 Value Driver PSU Program were confirmed as of January 31, 2017, and the second tranche of suchawards converted to time-based restricted share units and vest upon payment which is expected to occur in the first quarter of 2018 contingent upon continued servicethrough the payment date. The vesting of Ms. Smith's 2016 EQT restricted share unit award, the 2017 EQT Restricted Share and Unit Awards and the second tranche ofthe EQT Corporation 2016 Value Driver PSU Program may accelerate. See "Potential Payments Upon Termination or Change of Control" below for a discussion of,among other things, circumstances under which the vesting of an award will accelerate.(3)This column reflects the payout value at December 31, 2017 of Ms. Smith's 2016 EQT restricted share unit award; the 2017 EQT Restricted Share and Unit Awards andthe second tranche of the 2016 Value Driver PSU Program (including in each case accrued dividends) determined by multiplying the number of shares or units, asapplicable, shown in the column to the left by $56.92, the closing price of EQT's common stock on December 29, 2017. The actual payout value depends upon EQT'sstock price: (i) on August 31, 2019 for Ms. Smith’s 2016 EQT restricted share unit award; (ii) December 31, 2019 for the 2017 EQT Restricted Unit Awards; and (iii)the day prior to vesting for the 2017 EQT Restricted Share Awards.(4)This column reflects performance units awarded but that had not yet vested at December 31, 2017 pursuant to the 2015 Executive Performance Incentive Program (2015Incentive PSU Program), the 2016 Incentive Performance Share Unit Program (2016 Incentive PSU Program), the 2017 Incentive PSU Program, and the 2017 ValueDriver PSU Program (including in each case accrued dividends). The number of performance units under all programs reflect maximum award levels because, throughDecember 31, 2017, payout was projected above the target level for each program. Awards under the 2015 Incentive PSU Program and the first tranche of the 2017Value Driver PSU Program will vest upon payment which is expected to occur in the first quarter of 2018, contingent upon continued service through such date. Prior tosuch date, payment of such awards may accelerate. Awards under the 2016 Incentive PSU Program, the 2017 Incentive PSU Program and the second tranche of the 2017Value Driver PSU Program do not vest until payment following the end of the respective performance periods, contingent upon continued service through such dates, andsuch vesting may accelerate. See "Potential Payments Upon Termination or Change of Control" below for a discussion of, among other things, circumstances underwhich the vesting of an award will accelerate.(5)This column reflects the payout values at December 31, 2017 of unearned performance units granted under the 2015 Incentive PSU Program, the 2016 Incentive PSUProgram, the 2017 Incentive PSU Program, and the 2017 Value Driver PSU Program (including in each case accrued dividends). The payout values are determined bymultiplying the number of units as shown in the column to the left by $56.92, the closing price of EQT's common stock on December 29, 2017. The actual payout valuesunder the programs depends upon, among other things, EQT's actual performance through the end of the applicable performance periods and EQT's closing stock priceon: (i) the day prior to vesting for the 2015 Incentive PSU Program and the portions of the 2016 Incentive PSU Program and the 2017 Incentive PSU Program that aredistributed in EQT shares; (ii) December 29, 2017 with respect to the first tranche of the 2017 Value Driver PSU Program; (iii) December 31, 2018 with respect to thesecond tranche of the 2017 Value Driver PSU Program and the portion of the 2016 Incentive PSU Program that is distributed in cash; and (iv) December 31, 2019 for theportion of the 2017 Incentive PSU Program that is distributed in cash.104Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of ContentsOption Exercises and Stock VestedThe following table reflects the EQT stock options exercised by the named executive officers during 2017 and the named executive officers'performance awards that vested during 2017. OPTION AWARDS STOCK AWARDS NUMBER OF EQT SHARESACQUIRED ON EXERCISE VALUE REALIZED ONEXERCISE NUMBER OF EQTSHARES/EQM UNITSACQUIRED ON VESTING VALUE REALIZED ONVESTINGNAME (#) ($) (1) (#) (2) ($) (3)S.T. Schlotterbeck 38,500 391,160 30,618 1,905,947R.J. McNally — — 7,914 457,093J.J. Ashcroft, III — — — —J.S. Smith — — 4,276 272,067D.L. Porges 76,700 806,884 55,396 3,448,395R.L. Crawford 38,500 475,860 28,575 1,778,792M.E. Hyland — — 23,397 1,492,809(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 aggregate number of performance awards (including accrued dividends) that vested in 2017 under (a) the 2014 Executive Performance IncentiveProgram (2014 Incentive PSU Program) for Messrs. Schlotterbeck, Porges, and Crawford, and Mses. Smith and Hyland, (b) the first tranche of the 2016 Value DriverPSU Program for Mses. Smith and Hyland, and (c) the second tranche of the 2015 Value Driver Performance Share Unit Award Program (2015 Value Driver PSUProgram) for Mses. Smith and Hyland. The performance awards under the 2014 Incentive PSU Program and the second tranche of the 2015 Value Driver PSU Programvested and were distributed in EQT common stock, while first tranche of the 2016 Value Driver PSU Program vested and was distributed in cash. This column alsoreflects a 2016 restricted share award (including accrued dividends) to Mr. McNally.(3)This column reflects the value realized upon the vesting of awards under the 2014 Incentive PSU Program, the first tranche of the 2016 Value Driver PSU Program, thesecond tranche of the 2015 Value Driver PSU Program and Mr. McNally's 2016 EQT restricted share award (including in each case accrued dividends). In the case ofthe 2014 Incentive PSU Program, the second tranche of the 2015 Value Driver PSU Program and Mr. McNally's 2016 EQT restricted share award, the value realized onvesting was calculated based upon the number of awards that vested and the closing price of EQT's common stock on the date of vesting. In the case of the 2016 ValueDriver PSU Program, the value realized on vesting was calculated based upon the number of awards that vested and the closing price of EQT's common stock onDecember 30, 2016.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 2017 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. Schlotterbeck, McNally, Ashcroft, Porges, and Crawford and Ms. Hyland will be described inEQT's Disclosure Document. 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 "SECFilings" page under the "Investors Relations" tab. The Corporate Secretary of the EQM General Partner will also provide a copy to you free of charge uponrequest.105Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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. Smith's AgreementIn connection with Ms. Smith's promotion to Chief Accounting Officer in 2016, EQT entered into an amended and restated confidentiality, non-solicitation and non-competition agreement with Ms. Smith. In the agreement, Ms. Smith agreed, among other things, to the following restrictive covenants:•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;▪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. Value driver based performance-based equity awards will become immediately vested attarget prior to the EQT MDC Committee's confirmation of the performance level and at actual following the EQT MDC Committee'sconfirmation. All other performance-based equity awards will remain outstanding and will be earned, if at all, based on actual performancethrough the end of the performance period as if the named executive officer's employment had not been terminated."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.106Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 ContentsPayments to be Made Pursuant to Company PlansStock Options, 2015 Incentive PSU Program, 2016 Incentive PSU Program, 2017 Incentive PSU Program, 2016 Value Driver PSU Program, 2017Value Driver PSU Program, 2017 EQT Restricted Share and Unit Awards 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 2015 Incentive PSU Program, the 2016 Incentive PSU Program, the 2017 Incentive PSU Program,the 2016 Value Driver PSU Program, the 2017 Value Driver PSU Program, the 2017 EQT Restricted Share and Unit Awards and the EQT Executive STIP willbe described in EQT's Disclosure Document.Ms. Smith's 2016 EQT Restricted Share Unit AwardMs. Smith's 2016 EQT restricted share unit award provides that Ms. Smith would be entitled to the benefits described in the termination scenariosdescribed below.Termination for Good Reason or without CauseUpon Ms. Smith's termination for good reason or without cause, all unvested restricted share units under Ms. Smith's 2016 EQT restricted share unitaward will vest as required by Ms. Smith's confidentiality, non-solicitation and non-competition agreement, which is described above.Termination for Cause or Voluntary Termination for any Reason other than Good ReasonUpon Ms. Smith's termination for cause or voluntary termination of employment for any reason other than good reason, Ms. Smith's unvested 2016EQT restricted share unit award will be forfeited.However, if Ms. Smith's employment is terminated voluntarily (including retirement) and Ms. Smith is serving and remains on the board of directorsof EQT, the EQM General Partner or the EQGP General Partner, then Ms. Smith's 2016 EQT restricted share unit award continues to vest for so long as sheremains on such board.Termination Resulting from Death or DisabilityUpon Ms. Smith's termination as a result of her death or disability, Ms. Smith's 2016 EQT restricted share unit award will vest as follows:TERMINATION DATEAWARDED UNITSSeptember 10, 2017 – September 9, 201825%September 10, 2018 and thereafter50%Change of ControlFor purposes of Ms. Smith's 2016 EQT restricted share unit award, a change of control of EQT is defined by reference to EQT's 2014 Long-TermIncentive Plan (the 2014 LTIP) and will be described in EQT's Disclosure Document. Under the award, if a change of control of EQT occurs and:•the award is not assumed by the surviving entity of the change of control, all time-based vesting restrictions on the 2016 EQT restricted shareunits lapse;•the award is 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 Ms. Smith's 2016 EQTrestricted share unit award will vest as required by Ms. Smith's confidentiality, non-solicitation and non-competition agreement with EQT,which is described above.107Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 ContentsPayments Triggered Upon Hypothetical Termination of Employment or Change of Control on December 31, 2017The estimated payouts and benefits that would be payable upon a termination of employment or a change of control of EQT at December 31, 2017for the named executive officers other than Ms. Smith will be set forth in EQT's Disclosure Document. The estimated payouts and benefits that would bepayable to Ms. Smith upon a termination of employment or a change of control of EQT at December 31, 2017 are set forth below.No payments would be due to the named executive officers upon a change of control of EQM on December 31, 2017 that was not also a change ofcontrol of EQT.Important assumptions made by EQT and the descriptions of payouts under all EQT plans and agreements other than Ms. Smith's 2016 EQTrestricted share unit award will be described in EQT's Disclosure Document. In addition, EQT has made the following assumptions:Upon a change of control of EQT at December 31, 2017, 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.For purposes of the analysis below, EQT has assumed that Ms. Smith is not then on and will not remain on the board of directors of EQT, the EQMGeneral Partner, the EQGP General Partner or the RMP General Partner following termination of employment.J.S. SmithPotential Payments Upon a Termination of Employment or Following a Change of ControlUpon a termination of employment on December 31, 2017, Ms. Smith would be entitled to the following payments:EXECUTIVE BENEFITSAND PAYMENTS UPON TERMINATIONTERMINATION BYEQT WITHOUTCAUSE($)TERMINATION BYEQT FOR CAUSE($)TERMINATION BYEXECUTIVE FORGOOD REASON($)TERMINATION BYEXECUTIVEWITHOUT GOODREASON($)DEATH($)DISABILITY($)Payments under Agreement449,3880449,388000Short-Term Incentive250,0000250,000250,000250,000250,000Severance Payments116,63700000Life Insurance0000243,0000Total (excluding long-term incentive)816,0250699,388250,000493,000250,000 In addition, under outstanding long-term incentive programs, Ms. Smith would be entitled to cash and stock payments with an aggregate value of$781,664 upon a termination of employment by EQT without cause or upon termination by her for good reason and $143,990 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, 2017. Under those same programs, Ms. Smith would be entitled to $781,664 upon the occurrence of a change of control on December 31, 2017.Pay RatioEQM does not have any employees. The daily business operations of EQM are conducted by employees of EQT and its subsidiaries. The estimate ofthe relationship of the annual total compensation of Mr. Schlotterbeck, EQT's Chief Executive Officer to the median of the annual total compensation ofEQT's employees, calculated in accordance with applicable SEC rules will be set forth in EQT's Disclosure Document.Compensation of DirectorsOfficers of EQT who also serve as directors of the EQM General Partner do not receive additional compensation for their service as directors. During2017, directors of the EQM General Partner who are not also officers of EQT received cash compensation on a quarterly basis as a retainer and for attendingBoard and committee meetings. As a result of its 2017 review of director compensation, the Board determined to revise the cash component of itscompensation to a retainer only structure108Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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(with the exception of the Conflicts Committee) for 2018. The structure of the 2017 and 2018 fees are set forth below, and all fees are paid on a quarterlybasis.Compensation Feature20172018Annual cash retainer - Board member$50,000$65,000Annual cash retainer - Committee ChairAudit: $15,000Conflicts: $10,000Audit: $20,000Conflicts:$10,000Annual cash retainer - Committee member(excluding the chair)Audit: NoneConflicts: NoneAudit: $5,000Conflicts: NoneMeeting feesIn person: $1,500Telephonic: $750Conflicts Committee: In person: $1,500 Telephonic: $750All other meetings: NoneIn 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 insurance while traveling on business for EQM. To further EQM's supportfor charitable giving, all directors are eligible to participate in the Matching Gifts Program of the EQT Foundation on the same terms as EQT employees anddirectors. Under this program, the EQT Foundation will match gifts of at least $100 made by a director 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, 2017, the EQM General Partner granted to each non-employee director phantom units with a value of $75,000 under the2012 Long-Term Incentive Plan (with the number of phantom units (980) determined by dividing the award value by the closing price of EQM's commonunits on December 30, 2016 ($76.68) 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 2018, the value of the annual phantom unit award increased to $85,000.The table below shows the total 2017 compensation of EQM's non-employee directors:NAME FEES EARNED OR PAIDIN CASH($) (1) STOCKAWARDS($) (2) ALL OTHERCOMPENSATION($) (3) TOTAL($)M.A. Bryson 105,500 75,146 32,569 213,215J.M. Bott 99,750 75,146 6,065 180,961L.E. Washington 88,000 75,146 9,544 172,690 (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 during2017. On January 1, 2017, the EQM General Partner granted 980 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 date, which closingprice was $76.68 on December 30, 2016.(3)This column reflects (i) annual premiums of $43.88 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 - $32,525; Mr. Bott - $6,021; and Ms. Washington - $9,500. 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. Ashcroft,Gardner, McNally, Porges and Schlotterbeck, who are directors of the EQM General Partner, are also executive officers of EQT. However, all compensationdecisions with respect to each of these executive officers are made by the EQT MDC Committee and none of these individuals receives any compensationdirectly from EQM or the EQM General Partner for their service as a director.109Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 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, 2018, 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 allunits shown 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, 2018.NAME OF BENEFICIAL OWNER (1) EQM COMMONUNITSBENEFICIALLYOWNED (2) (3) PERCENTAGEOF EQMCOMMONUNITSBENEFICIALLYOWNED EQGP COMMON UNITSBENEFICIALLY OWNED (2) PERCENTAGEOF EQGPCOMMONUNITSBENEFICIALLYOWNEDS.T. Schlotterbeck 7,897 * 37,762 *R.J. McNally — * — *J.J. Ashcroft III — * — *L.B. Gardner 9,359 * 28,503 *J.S. Smith 2,146 * 7,538 *D.L. Porges 42,148 * 56,263 *J.M. Bott 10,224 * — *M.A. Bryson (4) 11,467 * — *L.E. Washington 5,156 * — *M.E. Hyland 5,750 * — *R.L. Crawford (5) 32,897 * 100,000 *All directors and executive officersas a group (11 individuals) 127,044 * 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 - 8,292 units; Mr. Bryson - 8,292 units; and Ms. Washington - 5,156 units.(4)EQM common units beneficially owned include 2,000 common units that are held in Mrs. Bryson's revocable trust.(5)Mr. Crawford stepped down from his roles with EQT and the EQM General Partner effective February 28, 2017. Information regarding EQM and EQGP commonunits beneficially owned by Mr. Crawford was provided by Mr. Crawford as of March 1, 2017.110Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 ContentsPercentage of total shares of EQT Corporation beneficially owned is based on 265,016,480 shares outstanding as of February 1, 2018.Name ExercisableStock Options (1) Number of EQT SharesBeneficially Owned (2) Percent ofClass (3)S.T. Schlotterbeck (4) 143,400 190,798 *R.J. McNally — 27,389 *J.J. Ashcroft III — 47,014 *L.B. Gardner 33,300 47,575 *J.S. Smith — 4,729 *D.L. Porges (5) 299,700 502,108 *J.M. Bott — — —M.A. Bryson — — —L.E. Washington — — —M.E. Hyland 6,100 19,200 *R.L. Crawford (6) 161,400 94,363 *All directors and executive officers as a group (11 individuals) 643,900 933,176 * * 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 1,2018 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, 2018, as a percentage of (ii) thesum of EQT's outstanding shares at February 1, 2018, and all options exercisable within 60 days of February 1, 2018.(4)Shares beneficially owned include 28,012 shares owned by Mr. Schlotterbeck's wife.(5)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.(6)Mr. Crawford stepped down from his roles with EQT and the EQM General Partner effective February 28, 2017. Information regarding EQT shares beneficiallyowned by Mr. Crawford was provided by Mr. Crawford as of March 1, 2017.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 EQM COMMON UNITSBENEFICIALLY OWNED PERCENTAGE OF EQM COMMONUNITS BENEFICIALLY OWNEDEQT Corporation(1) 21,811,643 27.1%625 Liberty Avenue Pittsburgh, PA 15222 Tortoise Capital Advisors, L.L.C.(2) 7,717,832 9.6%11550 Ash Street, Suite 300 Leawood, KS 66211 ALPS Advisors, Inc. (3) 4,871,408 6.0%1290 Broadway, Suite 1100 Denver, CO 80203 (1)EQGP held 21,811,643 EQM common units as of February 1, 2018. EQT is the ultimate parent company of EQGP and, therefore, may be deemed to beneficially ownthe units held by EQGP.111Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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(2)Information based on a SEC Schedule 13G filed on February 13, 2018 reporting that Tortoise Capital Advisors, L.L.C. has sole voting and dispositive power over196,950 common units, shared voting power over 6,438,973 common units and shared dispositive power over 7,520,882 common units.(3)Information based on a SEC Schedule 13G filed on February 6, 2018 reporting that ALPS Advisors, Inc. has shared voting and dispositive power over 4,871,408common units, of which 4,848,639 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 4,848,639 common units.Securities Authorized for Issuance under Equity Compensation PlansThe following table provides information as of December 31, 2017 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) 235,733 N/A 1,528,534Total 235,733 N/A 1,528,534(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 for112Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 Contentsparticipation under the plan, or if the Board in its discretion determines that obtaining such unitholder approval is for any 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.Item 13. Certain Relationships and Related Transactions, and Director Independence Certain Relationships and Related TransactionsAs of February 1, 2018, 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. 113Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 ContentsOmnibus 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");•EQM's obligation to reimburse EQT and its affiliates for operation and management services pursuant to the operation and management servicesagreement with EQT, as described below under "Operation and Management Services Agreement" (the "operation and management expenses");•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. 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.•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 bare114Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 Contentssteel replacement reimbursement obligation is capped at an aggregate 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 was 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 exceeded the qualifying pipeline safety costs actually recovered each year. This reimbursement obligation expired on July 2, 2017.•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.See Note 5 to the consolidated financial statements included in Item 8, "Financial Statements and Supplementary Data," of this Form 10-K for theamounts and categories of obligations described above for which EQT was obligated to indemnify and/or reimburse EQM pursuant to the omnibus agreementfor the years ended December 31, 2017, 2016 and 2015.Operation and Management Services AgreementUpon 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 provided 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 mutually agreed upon from time to time. EQM reimbursed EQT Gathering for such services pursuant tothe terms of the omnibus agreement. In December 2017, the operation and management services agreement was replaced in its entirety by the secondmentagreement, as described under "Secondment Agreement."Secondment AgreementOn December 7, 2017, EQT, EQT Gathering, Equitrans, EQM and the EQM General Partner entered into a secondment agreement (SecondmentAgreement), pursuant to which available employees of EQT and its affiliates may be seconded to EQM and its subsidiaries to provide operating and otherservices with respect to EQM's business under the direction, supervision and control of EQM or its subsidiaries. EQM will reimburse EQT for the servicesprovided by the seconded employees pursuant to the Secondment Agreement.See Note 5 to the consolidated financial statements included in Item 8, "Financial Statements and Supplementary Data," of this Form 10-K for theamounts and categories of expenses described above for which EQM was obligated to reimburse EQT pursuant to the omnibus agreement and theSecondment Agreement, as applicable, for the years ended December 31, 2017, 2016 and 2015.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 and 2015 totaled $17.2 million and $22.1 million, respectively.115Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 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 credit facility. In connection with theOctober 2016 Acquisition, the AVC lease agreement was terminated.NWV Gathering Contribution Agreement and Preferred InterestOn 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. During the years ended December 31, 2017 and 2016, EQM received $11.0 million and $11.1 million, respectively, ofdistributions from EQT Energy Supply, LLC in respect of its preferred interest. EQM did not receive any distributions from EES in respect of its preferredinterest in 2015.Mountain 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 15, 2018, 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 42 inch diameter MVP has a targeted capacity of 2.0 Bcf perday and is estimated to span 300 miles extending from EQM's existing transmission and storage system in Wetzel County, West Virginia to PittsylvaniaCounty, Virginia, providing access to the growing Southeast demand markets. As currently designed, the MVP is estimated to cost a total of approximately$3.5 billion, excluding AFUDC, with EQM funding its proportionate share through capital contributions made to the joint venture. The MVP Joint Venturehas 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 capacity commitment by EQT, and iscurrently in negotiation with additional shippers who have expressed interest in the MVP project. On October 13, 2017, the FERC issued the Certificate ofPublic Convenience and Necessity for the project. In early 2018, the MVP Joint Venture received limited notice to proceed with certain constructionactivities from the FERC. The MVP Joint Venture plans to commence construction in the first quarter of 2018. The pipeline is targeted to be placed in-serviceduring the fourth quarter of 2018.Gas Gathering AgreementsFor the years ended December 31, 2017, 2016 and 2015, EQT accounted for approximately 89%, 96% and 96%, respectively, of EQM's gatheringrevenues.On April 30, 2014, EQT entered into a gas gathering agreement (the Jupiter Gas Gathering Agreement) with EQT Gathering for gathering services onthe Jupiter gathering system (Jupiter). The Jupiter Gas Gathering Agreement has a 10-year term (with year-to-year rollovers), which began on May 1, 2014.Under the agreement, EQT subscribed for approximately 225 MMcf per day of firm compression capacity which was available on Jupiter at that time. In thefourth quarter of 2014, EQM placed one compressor station in service and added compression at the two existing compressor stations in Greene County,Pennsylvania. This expansion added approximately 350 MMcf per day of compression capacity. EQT's firm capacity subscribed under the Jupiter GasGathering Agreement increased by 200 MMcf per day effective December 1, 2014 and by 150116Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 ContentsMMcf per day effective January 1, 2015. In the fourth quarter of 2015, EQM completed an additional expansion project which brought the total Jupitercompression capacity to approximately 775 MMcf per day. EQT's firm capacity subscribed under the Jupiter Gas Gathering Agreement increased byapproximately 50 MMcf per day effective October 1, 2015 and approximately 150 MMcf per day effective November 1, 2015. The Jupiter Gas GatheringAgreement provides for separate 10-year terms (with year-to-year rollovers) for the compression capacity associated with each expansion project. EQT alsoagreed to pay a monthly usage fee for volumes gathered in excess of firm compression capacity. In connection with the closing of EQT's contribution ofJupiter to EQM Gathering on May 7, 2014, 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 inexcess of firm capacity. In connection with the closing of the October 2016 Acquisition, the AMTT Gathering Agreement was assigned to EQM Gathering.On June 8, 2017, EQT and two third party producers entered into a 15-year (with year-to-year rollovers) gas gathering agreement with EQMGathering for gathering services on the Marianna Gathering System (the Marianna Gas Gathering Agreement), pursuant to which EQT will pay a fixed fee perdekatherm of natural gas, subject to certain annual and other adjustments, gathered by EQM Gathering. Under the Marianna Gas Gathering Agreement, EQTalso dedicated approximately 10,100 acres and any future acreage EQT acquires within the dedicated area during the term to EQM Gathering.On August 8, 2017, EQT entered into a 10-year (with year-to-year rollovers) gas gathering agreement with EQM Gathering for gathering services onthe River Pad Gathering System (the River Pad Gas Gathering Agreement). Under the agreement, EQT has subscribed for approximately 30 MMcf per day offirm capacity which is expected to be available in the second quarter of 2018. Under the River Pad Gas Gathering Agreement, EQT also dedicatedapproximately 30,000 acres and any future acreage EQT acquires within the dedicated area during the term to EQM Gathering and agreed to pay a usage feefor each dekatherm of natural gas gathered in excess of firm capacity.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.117Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 ContentsTransportation Service and Precedent AgreementsFor the years ended December 31, 2017, 2016 and 2015, EQM's transportation agreements with EQT accounted for approximately 64%, 73% and61%, respectively, of the natural gas throughput on EQM's transmission and storage system and 59%, 56% and 53%, 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 periods uponthe expiration of the primary term, subject to six months prior written notice by either party to terminate. In addition, during 2017, EQT Energy assumed acontract for 20 BBtu per day of firm transmission capacity with a primary term through June 30, 2024 which 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. On November 13, 2017, EQT acquired acontract for 105 BBtu per day of firm transmission capacity with a primary term through October 31, 2018 which will automatically renew for one yearperiods upon the expiration of the primary term, subject to six months prior written notice by either party to terminate. EQM has also entered into agreementswith EQT Energy to provide (i) interruptible transmission service, which is currently renewing automatically for one year periods, subject to six months priorwritten notice by either party to terminate; and (ii) interruptible wheeling service, which is currently renewing automatically for one year periods, subject toone month prior written notice by either party to terminate.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. This agreement has a primary termthrough September 30, 2036.EQT Energy is also party to a precedent agreement with Equitrans for 300 BBtu per day of firm transmission capacity for a 20-year term utilizingproposed capacity which will be created by EQM's proposed Equitrans Expansion project. The firm transmission capacity will become available uponcompletion of the project, which EQM is targeting in the fourth quarter of 2018.In connection with the Marianna Gas Gathering Agreement, on August 7, 2017, EQT Energy entered into a 2-year (with month-to-month rollovers)transportation service agreement with Equitrans, under which EQT Energy pays a fixed fee per dekatherm of natural gas transported under the agreement. Thetransmission agreement was effective on September 1, 2017.In connection with the River Pad Gas Gathering Agreement, on July 25, 2017, EQT Energy entered into a 10-year (with year-to-year rollovers)transportation service agreement with Equitrans for approximately 30 MMcf per day of firm transportation capacity. The firm transmission capacity willbecome available upon completion of the River Pad project, which EQM expects to be completed in the second quarter of 2018.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, 2017, 2016 and 2015, EQT accounted for approximately 2%,1% and 1%, 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, 2017, 2016 and 2015. Years Ended December 31, 2017 2016 2015 (Thousands)DESCRIPTION OF REVENUE Gathering$403,082 $380,164 $321,173Transmission and storage$202,016 $171,189 $141,198 118Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 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.364-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 24, 2018 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 $1 Billion Facility, or a successor revolving credit facility, less the sum of (i) the then applicable commitment fee underthe $1 Billion Facility and (ii) 10 basis points. During the year ended December 31, 2017, EQM borrowed and repaid $150 million under the 364-DayFacility. During the year ended December 31, 2017, EQM paid interest to EQT of $0.5 million under the 364-Day Facility. EQM had no borrowingsoutstanding under the 364-Day Facility during the year ended December 31, 2016.Acreage DedicationPursuant 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 marketor cost 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 a 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 of119Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 Contentsequity 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.If, 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, EQGP and RMP, on the one hand, and EQM and its limited partners, on the other hand. The directors and officers of the EQM General Partner haveduties to manage the EQM General Partner in a manner beneficial to its owners. At the same time, the EQM General Partner has a duty to manage EQM in amanner beneficial to EQM and its limited partners. The Delaware Revised Uniform Limited Partnership Act provides that Delaware limited partnerships may,in their partnership agreements, expand, restrict or eliminate the fiduciary duties otherwise owed by a general partner to limited partners and the partnership.Pursuant to these provisions, EQM's partnership agreement contains various provisions replacing the fiduciary duties that would otherwise be owed by itsgeneral partner with contractual standards governing the duties of the general partner and the methods of resolving conflicts of interest. EQM's partnershipagreement also specifically defines the remedies available to limited partners for actions taken that, without these defined liability standards, mightconstitute breaches of fiduciary duty under applicable Delaware law.All of the officers and five of the directors of the EQM 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 the EQM General Partner are also officers and/or directors of the EQGP General Partner and owe fiduciaryduties to EQGP. Additionally, all of the officers and five of the directors of the EQM General Partner are also officers and/or directors of the RMP GeneralPartner and owe fiduciary duties to RMP. Consequently, these directors and officers may encounter situations in which their obligations to EQGP, EQT orRMP, as applicable, on the one hand, and EQM, on the other hand, are in conflict.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.120Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 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 reliance upon such advice or opinion will conclusively be deemed to be fair and reasonable. Unless the resolutionof a conflict is specifically provided for in EQM's partnership agreement, the EQM General Partner or the Conflicts Committee of its Board may consider anyfactors it determines in good faith to consider when resolving a conflict. When EQM's partnership agreement requires someone to act in good faith, it requiresthat person to subjectively believe that he is acting in the best interests of EQM or meets the specified standard, for example, a transaction on terms no lessfavorable to EQM than those generally being provided 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."121Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 14. Principal Accounting Fees and Services Ernst & Young LLP served as EQM's independent auditor for the year ended December 31, 2017. The following chart details the fees billed to EQMby Ernst & Young LLP during 2017 and 2016: Years Ended December 31, 2017 2016Audit fees (1)$705,000 $843,092Audit-related fees (2)4,500 15,000Tax fees— —All other fees— —Total$709,500 $858,092 (1)Includes fees for the audit of EQM's annual financial statements and internal control over financial reporting, reviews of financial statementsincluded in EQM's quarterly reports on Form 10-Q, and services that are normally provided in connection with statutory and regulatory filings orengagements, including certain attest engagements, comfort letter procedures and consents and for 2016 fees for services associated with EQMacquisitions from EQT.(2)Includes fees for services associated with 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 2017, 100% of the professionalfees reported as audit-related fees were pre-approved pursuant to the above policy.The 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, 2018.122Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 IVItem 15. Exhibits and Financial Statement Schedules (a)1Financial StatementsPage Reference Statements of Consolidated Operations for each of the three years in the period ended December 31, 201764 Statements of Consolidated Cash Flows for each of the three years in the period ended December 31, 201765 Consolidated Balance Sheets as of December 31, 2017 and 201666 Statements of Consolidated Equity for each of the three years in the period ended December 31, 201767 Notes to Consolidated Financial Statements68 2Financial Statement Schedules All schedules are omitted since the subject matter thereof is either not present or is not present in amounts sufficient to requiresubmission of the schedules. 3Exhibits The exhibits referenced below are filed (or, as applicable, furnished) as part of this Annual Report on Form 10-K. ExhibitsDescriptionMethod of Filing2.1(a)Contribution 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, 2015.2.1(b)Amendment No. 1 to Contribution and Sale Agreement, dated as of March 30,2017, by and among EQT Midstream Partners, LP, EQT Midstream Services, LLC,EQM Gathering Opco, LLC, EQT Corporation, EQT Gathering, LLC, EQT EnergySupply Holdings, LP, and EQT Energy, LLC.Incorporated herein by reference to Exhibit 2.1 to Form10-Q (#001-35574) for the quarterly period ended March31, 2017.2.2Purchase 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, 2012.3.2(a)First 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, 2012.3.2(b)Amendment 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.Each management contract and compensatory arrangement in which any director or any named executive officer participates has been marked with anasterisk (*)123Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 ContentsExhibitsDescriptionMethod of Filing3.2(c)Amendment 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, 2015.3.2(d)Amendment No. 3 to the First Amended and Restated Agreement of LimitedPartnership of EQT Midstream Partners, LP, dated December 7, 2017.Incorporated herein by reference to Exhibit 3.1 toForm 8-K (#001-35574) filed on December 8, 2017.3.3Certificate 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, 2012.3.4Third 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, 2014.4.3Second 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, 2016.10.1Assignment 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, 2015.10.2(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, 2012.10.2(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, 2015.10.3Secondment Agreement, dated December 7, 2017, by and among EQTCorporation, EQT Gathering, LLC, Equitrans, L.P., EQT Midstream Partners, LP,and EQT Midstream Services, LLC.Incorporated herein by reference to Exhibit 10.1 to Form8-K (#001-35574) filed on December 8, 2017.10.4Equity 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, 2015.10.5Second Amended and Restated Credit Agreement, dated as of July 31, 2017, byand among EQT Midstream Partners, LP, Wells Fargo Bank, National Association,as Administrative Agent, Swing Line Lender and an L/C Issuer, and the otherlenders party thereto.Incorporated herein by reference to Exhibit 10.1 to Form8-K (#001-35574) filed on August 3, 2017.10.6364-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, 2016.10.7(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, 2012.10.7(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.Each management contract and compensatory arrangement in which any director or any named executive officer participates has been marked with anasterisk (*)124Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 ContentsExhibitsDescriptionMethod of Filing10.8*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, 2012.10.9(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, 2012.10.9(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, 2012.10.10EQT 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, 2012.10.11Transportation 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, 2013.10.12Transportation 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, 2015.10.13Transportation Service Agreement Applicable to Firm Transportation ServiceUnder Rate Schedule FTS, Contract No. CW2250463-1296, dated as of January 8,2016 and amended through December 20, 2017, by and between Equitrans, L.P.and EQT Energy, LLC.Filed herewith as Exhibit 10.13.10.14(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, 2014.10.14(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 theone hand, 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, 2015.10.14(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 theone hand, and EQM Gathering Opco, LLC, on the other hand. Specific items inthis exhibit 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, 2015.10.14(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 theone hand, and EQM Gathering Opco, LLC, on the other hand. Specific items inthis exhibit 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.Each management contract and compensatory arrangement in which any director or any named executive officer participates has been marked with anasterisk (*)125Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 ContentsExhibitsDescriptionMethod of Filing10.14(e)Amendment No. 4 to Jupiter Gas Gathering Agreement, dated as of June 1, 2017,by and among EQT Production Company and EQT Energy, LLC, on the one hand,and EQM Gathering Opco, LLC, on the other hand.Incorporated herein by reference to Exhibit 10.2 to Form10-Q (#001-35574) for the quarterly period ended June30, 2017.10.14(f)Amendment No. 5 to Jupiter Gas Gathering Agreement, dated as of October 1,2017, 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 terms has been requested from the SEC. Theredacted material has been separately filed with the SEC.Filed herewith as Exhibit 10.14(f).10.15(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, 2015.10.15(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, 2015.10.15(c)Amendment No. 2 to Gas Gathering Agreement for the Mercury, Pandora, Plutoand Saturn Gas Gathering Systems, dated as of March 30, 2017, by and amongEQT Production Company and EQT Energy, LLC, on the one hand, and EQMGathering Opco, LLC, on the other hand. Specific items in this exhibit have beenredacted, as marked by three asterisks [***], because confidential treatment forthose items was granted by the SEC. The redacted material has been separatelyfiled with the SEC.Incorporated herein by reference to Exhibit 10.1 to Form10-Q (#001-35574) for the quarterly period ended March31, 2017.10.16(a)Gas 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, 2015.10.16(b)Amendment No. 1 to Gas Gathering Agreement for the WG-100 Gas GatheringSystem, dated as of April 1, 2017, by and among EQT Production Company andEQT Energy, LLC, on the one hand, and EQM Gathering Opco, LLC, on the otherhand.Incorporated herein by reference to Exhibit 10.1 to Form10-Q (#001-35574) for the quarterly period ended June30, 2017.10.17(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.Each management contract and compensatory arrangement in which any director or any named executive officer participates has been marked with anasterisk (*)126Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 ContentsExhibitsDescriptionMethod of Filing10.17(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 10.2 to Form10-Q (#001-35574) for the quarterly period ended March31, 2016.10.17(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 itemswas granted by the SEC. The redacted material has been separately filed with theSEC.Incorporated herein by reference to Exhibit 10.25(c) toForm 10-K (#001-35574) for the year ended December31, 2016.10.18*Amended and Restated Confidentiality, Non-Solicitation and Non-CompetitionAgreement, dated as of September 10, 2016, by and between EQT Corporationand Jimmi Sue Smith.Incorporated herein by reference to Exhibit 10.11 toForm 10-K (#001-35574) for the year ended December31, 2016.12.1Ratio 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 2017 Peer Companies (General Industry).Incorporated herein by reference to Exhibit 99.2 to Form10-K (#001-35574) for the year ended December 31,2016.99.2Named Executive Officer Compensation 2018 Peer Companies (General Industry).Filed herewith as Exhibit 99.2.99.3Non-GAAP Financial Information.Filed herewith as Exhibit 99.3.101Interactive 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 (*)127Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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/ STEVEN T. SCHLOTTERBECKSteven T. SchlotterbeckPresident and Chief Executive OfficerFebruary 15, 2018 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/ STEVEN T. SCHLOTTERBECKPresident, Chief Executive Officer andDirectorFebruary 15, 2018Steven T. Schlotterbeck(Principal Executive Officer) /s/ ROBERT J. MCNALLYSenior Vice President, Chief FinancialOfficer and DirectorFebruary 15, 2018Robert J. McNally(Principal Financial Officer) /s/ JIMMI SUE SMITHChief Accounting OfficerFebruary 15, 2018Jimmi Sue Smith(Principal Accounting Officer) /s/ JEREMIAH J. ASHCROFT IIIDirectorFebruary 15, 2018Jeremiah J. Ashcroft III /s/ JULIAN M. BOTTDirectorFebruary 15, 2018Julian M. Bott /s/ MICHAEL A. BRYSONDirectorFebruary 15, 2018Michael A. Bryson /s/ LEWIS B. GARDNERDirectorFebruary 15, 2018Lewis B. Gardner /s/ DAVID L. PORGESChairmanFebruary 15, 2018David L. Porges /s/ LARA E. WASHINGTONDirectorFebruary 15, 2018Lara E. Washington128Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 10.13EQUITRANS, L.P.TRANSPORTATION SERVICE AGREEMENTAPPLICABLE TO FIRM TRANSPORTATIONSERVICE UNDER RATE SCHEDULE FTSContract No. EQTR19837-1296Dated January 8, 2016This Agreement is entered into by and between Equitrans, L.P. (“Equitrans”) and EQT Energy, LLC (“Customer”).1. Agreement (CHECK ONE)_x__ This is a new Agreement.___This Agreement supersedes, terminates, and cancels Contract No. _____, dated _____________. The supersededcontract is no longer in effect.2. Service under this Agreement is provided pursuant to Subpart B or Subpart G of Part 284, Title 18, of the Code of FederalRegulations. Service under this Agreement is in all respects subject to and governed by the applicable Rate Schedule and theGeneral Terms and Conditions of the Equitrans FERC Gas Tariff (“Tariff”) as they may be modified from time to time, andsuch are incorporated by reference. In the event that language of this Agreement or any Exhibit conflicts with Equitrans’ Tariff,the language of the Tariff will control.3. Equitrans shall have the unilateral right to file with the Commission or other appropriate regulatory authority, in accordancewith Section 4 of the Natural Gas Act, changes in Equitrans’ Tariff, including both the level and design of rates, charges,Retainage Factors and services, and the General Terms and Conditions.4. Customer’s Maximum Daily Quantity (“MDQ”) of natural gas transported under this Agreement shall be the MDQ statedin Exhibit A to this Agreement. If service under this Agreement is associated with a firm storage agreement, Customer’s BaseMDQ and Winter MDQ are stated in Alternative Exhibit A.5. The effective date, term and associated notice and renewal provisions of this Agreement are stated in Exhibit A to thisAgreement.6.The Receipt and Delivery Points are stated in Exhibit A to this Agreement.7. Customer shall pay Equitrans the maximum applicable rate (including all other applicable charges and Retainage Factorsauthorized pursuant to Rate Schedule FTS and the Tariff) for services rendered under this Agreement, unless Customer andEquitrans execute Optional Exhibit B (Discounted Rate Agreement) or Optional Exhibit C (Negotiated Rate Agreement).EQTR19837-1296Page 1 of 13Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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. Exhibits are incorporated by reference into this Agreement upon their execution. Customer and Equitrans may amend anyattached Exhibit by mutual agreement, which amendments shall be reflected in a revised Exhibit, and shall be incorporated byreference as part of this Agreement. IN WITNESS WHEREOF, Customer and Equitrans have executed this Agreement by their duly authorized officers,effective as of the date indicated above. CUSTOMER: EQUITRANS, L.P.:By /s/Paul Kress 1/8/16. By /s/David Gray 1/8/16 .(Date) (Date)Title VP . Title SVP .EQTR19837-1296Page 2 of 13Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 Ato theTRANSPORTATION SERVICE AGREEMENTbetween EQUITRANS, L.P.andEQT ENERGY LLC,pursuant to Rate Schedule FTSContract No. CW2250460-1296 Dated 01/08/2016This Exhibit A is dated 12/20/2017.Any previously executed Exhibit A under this Agreement is terminated and is no longer in effect.1.Notices and Correspondence shall be sent to:Equitrans, L.P.EQT Plaza625 Liberty Avenue Ste 1700Pittsburgh, PA 15222-3111Attn: Gas Transportation Dept.Phone: (412) 395-3230Facsimile: (412) 395-3347E-mail Address: T&ENotify@eqt.com EQT ENERGY LLC Address:625 LIBERTY AVENUE SUITE 1700PITTSBURGH, PA 15222-3111Representative: Paul KressPhone: (412) 395-3232Facsimile: (412) 395-2675E-mail Address: pkress@eqt.comDUNS: 03-585-8708Federal Tax I.D. No.: 02-0750473Other contact information if applicable:Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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. 2.Service Under this Agreement is provided on: X Mainline System (includes the Sunrise Transmission System and the Ohio Valley Connector Allegheny Valley Connector 3.Maximum Daily Quantity (MDQ): Base MDQ (Dth) Winter MDQ (Dth) Effective Date 650,000 650,000 12/20/2017 4.Primary Receipt and Delivery Point(s)Primary Receipt Point(s)** Base Winter Effective(Meter No. and/or Meter Name) MDQ Allocation MDQ Allocation Date24605 - Mobley 310,000 Dth 310,000 Dth 12/20/2017510080 - Applegate 200,000 Dth 200,000 Dth 12/20/2017TBD - East Side 100,000 Dth 100,000 Dth 12/20/201724490 - Pluto 40,000 Dth 40,000 Dth 12/20/2017** Receipt point MDQs do not include quantities required for retainage. Primary Delivery Point(s) Base Winter Effective(Meter No. and/or Meter Name) MDQ Allocation MDQ Allocation Date 60062 - REX Clarington 500,000 Dth 500,000 Dth 12/20/201770007D - Rover Clarington 150,000 Dth 150,000 Dth 12/20/20175. Effective Date and Term: This Exhibit A is effective 12/20/2017 and continues in full force and effect through 9/30/2036.* Foragreements twelve (12) months or longer, Customer and/or Equitrans may terminate the agreement at the end of the primary term byproviding at least six (6) months prior written notice of such intent to terminate.At the expiration of the primary term, this Exhibit A has the following renewal term(choose one):__x__ no renewal term____ through _______________*____ for a period of _______________*____ year to year* (subject to termination on ____months prior written notice)____ month to month (subject to termination by either party upon ___ days written notice prior to contract expiration)____ other (described in section 6 below)Contract #CW2250460CW2250560-1296Page 2 of 3Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 accordance with Section 6.28 of the General Terms and Conditions, a right of first refusal may apply; any contractual right of firstrefusal will be set forth in Section 6 of this Exhibit A.6. Other Special Provisions:Any capitalized terms used but not defined herein shall have the meanings ascribed to them in the Precedent Agreement dated July 23,2014 between the parties.Customer shall have the right of first refusal with respect to the MDQ at the expiration of the Primary Term, for a renewal term of noless than five years, in accordance with Equitrans’ FERC Gas Tariff.This Agreement incorporates the Credit Agreement dated July 23, 2014 entered into by and between Equitrans and Customer and anyamendments or restatements thereto.Should Equitrans elect in the future to expand the Ohio Valley Connector or a lateral directly connected to the Ohio Valley Connectoron a forward haul basis, Customer shall have a right to participate in that project (“OVC Expansion Project”). Equitrans shall notifyCustomer prior to holding an Open Season for an OVC Expansion Project. Notwithstanding the foregoing, Customer’s right under thissection shall not apply to Equitrans’ separate project to modify, expand, and extend certain of its transmission facilities in order toprovide additional firm transportation service from Clarington, Ohio to Lebanon, Ohio and such other locations as Equitrans maydetermine, which is a separate project and not an OVC Expansion Project, and for which an Open Season has already been held.Equitrans and Customer agree that nothing in this section prohibits Customer from requesting firm capacity on similar proposedprojects. IN WITNESS WHEREOF, Customer and Equitrans have executed this Exhibit A by their duly authorized officers, effectiveas of the date indicated above.CUSTOMER: EQUITRANS, L.P.:By /s/ Paul Kress 12/20/2017 . By /s/ Andrew Murphy 12/20/2017 .(Date) (Date)Title VP . Title Vice President .Contract #CW2250460CW2250560-1296Page 3 of 3Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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. OPTIONAL EXHIBIT C to the TRANSPORTATION SERVICE AGREEMENT between EQUITRANS, L.P.and EQT ENERGY LLC, pursuant to Rate Schedule FTS Contract No. CW2250463-1296 Dated 01/08/2016 This Exhibit C is dated 12/20/2017. Any previously executed Exhibit C under this Agreement is terminated and is no longer in effect.Negotiated Rate Agreement1. In accordance with Section 6.30 of the General Terms and Conditions of Equitrans’ Tariff, Equitrans and Customer agree that thefollowing negotiated rate provisions will apply under the Agreement:Rates Effective from Mobley Receipt Point (Meter# 24505) to REX ClaringtonDelivery Point (60062) or Rover Traveler Delivery Point (Meter# 70007D)Monthly Reservation Rate $7.6042 per MDQCommodity Rate $0.00 per DthAuthorized Overrun Rate $0.25 per DthRates Effective from Applegate Receipt Point (Meter# 5100080) to REX ClaringtonDelivery Point (60062) or Rover Traveler Delivery Point (70007D)Monthly Reservation Rate $10.6458 per MDQCommodity Rate $0.00 per DthAuthorized Overrun Rate $0.35 per DthRates Effective from East Side Receipt Point (Meter# TBD) and Pluto Receipt Point(Meter# 24490) to REX Clarington Delivery Point (60062) or Rover Traveler DeliveryPoint (Meter# 70007D)Monthly Reservation Rate $13.6875 per MDQCommodity Rate $0.00 per DthAuthorized Overrun Rate $0.45 per DthContract # CW2250463-1296Page 1 of 5Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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. Customer’s base negotiated rates, as set forth above, shall be adjusted for any cost overruns as follows:To the extent Actual Project Costs, as defined below, deviate (upwards or downwards) from the Estimated Project Costs, asdefined below, Customer’s base negotiated rate shall be multiplied by the Capital Cost Adjustment Factor (“CCA Factor”). TheCCA Factor shall be equal to 1 +/- ((CCA/EPC) x 50%), provided that the CCA Factor shall not exceed 1.15 upwards ordownward.Any such adjustment shall be effective as of the Effective Date, as defined below, and shall be made as soon as practical, butno later than thirty (30) days after the first anniversary of the Effective Date.In addition, the base negotiated rate as calculated above will be subject to an annual adjustment (upwards or downwards), totake effect on each anniversary of the Effective Date, calculated as follows:OMSGA x (1+D) = ARR, whereOMSGA = The current portion of the Monthly Reservation Rate that accounts for O&M and SG&AD = the percentage change in the Producer Price Index – Support activities for Oil and Gas Operations (“PPI-Oil andGas”), as published by the US Department of Labor Bureau of Labor Statistics (“BLS”), from June 1 of the year that is two(2) years immediately prior to the year for which the adjustment is to be effective (the “Adjustment Year”) to June 1 of theyear immediately preceding the Adjustment Year, based upon the most recent publication of the PPI-Oil and Gas prior tothe end of the year immediately preceding the Adjustment Year for each such date. Any such adjustment (upward ordownward) shall be capped at two percent (2%).ARR = the updated OMSGA to be used in annual adjustments“Actual Project Costs” shall be an amount in U.S. dollars equal to the sum of all costs actually incurred to complete the OhioValley Connector project and to achieve the Effective Date, including but not limited to (a) all costs and expenses actuallyincurred for the engineering, design, permitting, construction, pipeline and equipment procurement, installation and start-up ofthe Ohio Valley Connector project facilities, (b) all costs and expenses actually incurred for environmental, right-of-way, legal,and regulatory activities, (c) all direct and allocated internal overhead and administrative costs (subject to a cap equal to tenpercent of estimated costs excluding an allowance for funds used during construction (“AFUDC”)), and (d) AFUDC computedin accordance with the regulations of the FERC.“Capital Cost Adjustment” or “CCA” shall be an amount in U.S. dollars equal to the difference (if any) between Actual ProjectCosts and the Estimated Project Costs.“Estimated Project Costs” or “EPC” shall mean all costs and expenses that are projected to be incurred by Equitrans tocomplete the Ohio Valley Connector project and to achieve the Effective Date, including but not limited to (a) all costs andexpenses projected to be incurred for the engineering, design, permitting, construction, pipeline and equipment procurement,installation and start-up of the Ohio Valley Connector project facilities, (b) all costs and expenses projected to be incurred forenvironmental, right-of-way, legal, and regulatory activities, (c) all direct and allocated internal overhead and administrativecosts (subject to a cap equal to ten percent ofContract # CW2250463-1296Page 2 of 5Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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. estimated costs excluding AFUDC, and (d) AFUDC computed in accordance with the regulations of the FERC. For purposesof determining the adjustment to Customer’s base negotiated rate pursuant to this Exhibit C, Equitrans and Customer agree thatthe Estimated Project Costs shall be equal to three hundred and thirty-three million dollars ($333,000,000).In addition to the fixed Monthly Reservation Rate, Shipper shall pay for all Ohio Valley Connector project service: (1) actualfuel and lost and unaccounted-for gas to recover fuel usage, lost and unaccounted for gas on Equitrans’ Mainline, SunriseTransmission, and Ohio Valley Connector Systems (“Retainage Rate”), and (2) the applicable FERC ACA surcharge.Equitrans will retain 1.26% of Customer’s nominated receipts volumes to recover fuel, lost and unaccounted for gas(“Estimated Retainage Rate”).Within 60 days after the end of each calendar quarter, Equitrans will calculate for each month of the quarter actual fuel and lostand unaccounted for gas rate for each of Equitrans’ Mainline, Sunrise Transmission, and Ohio Valley Connector Systems(“Actual Fuel and LUF Rate”) by taking the difference between monthly actual measured dekatherms received and monthlyactual measured dekatherms delivered (excluding gas used for company use and compressor fuel) and dividing the differenceby monthly actual measured dekatherms received. The Estimated Retainage Rate less Actual Fuel and LUF Rate will bemultiplied by Customer’s monthly nominated volumes during the preceding calendar quarter to determine the monthly volumesowed to either Equitrans or Customer (“True-up Volumes”). If the True-up Volumes are negative, gas is due to Equitrans andif the True-up Volumes are positive, gas is due to Customer.Customer and Equitrans agree that payback of the True-up Volumes will take place over the 60 day period following notice byEquitrans to Customer of the True-up Volumes as calculated by the above methodology.Equitrans and Customer agree that the Estimated Retainage Rate can be adjusted 60 days after the end of the calendar year toreflect actual fuel lost and unaccounted for gas for the most recent annual period.The Retainage Rate will be considered a negotiated Rate, subject to FERC’s negotiated rate policies, and will only apply tonominations on Equitrans’ System not involving storage injections and withdrawals or on-system non-interstate pipelinedelivery points (each, a “City-Gate Point”). Any storage injection and withdrawal or City-Gate Point nominations will besubject to the posted Tariff Retainage Factors and other applicable surcharges (such as the Pipeline Safety Cost rate). Inaddition, Customer shall not be entitled to reservation charge credits in the event of a service outage affecting the transportationservice to be provided under this Agreement.Customer shall have most favored nation status with respect to this Agreement. If at any time during the first five yearsfollowing the Effective Date Equitrans is or become party to any discounted or negotiated rate precedent agreement or serviceagreement with any third party for firm transportation service with respect to the Ohio Valley Connector from the Receipt Pointof Mobley to the Delivery Point of either REX Clarington or Rover Traveler for an MDQ that is less than or equal toCustomer’s MDQ under this Agreement for service from the receipt point of Mobley to the Delivery Point of either REXClarington or Rover Traveler, and pursuant to such third party precedent agreement for service between the specified points (orservice agreement) Equitrans is obligated to provide such third party firm service at rates that are lower than theContract # CW2250463-1296Page 3 of 5Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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. rates for firm service under this Agreement for service from such Receipt Point to such Delivery Point, then within five (5)business days of executing such third party discounted or negotiated rate precedent agreement or service agreement, Equitranswill notify Customer of such lower rate (such notice, an “MFN Notice”.) Within thirty (30) business days of receipt of an MFNNotice from Equitrans, Customer shall notify Equitrans whether Customer wishes to amend this Agreement to provide for suchlower rate for firm transportation service hereunder, only with respect to service between the Receipt Point of Mobley to theDelivery Point of either REX Clarington or Rover Traveler.Customer shall have the right to terminate this Agreement (such right to be exercised, if ever, no later than fifteen (15) daysfollowing Equitrans’ receipt of a final, non-appealable order issuing a FERC certificate for the Project) if the applicable final,non-appealable FERC certificate issued to Equitrans for the Project is issued with conditions or terms that are inconsistent withthe terms of this Agreement with respect to the rate to be paid by Customer or the term of this Agreement and not in form andsubstance substantially as requested, such that the terms or conditions therein will have a material adverse effect on Customer inCustomer’s reasonable judgement.Except as expressly stated herein, Equitrans’ applicable maximum rates and charges set forth in the Statement of Rates of its Tariffcontinue to apply.2. Customer acknowledges that it is electing Negotiated Rates as an alternative to the rates and charges set forth in the Statement ofRates of Equitrans’ Tariff applicable to Rate Schedule FTS, as revised from time to time.3. This Exhibit C is effective 12/20/2017 and continues in effect through 9/30/2036.4. In the event any provision of this Exhibit C is held to be invalid, illegal or unenforceable by any court, regulatory agency, ortribunal of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions, terms or conditions shall not inany way be affected or impaired thereby, and the term, condition, or provision which is held illegal or invalid shall be deemedmodified to conform to such rule of law, but only for the period of time such order, rule, regulation, or law is in effect.Contract # CW2250463-1296Page 4 of 5Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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. Other Special Provisions: None. IN WITNESS WHEREOF, Customer and Equitrans have executed this Exhibit C by their duly authorized officers, effective as ofthe date indicated above.CUSTOMER: EQUITRANS, L.P.:By /s/ Paul Kress 12/20/2017 . By /s/ Andrew Murphy 12/20/2017 .(Date) (Date)Title VP . Title Vice President .Contract #CW2250463-1296[[ContractNumber]]Page 5 of 5Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 10.14(f)Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations underthe Securities Exchange Act. Omitted information marked “[***]” in this Exhibit has been filed with the Securities and Exchange Commission togetherwith such request for confidential treatment.Execution VersionAMENDMENT NO. 5 TO JUPITER GAS GATHERING AGREEMENTThis Amendment No. 5 to the Jupiter Gas Gathering Agreement (this “Amendment”) is made and entered into as of October 1,2017, by and between EQT Production Company (“Producer”) and EQT Energy, LLC (collectively with Producer, “Shipper”), on theone hand, and EQM Gathering OPCO, LLC (“Gatherer”), on the other hand. Producer, Shipper and Gatherer are each referred toherein as a “Party” and collectively as the “Parties”.WHEREAS, the Parties made and entered into that certain Jupiter Gas Gathering Agreement, the “Agreement”, dated May 1,2014 (as amended by that certain Amendment No. 1 to Jupiter Gas Gathering Agreement, dated December 17, 2014, that certainAmendment No. 2 to Jupiter Gas Gathering Agreement, dated October 26, 2015, that certain Amendment No. 3 to Jupiter GasGathering Agreement, dated August 1, 2016,and that certain Amendment No. 4 to Jupiter Gas Gathering Agreement, dated June 1,2017), pursuant to which, among other provisions, Shipper requested that Gatherer provide gathering services to Shipper by receivingquantities of Gas from Shipper at the Receipt Points and redelivering such Gas to or for Shipper’s account at the Delivery Points; andWHEREAS, the Parties intend to amend Exhibit A and Section II (Table of Incremental Capital Fees) of Exhibit B-2 of theAgreement upon the terms and subject to the conditions set forth herein.NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, andintending to be legally bound, the Parties hereby agree as follows:1.Definitions. All capitalized terms used but not otherwise defined or amended herein shall have the meanings ascribedto them in the Agreement.2.Amendments.a.Exhibit A attached to the Agreement is hereby deleted in its entirety and replaced with the revised Exhibit A attachedhereto as Attachment 1.b.Section II (Table of Incremental Capital Fees) of Exhibit B-2 attached to the Agreement is hereby deleted in its entiretyand replaced with the revised Section II (Table of Incremental Capital Fees) attached hereto as Attachment 2. Inaccordance with Section 4.2(b) of the Agreement, the Parties have agreed to an Incremental Capital Project in respect ofthe new Receipt Point identified in Section II of Exhibit B-2 (the “West Run – Hopewell Ridge Receipt Point”), whichis separate from theSource: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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. Amendment No. 5West Run Receipt Point in Zone 1 identified on the revised Exhibit A attached hereto as Attachment 1. TheParties further agree that:i.this Incremental Capital Project shall not trigger an increase in the Compression MDQ or the ContractMDQ or an extension of any Term under the Agreement;ii. the Incremental Capital Fee shall be a negotiated volumetric rate of [***] (in lieu of a Monthlyreservation rate) for all Gas delivered by Shipper and received by Gatherer at West Run – HopewellRidge Receipt Point, which Receipt Point will not be subject to the Target Receipt Point Pressure, andany Gas delivered to such Receipt Point shall not be considered in calculating the Compression MDQ,the Contract MDQ or the Overrun Fees under the Agreement;iii. the Incremental Capital Fee shall apply to Gas delivered to the West Run – Hopewell Ridge ReceiptPoint beginning [***] and until [***], and thereafter shall apply to such Gas until terminated by eitherParty on the last Day of a Month by delivering written notice to the other Party at least thirty (30) Daysprior to the date of termination.iv. Shipper shall not install wellhead or other compression upstream of the West Run – Hopewell RidgeReceipt point without prior written consent from Gatherer.c.In Section III (Site Specific Data and Facility Responsibility Matrix) of Exhibit F attached to the Agreement:i.the pages including Section III.A.1 (Receipt Point Interconnect Data) is hereby deleted in their entiretyand replaced with the revised pages including Section III.A.1 (Receipt Point Interconnect Data) attachedhereto as Attachment 3; andii. Section III.A.2 (Responsibility for Interconnect Facility Equipment) is hereby amended to include theadditional Interconnect Facilities responsibilities tables for the meters identified as set forth below, whichtables (1) establish the design, construction, operation, maintenance and cost responsibility for each suchmeter and (2) are attached hereto as Attachment 3.Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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. Amendment No. 5M5277181 M5274373 M5258883M5274165 M5274166 M5274167M5256116 M5256117 M5256118M5272524 M52913573.Effect of Amendment. The Agreement, as amended hereby, shall remain in full force and effect, and all terms hereofare hereby ratified and confirmed by the Parties.4.Further Actions. The Parties agree to execute such other documents and take such further actions necessary toeffectuate this Amendment.5.Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed anoriginal and all of which together shall constitute one and the same agreement. It is agreed by the Parties that facsimile signature pagessigned by the Parties shall be binding to the same extent as original signature pages.6.Entire Agreement. This Amendment is the entire agreement between the Parties concerning the subject matter hereofand neither Party shall be bound by representations except as set forth in this Amendment.7.Amendments. This Amendment may not be modified or amended except by a written agreement signed by theParties.[The remainder of this page intentionally left blank.]Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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. Amendment No. 5IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.EQT PRODUCTION COMPANYEQM GATHERING OPCO, LLCBy: /s/ David Schlosser__________By: /s/ Jeremiah J. Ashcroft_______Name: David Schlosser____________Name: Jeremiah J. Ashcroft__________Title: President__________________Title: President___________________EQT ENERGY, LLC By: /s/ Donald M. Jenkins_________ Name: Donald M. Jenkins____________ Title: President____________________ Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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. Amendment No. 5ATTACHMENT 1Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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. Amendment No. 5EXHIBIT ARECEIPT POINTS, DELIVERY POINTS, CONTRACT MDQ AND COMPRESSION MDQReceipt Point(s)Receipt Point MDQ MMcf/DayZoneZone MDQ MMcf/Day West Run80Zone 1300Koloski90Zone 1300Green Hill80Zone 1300Pierce100Zone 1300Walker B30Zone 1300Moore40Zone 1300Phillips30Zone 1300Scotts Run30Zone 1300Patterson Creek60Zone 1300Carpenter120Zone 1300 Moninger200Zone 2370Cooper140Zone 2370Big Sky75Zone 2370Harris45Zone 2370Amity15Zone 2370Harden Farm110Zone 2370Connors65Zone 2370Pettit65Zone 2370Hughes55Zone 2370Roberts9Zone 2370Harden25Zone 2370Shipman37.5Zone 2370J&J37.5Zone 2370 Lacko150Zone 3370Hildebrand35Zone 3370Pyles40Zone 3370Beazer50Zone 3370Yabolnski70Zone 3370Minor60Zone 3370Nicoloff30Zone 3370McMillan20Zone 3370Robinson20Zone 3370Thompson25Zone 3370Thistlewaite2Zone 3370Alpha80Zone 3370Strope100Zone 3370 West Run - Hopewell RidgeN/AN/AN/AExhibit A Page 1Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 15, 2018Powered 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. Amendment No. 5EXHIBIT A (Continued)RECEIPT POINTS, DELIVERY POINTS, CONTRACT MDQ AND COMPRESSION MDQDelivery Point(s)LocationIngramEquitrans H-109AmityEquitrans H-125JupiterEquitrans H-148CallistoEquitrans H-160Hopewell RidgeEquitrans H-160Pipers RidgeEquitrans M-78EuropaEquitrans H-165IoEquitrans H-148 and M-78Drip LiquidsDelivery Point(s)LocationNot applicable Contract MDQ:792,000 Dth / DayCompression MDQ:792,000 Dth / DaySource: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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. Amendment No. 5ATTACHMENT 2Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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. Amendment No. 5II. Table of Incremental Capital FeesIncremental Capital ProjectContract MDQIncremental Capital FeeIn-Service DateApplicable Expansion TermWest Run – Hopewell RidgeReceipt Point (5100053)[***]Volumetric fee of [***][***]Until [***], and thereafter untilterminated by either Party onthe last Day of a Month bydelivering written notice to theother Party at least thirty (30)Days prior to the date oftermination. Exhibit B-2Page 2Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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. Amendment No. 5ATTACHMENT 3 Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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. Amendment No. 5III. SITE SPECIFIC DATA AND FACILITY RESPONSIBILITY MATRIXA.In addition to the minimum design specification and operating parameters set forth in the Engineering and Technical DesignStandards, the following specifications shall be followed:1.Receipt Point Interconnect Data: The table below provides for the list of meters covered under this Agreement whichmay be updated from time to time in accordance with the terms and conditions of this Agreement. Each meter in theReceipt Point Interconnect table shall conform to the specifications listed in the table applicable to such meter underSection III(A)(2).Meter IDMeter NameGPS CoordinatesMAOPMinDQ*(Mcf / Day)MaxDQ(Mcf / Day)17019Cooper B39.95597, -80.269087201,22078,50011798Roberts 139.94097, -80.32642272032019,60017018Roberts 239.94097, -80.2542272032019,60011796McMillen39.9836, -80.120972071045,900M5256116McMillen 2 MM - 139.98455, -80.1180314002,10051,433M5256117McMillen 2 MM - 239.98455, -80.1180314002,10051,433M5256118McMillen 2 MM - 339.98455, -80.1180314002,10051,43317042Pyles 139.969918, -80.1109961,4401,67078,500M5224755Pyles 239.96643, -80.111614401,22764,35317035Hildebrand39.974133, -80.09699172065045,90017022Robison 139.979817, -80.07211472068045,90018156Robison 239.97799, -80.0702172072045,90017043Thompson 139.948602, -80.09674872068045,90017115Thompson 239.948602, -80.09674872068045,90011797Thistlewaite39.96395, -80.10073172032019,60017044Conner 139.946228, -80.24064472068045,9005100003Conner 239.946228, -80.24064472068045,90017037Phillips39.933614, -80.2936651,4001,150115,30018155Walker B39.934471, -80.3185651,4001,60067,500Exhibit FPage 4Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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. Amendment No. 5Meter IDMeter NameGPS CoordinatesMAOPMinDQ*(Mcf / Day)MaxDQ(Mcf / Day)5100014Scott’s Run 139.93239, -80.327931,4002,700115,3005100015Scott’s Run 239.93239, -80.327931,4002,700115,300M5225755Scott's Run 339.93237, -80.328121,4001,22764,3535100065Moore MM B Run39.92772, -80.337151,4002,700115,300M5277181Moore MM Run 239.92763, -80.3374014401,15028,8005100039West Run (NIJUS25)39.913752, -80.3035331,4002,700115,3005100053West Run – Hopewell Ridge39.91312, -80.303161,4002,51187,9945100055Patterson 139.936506 , -80.3107591,4002,700115,3005100063Patterson 239.936506 , -80.3107591,4002,700115,3005100057Nicoloff 139.954037, -80.06503972072045,900M5224083Nicoloff 239.954037, -80.0650397201,22744,8385100018Pierce 139.90734, -80.282097202,63078,5005100019Pierce 239.90734, -80.282097202,63078,5005100064Pierce 339.90734, -80.282097202,63045,900M5213961Big Sky 139.99805556,-80.202777201,75078,500M5213962Big Sky 239.99805556, -80.202777201,75078,500M5213963Big Sky 339.99805556, -80.202777201,03045,900M5220213Petit 139.94523, -80.239947201,22744,838M5220220Petit 239.94523, -80.239947201,22744,838M5220221Petit 339.94523, -80.2399472072626,240M5248813Petit 439.94684, -80.240281,4401,22764,353M5248814Petit 539.94684, -80.240281,4401,22764,353M5248816Petit 639.94684, -80.240281,4401,22764,353M5254623Petit 739.94684, -80.240281,4401,22764,353M5224627Alpha 139.960097, -80.1306047201,22744,838M5224714Alpha 239.960097, -80.1306047201,22744,838M5274373Alpha 339.960097, -80.1306047201,95035,500M5234610Moninger Run 139.99511, -80.206361,4401,22764,353Exhibit FPage 5Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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. Amendment No. 5Meter IDMeter NameGPS CoordinatesMAOPMinDQ*(Mcf / Day)MaxDQ(Mcf / Day)M5234612Moninger Run 239.99511, -80.206361,4401,22764,353M5234613Moninger Run 339.99511, -80.206361,4401,22764,353M5235813Moninger Run 439.99511, -80.206361,4401,22764,353M5234486Koloski Run 139.95875, -80.310681,4401,22764,353M5234487Koloski Run 239.95875, -80.310681,4401,22764,353M5234488Koloski Run 339.95875, -80.310681,4401,22764,35317020Iames40.0308, -80.1526672072637,660M5219031Shipman 139.991551, -80.19423572072637,660M5219033Shipman 239.991551, -80.1942357201,22764,353M5258883Shipman Gathering MM - Run 339.991551, -80.1942357201,95035,50033297Ingram 59000439.93929, -80.2646672035616,11833341ROG46H139.94097, -80.2642272035616,118M5210064Lacko 139.968683, -80.1509117201,22764,353M5210065Lacko 239.968683, -80.1509117201,22764,353M5210066Lacko 339.968683, -80.1509117201,22764,353M5234259Yablonski 139.99347, -80.0627114401,22764,353M5234260Yablonski 239.99347, -80.0627114401,22764,353M5226733Beazer 139.92417, -80.1086614401,22764,353M5226735Beazer 239.92417, -80.1086614401,22764,353M5249530Beazer 339.92417, -80.1086614401,55657,163M5238116J & J39.99807, -80.2029314401,55657,163M5238117J & J39.99807, -80.2029314401,55657,163M5248049J & J39.99807, -80.2029314401,55657,163M5241305Harden Farm 139.939969, -80.26487714401,55657,163M5241307Harden Farm 239.939969, -80.26487714401,55657,163M5241308Harden Farm 339.939969, -80.26487714401,55657,163Exhibit FPage 6Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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. Amendment No. 5Meter IDMeter NameGPS CoordinatesMAOPMinDQ*(Mcf / Day)MaxDQ(Mcf / Day)M5274165Green Hill - Meter 139.89708, -80.3177814002,10031,750M5274166Green Hill - Meter 239.89708, -80.3177814002,10031,750M5274167Green Hill - Meter 339.89708, -80.3177814002,10031,750M5272524Harris39.95349, -80.190087201,80049,000M5291357Harris Run B39.95349, -80.190087201,80049,000* Calculated @ minimum NOP with minimum Beta plate when applicableResponsibility for Interconnect Facility Equipment. Each of the following tables establish, for the meter specified in the cell located inthe first row of the first column of such table (or, if no meter is specified in such cell, then for each meter not specified in any of theother tables included below) the design, construction, operation, maintenance and cost responsibility for certain aspects of theInterconnect Facilities. All of the following design responsibilities designated as Producer’s responsibility shall be incorporated into thedesign and construction of the Interconnect FacilitiesExhibit FPage 7Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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. Amendment No. 5EXHIBIT F (Section III.A.2.)Responsibility for Interconnect Facility EquipmentMcMillen 2 MM – 1, M5256116McMillen 2 MM – 2, M5256117McMillen 2 MM – 3, M5256118STATION EQUIPMENTREQUIREDDESIGNSPECIFICATIONSINSTALLOWNERSHIPOPERATEMAINTAINPIPING EQT Pipeline-Tap & ValveYesCompanyCompanyCompanyCompanyCompanyInlet PipingYesCustomerCustomerCustomerCustomerCustomerStation & Outlet PipingYesCompanyCustomerCustomerCompanyCustomerTest Station - inlet pipingNo Test Station - outlet pipingYesCompanyCompanyCompanyCompanyCompanyCorrosion couponYesCompanyCompanyCompanyCompanyCompanyGAS CONDITIONING Filter SeparatorYesCompanyCustomerCustomerCustomerCustomerLiquid Level ShutoffNo MEASUREMENT Meter & Meter RunsYesCompanyCustomerCustomerCompanyCustomerMeter & Flow Control Risers, Valves, etc…YesCompanyCustomerCustomerCompanyCustomerElectronic Measurement & Telecomm HardwareYesCompanyCustomerCustomerCompanyCustomerGAS QUALITY ChromatographNo Continuous SamplerNo H2O Dew Point AnalyzerNo Oxygen AnalyzerNo H2S MonitorNo PRESSURE / FLOW CONTROL Primary Pressure ControlNo Overpressure DeviceYesCompanyCustomerCustomerCompanyCustomerStation Isolation ValveYesCompanyCustomerCustomerCompanyCustomerFlow Control ValveNo HeatNo Check ValveYesCompanyCustomerCustomerCompanyCustomerODORIZATION Odorizer & ControlsNo MISCELLANEOUS Communication Service(s)YesCompanyCustomerCustomerCompanyCustomerElectrical ServiceYesCompanyCustomerCustomerCompanyCustomerBuilding - Gas ChromatographNo Building - OdorizerNo Fence/Vehicle Barrier/SignageYesCompanyCustomerCustomerCompanyCustomerAir PermitNo Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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. Amendment No. 5Moore MM B Run, 5100065Moore MM Run 2, M5277181STATION EQUIPMENTREQUIREDDESIGNINSTALLOWNERSHIPOPERATEMAINTAINSPECIAL PROVISIONS/EQUIPMENT SPECS.PIPING Pipeline-Tap & ValveYesGathererGathererGathererGathererGatherer12” TeeInlet & Station PipingYesProducerProducerProducerProducerProducer Outlet & Station PipingYesGathererProducerProducerGathererProducer12”Test Station - inlet pipingYesProducerProducerProducerProducerProducer Test Station - outlet pipingYesGathererGathererGathererGathererGatherer Corrosion couponYesGathererGathererGathererGathererGatherer GAS CONDITIONING Filter SeparatorYesGathererProducerProducerProducerProducerLLSO - 16" Barrel & ShawndraFilterLiquid Level ShutoffNo MEASUREMENT Meter & Meter RunsYesGathererProducerProducerGathererProducer(2) 8” OrificeMeter & Flow Control Risers, Valves,etc…YesGathererProducerProducerGathererProducer Electronic Measurement & TelecomHardwareYesGathererProducerProducerGathererProducerEagle/1 RTU (ea meter)GAS QUALITY ChromatographNo Continuous SamplerNo H2O Dew Point AnalyzerNo Oxygen AnalyzerNo H2S MonitorNo PRESSURE / FLOW CONTROL Primary Pressure ControlYesGathererProducerProducerGathererProducer2X 6” CV/OPPOverpressure DeviceYesGathererProducerProducerGathererProducer2X 6” OPPStation Isolation ValveYesGathererProducerProducerGathererProducer8”Flow Control ValveYesGathererProducerProducerGathererProducer2X 6” CV (same devices as PrimaryPressure. Control.)HeatNo Check ValveYesGathererProducerProducerProducerProducer2 X 8”ODORIZATION Odorizer & ControlsNo MISCELLANEOUS Communication serviceYesGathererGathererGathererGathererGathererRadio or CellElectrical ServiceYesGathererProducerProducerGathererProducerSolarBuilding - Gas ChromatographNo Building - OdorizerNo Fence/Vehicle Barrier/SignageYesGathererProducerProducerGathererProducer Air PermitNo Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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. Amendment No. 5Alpha 1, M5224627 Alpha 2, M5224714Alpha 3, M5274373STATION EQUIPMENTREQUIREDDESIGNINSTALLOWNERSHIPOPERATEMAINTAINSPECIAL PROVISIONS/ EQUIPMENTSPECS.PIPING Pipeline-Tap & ValveYesGathererGathererGathererGathererGatherer10” hot tapInlet & Station PipingYesProducerProducerProducerProducerProducer10” minimumOutlet & Station PipingYesGathererProducerProducerGathererProducer10” minimumTest Station - inlet pipingYesProducerProducerProducerProducerProducer Test Station - outlet pipingYesGathererGathererGathererGathererGatherer Corrosion couponYesGathererGathererGathererGathererGatherer GAS CONDITIONING Filter SeparatorYesGathererProducerProducerProducerProducerEQT Approved Peco CyclotubeLiquid Level ShutoffNo MEASUREMENT Meter & Meter RunsYesGathererProducerProducerGathererProducerTwo 8” orificeMeter & Flow Control Risers, Valves, etc…YesGathererProducerProducerGathererProducerValves for 8” meter skidElectronic Measurement & Telecom HardwareYesGathererProducerProducerGathererProducerEagle/1 RTU (for each meter)GAS QUALITY ChromatographNo Continuous SamplerNo H2O Dew Point AnalyzerNo Oxygen AnalyzerNo H2S MonitorNo PRESSURE / FLOW CONTROL Primary Pressure ControlYesGathererProducerProducerGathererProducerPrimary and Monitor control valves arereq'd UNLESS a Rupture Pin Valve isinstalledOverpressure DeviceYesGathererProducerProducerGathererProducerRupture Pin Valve or Primary and MonitorControl ValveStation Isolation ValveYesGathererProducerProducerGathererProducerManual valve at headerFlow Control ValveYesGathererProducerProducerGathererProducerIn lieu of flow control valve, OPP isacceptableHeatNo Check ValveYesGathererProducerProducerProducerProducerFor each 8” meter skidODORIZATION Odorizer & ControlsNo MISCELLANEOUS Communication serviceYesGathererGathererGathererGathererGathererCell ModemElectrical ServiceYesGathererProducerProducerGathererProducerSolar & BatteryBuilding - Gas ChromatographNo Building - OdorizerNo Fence/Vehicle Barrier/SignageYesGathererProducerProducerGathererProducer Air PermitNo Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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. Amendment No. 5Shipman Gathering MM – Run 1, M5219031 Shipman Gathering MM – Run 2, M5219033Shipman Gathering MM – Run 3, M5258883STATION EQUIPMENTREQUIREDDESIGNINSTALLOWNERSHIPOPERATEMAINTAINPIPING Pipeline-Tap & ValveYesGathererGathererGathererGathererGathererInlet & Station PipingYesProducerProducerProducerProducerProducerOutlet & Station PipingYesGathererProducerProducerGathererProducerTest Station - inlet pipingYesProducerProducerProducerProducerProducerTest Station - outlet pipingYesGathererGathererGathererGathererGathererCorrosion couponYesGathererGathererGathererGathererGathererGAS CONDITIONING Filter SeparatorYesGathererProducerProducerProducerProducerLiquid Level ShutoffNo MEASUREMENT Meter & Meter RunsYesGathererProducerProducerGathererProducerMeter & Flow Control Risers, Valves, etc…YesGathererProducerProducerGathererProducerElectronic Measurement & Telecom HardwareYesGathererProducerProducerGathererProducerGAS QUALITY ChromatographNo Continuous SamplerNo H2O Dew Point AnalyzerNo Oxygen AnalyzerNo H2S MonitorNo PRESSURE / FLOW CONTROL Primary Pressure ControlYesGathererProducerProducerGathererProducerOverpressure DeviceYesGathererProducerProducerGathererProducerStation Isolation ValveYesGathererProducerProducerGathererProducerFlow Control ValveYesGathererProducerProducerGathererProducerHeatNo Check ValveYesGathererProducerProducerProducerProducerODORIZATION Odorizer & ControlsNo MISCELLANEOUS Communication serviceYesGathererGathererGathererGathererGathererElectrical ServiceYesGathererProducerProducerGathererProducerBuilding - Gas ChromatographNo Building - OdorizerNo Fence/Vehicle Barrier/SignageYesGathererProducerProducerGathererProducerAir PermitNo Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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. Amendment No. 5Green Hill- Meter 1, M5274165 Green Hill- Meter 2, M5274166 Green Hill- Meter 3, M5274167STATION EQUIPMENTREQUIREDDESIGNSPECIFICATIONSINSTALLOWNERSHIPOPERATEMAINTAINPIPING EQT Pipeline-Tap & ValveYesCompanyCompanyCompanyCompanyCompanyInlet PipingYesCustomerCustomerCustomerCustomerCustomerStation & Outlet PipingYesCompanyCustomerCustomerCompanyCustomerTest Station - inlet pipingYesCustomerCustomerCustomerCustomerCustomerTest Station - outlet pipingYesCompanyCompanyCompanyCompanyCompanyCorrosion couponYesCompanyCompanyCompanyCompanyCompanyGAS CONDITIONING Filter SeparatorYesCompanyCustomerCustomerCustomerCustomerLiquid Level ShutoffNo MEASUREMENT Meter & Meter RunsYesCompanyCustomerCustomerCompanyCustomerMeter & Flow Control Risers, Valves, etc…YesCompanyCustomerCustomerCompanyCustomerElectronic Measurement & Telecomm HardwareYesCompanyCustomerCustomerCompanyCustomerGAS QUALITY ChromatographNo Continuous SamplerNo H2O Dew Point AnalyzerNo Oxygen AnalyzerNo H2S MonitorNo PRESSURE / FLOW CONTROL Primary Pressure ControlYesCompanyCustomerCustomerCompanyCustomerOverpressure DeviceYesCompanyCustomerCustomerCompanyCustomerStation Isolation ValveYesCompanyCustomerCustomerCompanyCustomerFlow Control ValveNo HeatNo Check ValveYesCompanyCustomerCustomerCompanyCustomerODORIZATION Odorizer & ControlsNo MISCELLANEOUS Communication Service(s)YesCompanyCustomerCustomerCompanyCustomerElectrical ServiceYesCompanyCustomerCustomerCompanyCustomerBuilding - Gas ChromatographNo Building - OdorizerNo Fence/Vehicle Barrier/SignageYesCompanyCustomerCustomerCompanyCustomerAir PermitNo Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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. Amendment No. 5Harris, M5272524Harris Run B, M5291357 STATION EQUIPMENTREQUIREDDESIGNSPECIFICATIONSINSTALLOWNERSHIPOPERATEMAINTAINPIPING EQT Pipeline-Tap & ValveYesCompanyCompanyCompanyCompanyCompanyInlet PipingYesCustomerCustomerCustomerCustomerCustomerStation & Outlet PipingYesCompanyCustomerCustomerCompanyCustomerTest Station - inlet pipingNo Test Station - outlet pipingYesCompanyCompanyCompanyCompanyCompanyCorrosion couponYesCompanyCompanyCompanyCompanyCompanyGAS CONDITIONING Filter SeparatorYesCompanyCustomerCustomerCustomerCustomerLiquid Level ShutoffNo MEASUREMENT Meter & Meter RunsYesCompanyCustomerCustomerCompanyCustomerMeter & Flow Control Risers, Valves, etc…YesCompanyCustomerCustomerCompanyCustomerElectronic Measurement & Telecomm HardwareYesCompanyCustomerCustomerCompanyCustomerGAS QUALITY ChromatographNo Continuous SamplerNo H2O Dew Point AnalyzerNo Oxygen AnalyzerNo H2S MonitorNo PRESSURE / FLOW CONTROL Primary Pressure ControlNo Overpressure DeviceYesCompanyCustomerCustomerCompanyCustomerStation Isolation ValveYesCompanyCustomerCustomerCompanyCustomerFlow Control ValveNo HeatNo Check ValveYesCompanyCustomerCustomerCompanyCustomerODORIZATION Odorizer & ControlsNo MISCELLANEOUS Communication Service(s)YesCompanyCustomerCustomerCompanyCustomerElectrical ServiceYesCompanyCustomerCustomerCompanyCustomerBuilding - Gas ChromatographNo Building - OdorizerNo Fence/Vehicle Barrier/SignageYesCompanyCustomerCustomerCompanyCustomerAir PermitNo Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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, 2017 2016 2015 2014 2013 (Thousands)Earnings: Income before income taxes $571,904 $548,101 $438,385 $325,037 $249,041Minus: equity income of unconsolidated entities (22,171) (9,898) (2,367) — —Plus: Fixed charges 42,190 27,181 27,821 13,629 1,687Minus: Capitalized interest (4,120) (9,403) (5,642) (2,258) (442)Total earnings $587,803 $555,981 $458,197 $336,408 $250,286 Fixed charges: Net interest expense $36,181 $16,766 $21,345 $10,871 $829Plus: Capitalized interest 4,120 9,403 5,642 2,258 442Plus: Estimated interest component of rental expense 1,889 1,012 834 500 416Total fixed charges $42,190 $27,181 $27,821 $13,629 $1,687 Ratio of earnings to fixed charges 13.9x 20.5x 16.5x 24.7x 148.4x (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 15, 2018Powered 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 15, 2018Powered 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-8 No. 333-182460) pertaining to the EQT Midstream Services, LLC 2012 Long-Term Incentive Plan, and•Registration Statement (Form S-3 No. 333-205812) of EQT Midstream Partners, LP pertaining to the registration of Common Units RepresentingLimited Partner Interests;of our reports dated February 15, 2018, 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, 2017./s/ Ernst & Young LLP Pittsburgh, PennsylvaniaFebruary 15, 2018Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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, Steven T. Schlotterbeck, 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 15, 2018 EQT Midstream Partners, LP /s/ Steven T. Schlotterbeck Steven T. Schlotterbeck President and Chief Executive Officer, EQT Midstream Services, LLC, theregistrant’s General PartnerSource: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 15, 2018 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 15, 2018Powered 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, 2017, 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/ Steven T. SchlotterbeckFebruary 15, 2018Steven T. SchlotterbeckPresident and Chief Executive Officer, EQT Midstream Services, LLC, EQM’sGeneral Partner /s/ Robert J. McNallyFebruary 15, 2018Robert J. McNallySenior Vice President and Chief Financial Officer, EQT Midstream Services,LLC, EQM’s General PartnerSource: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 2018 Peer Companies(GENERAL INDUSTRY)Agilent TechnologiesFlowers FoodsPeabody EnergyAlexion PharmaceuticalsFlowservePitney BowesAMETEKFortune Brands Home & SecurityPolaris IndustriesAMSTED IndustriesGAF MaterialsPolyOneAmtrakGannettPotash*AndersonsGarminQuad /GraphicsArby's Restaurant GroupGraphic PackagingQuintilesAshlandHallmark CardsRegeneron PharmaceuticalsBemisHasbroRockwell AutomationBig LotsHexionRockwell CollinsBooz AllenHamilton Host Hotels & ResortsRPM InternationalBrink'sIMS HealthSabre CorporationCA TechnologiesInternational Flavors & FragrancesSAICCanadian Pacific RailwayInternational Game TechnologySAS InstituteCarlson Rezidor*Iron MountainSchreiber FoodsCF IndustriesKBRScoular CompanyCH2M HILLKelly ServicesScripps Networks InteractiveChemours CompanyKeurig Green MountainSerta Simmons BeddingCloroxKeystone Foods*Snap-OnCommercial MetalsKinross GoldSonoco ProductsCommScopeKohlerSteelcaseCooper Standard AutomotiveKum & GoTempur SealyCrown CastleLeggett and PlattTerexCushman & WakefieldLSC CommunicationsTiffany & Co.CVR EnergyMartin Marietta MaterialsTotal System Services (TSYS)DanaMary KayTransoceanDematic Group*MattelTrinity IndustriesDiebold NixdorfMcCormickUnited States Cellular*E & J Gallo WineryMeritorVulcan MaterialsEncana ServicesMillicom International CellularVWR InternationalEndoNBTYWestlake ChemicalEquifaxOrbital ATKWyndham WorldwideExperian Americas*Osram Sylvania*Zebra TechnologiesFiservOwens Corning *Subsidiary Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 99.3NON-GAAP FINANCIAL INFORMATIONThe EQT Executive STIP for the 2017 plan year and the 2017 Value Driver Performance Share Unit Program utilized EQT’s adjustedEBITDA compared to the EQT’s business plan as a performance measure.Adjusted 2017 EQT EBITDA was defined as earnings before interest, taxes, depreciation and amortization (i) calculated using aconstant commodity price of $2.69 per Mcfe, adjusted for all cash settled derivatives and all basis and fixed price sales set forth inEQT’s 2017 business plan, (ii) excluding the effects of non-cash derivative gains (losses) not included in EQT’s 2017 business plan,(iii) excluding gains/losses on derivatives not designated as hedges, (iv) excluding the effects of non-cash developed and undevelopedoil and gas property and midstream asset impairments, (v) excluding the effects of acquisitions and dispositions of greater than $100million, and (vi) excluding any charge and benefit associated with the repurchase of debt by EQT (adjusted 2017 EQT EBITDA).Adjusted EBITDA is a non-GAAP supplemental financial measure that EQT’s management uses to assess: (i) EQT’s performanceversus prior periods; (ii) EQT’s operating performance as compared to other companies in its industry; (iii) the ability of EQT’s assets togenerate sufficient cash flow to make distributions to its investors; (iv) EQT’s ability to incur and service debt and fund capitalexpenditures; and (v) the viability of acquisitions and other capital expenditure projects and the returns on investment of variousinvestment opportunities. Adjusted EBITDA contains certain adjustments that are not included in EQT’s calculation of EBITDA, aseparate non-GAAP supplemental financial measure used by external users of EQT’s financial statements, such as industry analysts,investors, lenders and ratings agencies.Adjusted EBITDA should not be considered as an alternative to net income, operating income, or any other measure of financialperformance or liquidity presented in accordance with GAAP. Adjusted EBITDA has important limitations as an analytical tool becauseit excludes some, but not all, items that affect net income. Additionally, because adjusted EBITDA may be defined differently by othercompanies in its industry, EQT’s definition of adjusted EBITDA may not be comparable to similarly titled measures of other companies,thereby diminishing its utility.Adjusted EBITDA was selected as a performance measure under the EQT Executive STIP for the 2017 plan year and the 2017 ValueDriver Performance Share Unit Program because adjusted EBITDA growth drives behavior consistent with the shareholders’ interests,and EQT’s business plan embodies the goals and priorities of EQT. The table below reconciles the EQT’s adjusted EBITDA as shown inthis Form 10-K with EQT’s net income, the most comparable financial measure calculated in accordance with GAAP, as set forth inEQT’s annual report on Form 10-K. (in millions) Net (loss) income$1,858,143 (Deduct)/add back: Income taxes(1,115,619) Interest expense202,772 Depreciation, depletion and amortization(*) 1,088,499 EBITDA2,033,795 Price adjustment(230,196) Non-cash derivatives(347,161) Impairments68,183 Acquisitions/divestitures12,641 Adjusted EBITDA$1,537,262 Source: EQT Midstream Partners, LP, 10-K, February 15, 2018Powered 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 15, 2018Powered 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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